ONE GROUP
485BXT, 1999-10-22
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<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1999

                     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. 51 |X|
                                       AND
           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT |X|
                                     OF 1940



                              AMENDMENT NO. 52 |X|


                            ONE GROUP(R) MUTUAL FUNDS

               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                3435 STELZER ROAD
                              COLUMBUS, OHIO 43219
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (800) 480-4311
                         (REGISTRANT'S TELEPHONE NUMBER)

                                 MARK S. REDMAN
                                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                              BANK ONE CORPORATION
       ONE FRANKLIN SQUARE                       100 EAST BROAD STREET, 5TH FL.
       1301 K STREET, N.W., SUITE 800E           COLUMBUS, OHIO 43271-0152
       WASHINGTON, D.C. 20005

  APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: IMMEDIATELY UPON EFFECTIVENESS

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)


       _____      Immediately upon filing pursuant to paragraph (b)

       __X__      on November 1, 1999 pursuant to paragraph(b)

       _____      60 days after filing pursuant to paragraph(a)(1)
       _____      on (Date) pursuant to paragraph(a)(1)
       _____      75 days after filing pursuant to paragraph(a)(2)
       _____      on (Date) pursuant to paragraph(a)(2) of Rule 485.

If appropriate, check the following box:


       __X__      post-effective amendment designates a new effective date for a
                  previously filed post-effective amendment.




<PAGE>   2


                             ONE GROUP MUTUAL FUNDS

                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
FORM N-1A PART A ITEM                                                      PROSPECTUS CAPTION
- ---------------------                                                      ------------------
<S>                                                                        <C>
1.       Front and Back Cover Page                                         Cover Page

2.       Risk/Return Summary: Investments, Risks & Performance             Fund Summaries: Investments, Risk &
                                                                           Performance

3.       Risk/Return Summary: Fee Table                                    Fund Summaries: Investments, Risk &
                                                                           Performance

4.       Investment Objectives, Principal Investment Strategies            Fund Summaries: Investments, Risk &
                                                                           Performance, More About the Funds, Appendix
                                                                           A

5.       Management's Discussion of Fund Performance                       Annual Report

6.       Management, Organization, and Capital Structure                   Management of One Group Mutual Funds

7.       Shareholder Information                                           How To Do Business with One Group Mutual
                                                                           Funds, Shareholder Information

8.       Distribution Arrangements                                         How To Do Business with
                                                                           One Group Mutual Funds

9.       Financial Highlights                                              Financial Highlights

                                                                           COMBINED STATEMENT OF
                                                                           ADDITIONAL INFORMATION
FORM N-1A PART B ITEM                                                      CAPTION
- ---------------------                                                      -------

10.      Cover Page and Table of Contents                                  Cover Page and Table of Contents

11.      Fund History                                                      The Trust

12.      Description of Fund and its Investments and Risk                  The Trust; Investment Objectives and Policies,
                                                                           Additional Information - Description of Shares


13.      Management of the Fund                                            Management of the Trust

14.      Control Persons and Principal                                     Additional Information -
         Holders of Securities                                             Miscellaneous

15.      Investment Advisory and Other
         Services                                                          Management of the Trust

16.      Brokerage Allocation and Other Practices                          Management of the Trust -
                                                                           Portfolio Transactions

17.      Capital Stock and Other Securities                                Valuation; Additional
                                                                           Information Regarding the
                                                                           Calculation of Per Share Net
                                                                           Asset Value;
                                                                           Additional Purchase
                                                                           and Redemption Information;
                                                                           Additional Information

18.      Purchase, Redemption and Pricing of                               The Trust, Valuation; Additional
         Shares                                                            Information Regarding the
                                                                           Calculation Per Share Net Asset
</TABLE>
<PAGE>   3


<TABLE>
<S>                                                                        <C>
                                                                           Value; Additional Purchase and
                                                                           Redemption Information;
                                                                           Management of the Trust

19.      Taxation of the Fund                                              Investment Objectives and
                                                                           Policies - Additional Tax
                                                                           Information Concerning the Fund

20.      Underwriters                                                      Management of the Trust -
                                                                           Distributor

21.      Calculation of Performance Data                                   Additional Information -
                                                                           Calculation of Performance Data

22.      Financial Statements                                              Incorporated by reference
</TABLE>


<PAGE>   4
EQUITY FUNDS

                                                                [ONE GROUP LOGO]

PROSPECTUS
November 1, 1999

One Group(R) Small Cap Growth Fund
One Group(R) Small Cap Value Fund
One Group(R) Mid Cap Growth Fund
One Group(R) Mid Cap Value Fund
One Group(R) Diversified Mid Cap Fund
One Group(R) Large Cap Growth Fund
One Group(R) Large Cap Value Fund
One Group(R) Equity Income Fund
One Group(R) Diversified Equity Fund
One Group(R) Balanced Fund
One Group(R) Equity Index Fund
One Group(R) Market Expansion Index Fund
One Group(R) International Equity Index Fund
One Group(R) Diversified International Fund


The Securities and Exchange Commission has not approved or disapproved the
shares of any of the Funds as an investment or determined whether this
prospectus is accurate or complete. Anyone who tells you otherwise is committing
a crime.
<PAGE>   5

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                             One Group Small Cap Growth Fund  2
                                                              ---------
                              One Group Small Cap Value Fund  6
                                                              ---------
                               One Group Mid Cap Growth Fund  10
                                                              ---------
                                One Group Mid Cap Value Fund  14
                                                              ---------
                          One Group Diversified Mid Cap Fund  18
                                                              ---------
                             One Group Large Cap Growth Fund  22
                                                              ---------
                              One Group Large Cap Value Fund  26
                                                              ---------
                                One Group Equity Income Fund  30
                                                              ---------
                           One Group Diversified Equity Fund  34
                                                              ---------
                                     One Group Balanced Fund  38
                                                              ---------
                                 One Group Equity Index Fund  42
                                                              ---------
                       One Group Market Expansion Index Fund  46
                                                              ---------
                   One Group International Equity Index Fund  50
                                                              ---------
                    One Group Diversified International Fund  54
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  58
                                                              ---------
                                            Investment Risks  62
                                                              ---------
                                         Investment Policies  63
                                                              ---------
                                           Portfolio Quality  64
                                                              ---------
                               Temporary Defensive Positions  65
                                                              ---------
                                          Portfolio Turnover  65
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  66
                                                              ---------
                                               Sales Charges  69
                                                              ---------
                         Sales Charge Reductions and Waivers  72
                                                              ---------
                                      Exchanging Fund Shares  74
                                                              ---------
                                       Redeeming Fund Shares  76
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  79
                                                              ---------
                                           Dividend Policies  79
                                                              ---------
                               Tax Treatment of Shareholders  80
                                                              ---------
                                       Shareholder Inquiries  81
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  82
                                                              ---------
                                           The Fund Managers  83
                                                              ---------
                              Year 2000 Readiness Disclosure  83
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  84
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  112
                                                              ---------
</TABLE>
<PAGE>   6
                                 FUND SUMMARIES
                         Investments, Risk & Performance
<PAGE>   7

2
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Small Cap Growth Fund

WHAT IS THE GOAL OF THE
SMALL CAP GROWTH FUND?  The Fund seeks long-term capital growth primarily by
                        investing in a portfolio of equity securities of small
                        capitalization and emerging growth companies.


WHAT ARE THE SMALL CAP
GROWTH FUND'S MAIN
INVESTMENT STRATEGIES?  The Fund invests mainly in common stock, debt
                        securities, preferred stocks, convertible securities,
                        warrants, and other equity securities of small
                        capitalization companies. Generally, the Fund invests in
                        small cap companies with market capitalization ranging
                        from $100 million to $3 billion. For more information
                        about the Small Cap Growth Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
SMALL CAP GROWTH FUND?  The main risks of investing in the Small Cap Growth Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Small Cap Growth Fund will change every day in response
                        to market conditions. You may lose money if you invest
                        in the Small Cap Growth Fund.

           MAIN RISKS
- ---------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        small cap stocks in particular) may decline over short
                        or extended periods of time. When the value of the
                        Fund's securities goes down, your investment in the Fund
                        decreases in value.

                        Smaller Companies. The Fund's primary investment
                        strategy is to invest in smaller, growth companies.
                        These investments may be riskier than investments in
                        larger, more established companies. Securities of
                        smaller, growth companies tend to be less liquid and
                        more volatile than stocks of larger companies. In
                        addition, small companies may be more vulnerable to
                        economic, market, and industry changes. Because economic
                        events have a greater impact on smaller companies, there
                        may be greater and more frequent changes in their stock
                        price. This may cause unexpected and frequent decreases
                        in the value of your investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   8

                                                                               3
- ---------------------------

                           Small Cap Growth Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE SMALL CAP
  GROWTH FUND
  PERFORMED?            By showing the variability of the Small Cap Growth Fund
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE SMALL CAP
                        GROWTH FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS A SHARES

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

<TABLE>
<CAPTION>
                                                                         SMALL CAP GROWTH FUND
                                                                         ---------------------
<S>                                                           <C>
1992                                                                             16.42
1993                                                                              7.85
1994                                                                             -7.73
1995                                                                             22.06
1996                                                                             15.70
1997                                                                             28.78
1998                                                                             -4.04
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            8.72%. The above-quoted performance data includes
                            the performance of the Paragon Gulf South Growth
                            Fund for the period before its consolidation with
                            the One Group Small Cap Growth Fund on March 26,
                            1996.

- --------------------------------------------------------------------------------
             Best Quarter:  21.57%  3Q1997       Worst Quarter:  -22.13%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   9

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Small Cap Growth Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                                1 YEAR       5 YEARS          LIFE
   CLASS A                                                               (since 7/1/91)
   <S>                                          <C>          <C>        <C>
   One Group Small Cap Growth Fund              -9.26%        8.70%          13.41%
   --------------------------------------------------------------------------------------
   S&P 600 Index (3)                            -1.31%       13.23%          16.09%
   --------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Growth Index (4)          2.29%       10.88%          *
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------
                                                1 YEAR                        LIFE
   CLASS B                                                               (since 9/12/94)
   <S>                                          <C>          <C>        <C>
   One Group Small Cap Growth Fund              -9.26%                       10.80%
   --------------------------------------------------------------------------------------
   S&P 600 Index (3)                            -1.31%                       16.39%
   --------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Growth Index (4)          2.29%                       14.16%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------
                                                1 YEAR                        LIFE
   CLASS C                                                               (since 11/4/97)
   <S>                                          <C>          <C>        <C>
   One Group Small Cap Growth Fund              -5.90%                       -6.40%
   --------------------------------------------------------------------------------------
   S&P 600 Index (3)                            -1.31%                        0.63%
   --------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Growth Index (4)          2.29%                        3.23%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------
                                                1 YEAR       5 YEARS          LIFE
   CLASS I                                                               (since 7/1/91)
   <S>                                          <C>          <C>        <C>
   One Group Small Cap Growth Fund (2)          -4.04%       10.00%          14.31%
   --------------------------------------------------------------------------------------
   S&P 600 Index (3)                            -1.31%       13.23%          16.09%
   --------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Growth Index (4)          2.29%       10.88%          *
</TABLE>



                        (1) The above-quoted performance data includes the
                            performance of the Paragon Gulf South Growth Fund
                            for the period before its consolidation with the
                            One Group Small Cap Growth Fund on March 26,
                            1996.



                        (2) Prior to March 26, 1996, performance for Class I
                            Shares is based on Class A Share performance
                            adjusted to reflect the absence of sales charges.



                        (3) The S&P 600 Index is an unmanaged index generally
                            representative of the performance of small
                            companies in the US stock market. The benchmark
                            index for the Small Cap Growth Fund has changed
                            from the S&P 600 Index to the S&P/BARRA Small Cap
                            Growth Index in order to better represent the
                            investment policies for comparison purposes.



                        (4) The S&P/BARRA Small Cap Growth Index is an
                            unmanaged index generally representative of the
                            performance of 600 small capitalization domestic
                            stocks with a higher price to book ratio. 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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares.



                        * Index did not exist.

<PAGE>   10

                                                                               5
- ---------------------------
                           Small Cap Growth Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ----------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C   CLASS I
   ----------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                       5.25%      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)             NONE (2)   5.00%     1.00%      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .74%      .74%      .74%      .74%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .35%      .35%      .35%      .35%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.44%     2.09%     2.09%     1.09%
   -------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)          (.14%)    (.04%)    (.04%)    (.04%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                         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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.30% for Class A shares, 2.05% for Class B
                            shares, 2.05% for Class C shares, and 1.05% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                              CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                          ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                        REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                         THE END OF                    THE END OF
                                                         EACH PERIOD                   EACH PERIOD
   -------------------------------------------------------------------------------------------------------------------------------
   <S>                                        <C>       <C>             <C>           <C>             <C>           <C>       <C>
   1 Year (1)                                 $  650       $  708         $  208         $  308         $  208      $  107
   -------------------------------------------------------------------------------------------------------------------------------
   3 Years                                       944          951            651            651            651         343
   -------------------------------------------------------------------------------------------------------------------------------
   5 Years                                     1,258        1,320          1,120          1,120          1,120         597
   -------------------------------------------------------------------------------------------------------------------------------
   10 Years                                    2,147        2,252          2,252          2,418          2,418       1,325
   -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $664
                                         Class B (no redemption)      $212
                                         Class B (with redemption)    $712
                                         Class C (no redemption)      $212
                                         Class C (with redemption)    $312
                                         Class I                      $111
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   11

6
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Small Cap Value Fund

WHAT IS THE GOAL OF THE
SMALL CAP VALUE FUND?   The Fund seeks long-term capital growth primarily by
                        investing in equity securities of companies with small
                        capitalizations.


WHAT ARE THE SMALL CAP
VALUE FUND'S MAIN
INVESTMENT STRATEGIES?  The Fund invests mainly in equity securities of small
                        domestic companies with market capitalizations of $100
                        million to $3 billion. In reviewing investment
                        opportunities, Banc One Investment Advisors looks for
                        high quality management, a dominant position in a major
                        product line, significant equity ownership positions by
                        management, a sound financial position, and a relatively
                        high rate of return on invested capital. The Fund also
                        will invest in companies that demonstrate a potential
                        for earnings growth due to management changes, new
                        products, or a changing marketplace. For more
                        information about the Small Cap Value Fund's investment
                        strategies, please read "More About The Funds" and
                        "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
SMALL CAP VALUE FUND?   The main risks of investing in the Small Cap Value Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Small Cap Value Fund will change every day in response
                        to market conditions. You may lose money if you invest
                        in the Small Cap Value Fund.

            MAIN RISKS
- ----------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        small cap stocks in particular) may decline over short
                        or extended periods of time. When the value of the
                        Fund's securities goes down, your investment in the Fund
                        decreases in value.

                        Smaller Companies. The Fund's primary investment
                        strategy is to invest in smaller, newer companies. These
                        investments may be riskier than investments in larger,
                        more established companies. Securities of smaller
                        companies tend to be less liquid and more volatile than
                        stocks of larger companies. In addition, small companies
                        may be more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   12

                                                                               7
- ---------------------------

                           Small Cap Value Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE SMALL CAP
  VALUE FUND PERFORMED? By showing the variability of the Small Cap Value Fund
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE SMALL CAP
                        VALUE FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                         SMALL CAP VALUE FUND
                                                                         --------------------
<S>                                                           <C>
1989                                                                             22.47
1990                                                                             -7.34
1991                                                                             58.42
1992                                                                                17
1993                                                                             12.29
1994                                                                             -5.04
1995                                                                             25.33
1996                                                                             25.63
1997                                                                             30.57
1998                                                                             -4.09
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -12.12%. The above quoted performance data
                            includes the performance of a common trust fund,
                            the predecessor to the Pegasus Small Cap
                            Opportunity Fund and the Pegasus Small Cap
                            Opportunity Fund for the period before the
                            consolidation with One Group Small Cap Value Fund
                            on March 22, 1999. The predecessor to the Pegasus
                            Small Cap Opportunity Fund commenced operations
                            on January 27, 1995 subsequent to the transfer of
                            assets from a common trust fund with materially
                            equivalent investment objectives, policies,
                            guidelines and restrictions as the Fund. The
                            quoted performance of the Fund includes the
                            performance of the common trust fund for periods
                            prior to the commencement of operations of the
                            predecessor to the Pegasus Small Cap Opportunity
                            Fund as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
Best Quarter:  23.56%  1Q1991       Worst Quarter:  -24.07%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   13

8
ONE GROUP(R)
- ---------------------------

                           FUND SUMMARY
                           Small Cap Value Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                                          1 YEAR        5 YEARS        10 YEARS             LIFE
   CLASS A                                                                                            (since 6/30/72)
   <S>                                                    <C>           <C>           <C>            <C>
   One Group Small Cap Value Fund                          -9.30%       11.66%          14.88%             9.33%
   --------------------------------------------------------------------------------------------------------------------
   Russell 2000 (2)                                        -2.57%       11.86%          12.92%                 *
   --------------------------------------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Value Index (3)                     -5.06%       15.31%               *                 *
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------------
                                                          1 YEAR        5 YEARS        10 YEARS             LIFE
   CLASS B                                                                                            (since 6/30/72)
   <S>                                                    <C>           <C>           <C>            <C>
   One Group Small Cap Value Fund                          -9.68%       12.05%          15.19%             9.46%
   --------------------------------------------------------------------------------------------------------------------
   Russell 2000 (2)                                        -2.57%       11.86%          12.92%                 *
   --------------------------------------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Value Index (3)                     -5.06%       15.31%               *                 *
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------------
                                                          1 YEAR        5 YEARS        10 YEARS             LIFE
   CLASS I                                                                                            (since 6/30/72)
   <S>                                                    <C>           <C>           <C>            <C>
   One Group Small Cap Value Fund                          -4.09%       13.36%          16.03%            10.14%
   --------------------------------------------------------------------------------------------------------------------
   Russell 2000 (2)                                        -2.57%       11.86%          12.92%                 *
   --------------------------------------------------------------------------------------------------------------------
   S&P/BARRA Small Cap Value Index (3)                     -5.06%       15.31%               *                 *
</TABLE>



                        (1) The above-quoted performance data includes the
                            performance of a common trust fund, the
                            predecessor to the Pegasus Small Cap Opportunity
                            Fund and the Pegasus Small Cap Opportunity Fund
                            prior to the consolidation with the One Group
                            Small Cap Value Fund on March 22, 1999. The
                            predecessor to the Pegasus Small Cap Opportunity
                            Fund commenced operations on January 27, 1995 as
                            the Pegasus Small Cap Opportunity Fund subsequent
                            to the transfer of assets from a common trust
                            fund with materially equivalent investment
                            objectives, policies, guidelines and restrictions
                            as the Fund. The quoted performance of the Fund
                            includes the performance of the common trust fund
                            for periods prior to the commencement of
                            operations of the predecessor to the Pegasus
                            Small Cap Opportunity Fund as adjusted to reflect
                            the expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower. The Fund also offers Class C
                            Shares. Class C Shares commenced operations on
                            March 22, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            prospectus.



                        (2) The Russell 2000 Index is an unmanaged index
                            generally representative of the small-cap equity
                            markets. 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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares.



                        (3) The S&P/BARRA Small Cap Value Index is an
                            unmanaged index generally representative of the
                            performance of 600 small capitalization domestic
                            stocks with a lower price to book ratio. 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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares. The benchmark index
                            for the Small Cap Value Fund has been changed
                            from the Russell 2000 to the S&P/BARRA Small Cap
                            Value Index in order to better represent the
                            investment policies for comparison purposes.



                        * Index did not exist.

<PAGE>   14

                                                                               9
- ---------------------------
                           Small Cap Value Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ------------------------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------------------
   <S>                                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases                5.25%      NONE      NONE      NONE
   ------------------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                           NONE (2)   5.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                   NONE      NONE      NONE      NONE
   ------------------------------------------------------------------------------------------------------------
   Exchange Fee                                                     NONE      NONE      NONE      NONE
   ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)     CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------------
   <S>                                                   <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                                .74%      .74%      .74%      .74%
   ---------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              .35%     1.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------------
   Other Expenses                                          .37%      .37%      .37%      .37%
   ---------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   1.46%     2.11%     2.11%     1.11%
   ---------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)            (.27%)    (.17%)    (.17%)    (.17%)
   ---------------------------------------------------------------------------------------------------
   Net Expenses                                           1.19%     1.94%     1.94%      .94%
   ---------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.19% for Class A shares, 1.94% for Class B
                            shares, 1.94% for Class C shares, and .94% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)            $  640       $  697         $  197         $  297         $  197      $   96
   --------------------------------------------------------------------------------------------------------
   3 Years                  937          945            645            645            645         336
   --------------------------------------------------------------------------------------------------------
   5 Years                1,256        1,318          1,118          1,118          1,118         595
   --------------------------------------------------------------------------------------------------------
   10 Years               2,158        2,262          2,262          2,428          2,428       1,336
   --------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $666
                                         Class B (no redemption)      $214
                                         Class B (with redemption)    $714
                                         Class C (no redemption)      $214
                                         Class C (with redemption)    $314
                                         Class I                      $113
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   15

10
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Mid Cap Growth Fund

WHAT IS THE GOAL OF THE
  MID CAP GROWTH FUND?  The Fund seeks growth of capital and secondarily,
                        current income by investing primarily in equity
                        securities.


WHAT ARE THE MID CAP
  GROWTH FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests in securities that have the potential
                        to produce above-average earnings growth per share over
                        a one-to-three year period. The Fund typically invests
                        in mid-cap companies with a market capitalizations of
                        $500 million to $10 billion. 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. For more information about
                        the Mid Cap Growth Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE MID
  CAP GROWTH FUND?      The main risks of investing in the Mid Cap Growth Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Mid Cap Growth Fund will change every day in response to
                        market conditions. You may lose money if you invest in
                        the Mid Cap Growth Fund.

MAIN RISKS
- --------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        mid cap growth stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.

                        Smaller Companies. Investments in smaller, newer
                        companies may be riskier than investments in larger,
                        more established companies. Securities of smaller
                        companies tend to be less liquid than securities of
                        larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   16

                                                                              11
- ---------------------------

                           Mid Cap Growth Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE MID CAP
  GROWTH FUND
  PERFORMED?            By showing the variability of the Mid Cap Growth Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE MID CAP GROWTH
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                          MID CAP GROWTH FUND
                                                                          -------------------
<S>                                                           <C>
1990                                                                              1.37
1991                                                                             42.92
1992                                                                              9.54
1993                                                                             12.74
1994                                                                             -3.72
1995                                                                             27.88
1996                                                                             20.29
1997                                                                             30.07
1998                                                                             37.34
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            .51%.


- --------------------------------------------------------------------------------
             Best Quarter:  39.91%  4Q1998       Worst Quarter:  -17.05%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   17

12

                           FUND SUMMARY
                           Mid Cap Growth Fund
ONE GROUP(R)
- ------------------------------------
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                1 YEAR       5 YEARS              LIFE
                   CLASS A                                                  (since 2/18/92)
   <S>                                          <C>          <C>           <C>
   One Group Mid Cap Growth Fund                29.87%       19.91%              16.54%
   ------------------------------------------------------------------------------------------
   Russell Mid Cap Growth Index (1)             17.86%       17.33%              15.39%
   ------------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Growth Index (2)        34.86%       19.76%              17.23%
</TABLE>




<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------
                                                1 YEAR                            LIFE
                   CLASS B                                                  (since 1/14/94)
   <S>                                          <C>          <C>           <C>
   One Group Mid Cap Growth Fund                30.90%                           19.83%
   ------------------------------------------------------------------------------------------
   Russell Mid Cap Growth Index (1)             17.86%                           17.05%
   ------------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Growth Index (2)        34.86%                           19.58%
</TABLE>



<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------
                                                1 YEAR                            LIFE
                   CLASS C                                                  (since 11/4/97)
   <S>                                          <C>          <C>           <C>
   One Group Mid Cap Growth Fund                36.81%                           29.93%
   ------------------------------------------------------------------------------------------
   Russell Mid Cap Growth Index (1)             17.86%                           17.79%
   ------------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Growth Index (2)        34.86%                           33.71%
</TABLE>



<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------
                                                1 YEAR       5 YEARS              LIFE
                   CLASS I                                                   (since 3/2/89)
   <S>                                          <C>          <C>           <C>
   One Group Mid Cap Growth Fund                37.34%       21.48%              19.39%
   ------------------------------------------------------------------------------------------
   Russell Mid Cap Growth Index (1)             17.86%       17.33%              17.04%
   ------------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Growth Index (2)        34.86%       19.76%             *
</TABLE>



                        (1) The Russell Mid Cap Growth Index is an unmanaged
                            index generally representative of the mid-cap
                            growth market. 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 services as
                            well as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B and Class C Shares.



                        (2) The S&P/BARRA Midcap 400 Growth Index is an
                            unmanaged index representing the performance of
                            the highest price to book securities in the S&P
                            MidCap 400 Index. 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 services as
                            well as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B and Class C Shares.



                        * Index did not exist.

<PAGE>   18

                                                                              13
- ---------------------------
                           Mid Cap Growth Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them for the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)         CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------------
   <S>                                                   <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases       5.25%      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                  NONE (2)   5.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------------
     (as a percentage of original purchase price of
     redemption proceeds, as applicable)
   Redemption Fee                                          NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------------
   Exchange Fee                                            NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)     CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------------
   <S>                                                   <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                                .74%      .74%      .74%      .74%
   ---------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              .35%     1.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------------
   Other Expenses                                          .26%      .26%      .26%      .26%
   ---------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   1.35%     2.00%     2.00%     1.00%
   ---------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)            (.10%)     NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------------
   Net Expenses                                           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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.25% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                          CLASS A    CLASS B (2)     CLASS B (2)       CLASS C         CLASS C      CLASS I
                                      ASSUMING       ASSUMING NO      ASSUMING       ASSUMING NO
                                    REDEMPTION AT    REDEMPTION     REDEMPTION AT    REDEMPTION
                                     THE END OF                      THE END OF
                                     EACH PERIOD                     EACH PERIOD
   -------------------------------------------------------------------------------------------------------------
   <S>                    <C>       <C>             <C>             <C>             <C>             <C>     <C>
   1 Year (1)             $  646        $  703         $  203           $  303         $  203       $  102
   -------------------------------------------------------------------------------------------------------------
   3 Years                   921           927            627              627            627          318
   -------------------------------------------------------------------------------------------------------------
   5 Years                 1,217         1,278          1,078            1,078          1,078          552
   -------------------------------------------------------------------------------------------------------------
   10 Years                2,055         2,160          2,160            2,327          2,327        1,225
   -------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class A shares would be $655.

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   19

14
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Mid Cap Value Fund

WHAT IS THE GOAL OF THE
  MID CAP VALUE FUND?   The Fund seeks capital appreciation with the secondary
                        goal of achieving current income by investing primarily
                        in equity securities.


WHAT ARE THE MID CAP
  VALUE FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests mainly in equity securities of
                        companies with below-market average price-to-earnings
                        and price-to-book value ratios and with market
                        capitalizations of $500 million to $10 billion. In
                        choosing investments, the Fund considers the issuer's
                        soundness and earnings prospects. If Banc One Investment
                        Advisors thinks that a company's fundamentals are
                        declining or that a company's ability to pay dividends
                        has been impaired, it may eliminate the Fund's holding
                        of the company's stock. For more information about the
                        Mid Cap Value Fund's investment strategies, please read
                        "More About The Funds" and "Principal Investment
                        Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE MID
  CAP VALUE FUND?       The main risks of investing in the Mid Cap Value Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Mid Cap Value Fund and its yield will change every day
                        in response to interest rates and other market
                        conditions. You may lose money if you invest in the Mid
                        Cap Value Fund.

             MAIN RISKS
- --------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) which are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        mid cap value stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.

                        Smaller Companies. The Fund's investments in smaller,
                        newer companies may be riskier than investments in
                        larger, more established companies. Securities of small
                        companies tend to be less liquid than securities of
                        larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   20

                                                                              15
- ---------------------------

                           Mid Cap Value Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE MID CAP
  VALUE FUND PERFORMED? By showing the variability of the Mid Cap Value Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE MID CAP VALUE
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                   MID CAP VALUE FUND CLASS I SHARES
                                                                   ---------------------------------
<S>                                                           <C>
1990                                                                            -14.47
1991                                                                             27.18
1992                                                                             12.92
1993                                                                             13.20
1994                                                                             -0.71
1995                                                                             26.03
1996                                                                             16.50
1997                                                                             35.10
1998                                                                              5.67
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -8.01%.

- --------------------------------------------------------------------------------
            Best Quarter:  15.97%  4Q1998        Worst Quarter:  -17.70%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   21

16
ONE GROUP(R)

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

                           FUND SUMMARY
                           Mid Cap Value Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (1)

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


<TABLE>
<CAPTION>
                                                  1 YEAR       5 YEARS         LIFE
                   CLASS A                                                (since 2/18/92)
   <S>                                            <C>          <C>        <C>
   One Group Mid Cap Value Fund                   -0.11%       14.31%         13.67%
   --------------------------------------------------------------------------------------
   Russell Mid Cap Value Index (2)                 5.09%       17.53%         17.22%
   --------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Value Index (3)            4.67%       17.48%         16.14%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------
                                                  1 YEAR                       LIFE
                   CLASS B                                                (since 1/14/94)
   <S>                                            <C>          <C>        <C>
   One Group Mid Cap Value Fund                    0.04%                      14.28%
   --------------------------------------------------------------------------------------
   Russell Mid Cap Value Index (2)                 5.09%                      17.15%
   --------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Value Index (3)            4.67%                      17.21%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------
                                                  1 YEAR       5 YEARS         LIFE
                   CLASS I                                                (since 3/2/89)
   <S>                                            <C>          <C>        <C>
   One Group Mid Cap Value Fund                    5.67%       15.79%         13.36%
   --------------------------------------------------------------------------------------
   Russell Mid Cap Value Index (2)                 5.09%       17.53%         15.67%
   --------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Value Index (3)            4.67%       17.48%         *
</TABLE>


                        (1) The Fund also offers Class C Shares. Class C
                            Shares commenced operations on March 22, 1999 and
                            do not have a full calendar year of investment
                            returns as of the date of this Prospectus.


                        2 The Russell Mid Cap Value Index is an unmanaged
                          index generally representative of the performance
                          of the mid cap value market. 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 services as
                          well as the deduction of sales charges on Class A
                          Shares and applicable contingent deferred sales
                          charges on Class B and Class C Shares.



                        (3) The S&P/BARRA Midcap 400 Value Index is an
                            unmanaged index representing the performance of
                            the lowest price to book securities in the S&P
                            Midcap 400 Index. The performance of the index
                            does not reflect the deduction of expenses
                            associated with a mutual fund, such as investment
                            management fees. By contrast, the performance of
                            the Fund reflects the deduction of these services
                            as well as the deduction of sales charges on
                            Class A Shares and applicable contingent deferred
                            sales charges on Class B and Class C Shares.



                        * Index did not exist.

<PAGE>   22

                                                                              17
- ---------------------------
                           Mid Cap Value Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   -----------------------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                 CLASS A   CLASS B   CLASS C   CLASS I
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases               5.25%      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                          NONE (2)   5.00%     1.00%      NONE
   -----------------------------------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                  NONE      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
   Exchange Fee                                                    NONE      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)    CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .74%      .74%      .74%      .74%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            0.35%     1.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .22%      .22%      .22%      .22%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.31%     1.96%     1.96%      .96%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)           (.10%)     NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------
   Net Expenses                                          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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.21% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                         CLASS A   CLASS B (2)    CLASS B (2)      CLASS C        CLASS C      CLASS I
                                   ASSUMING NO     ASSUMING      ASSUMING NO     ASSUMING
                                   REDEMPTION    REDEMPTION AT   REDEMPTION    REDEMPTION AT
                                                  THE END OF                    THE END OF
                                                  EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>           <C>             <C>           <C>             <C>     <C>
   1 Year (1)            $  642      $  199         $  699         $  199         $  299       $   98
   --------------------------------------------------------------------------------------------------------
   3 Years                  909         615            915            615            615          306
   --------------------------------------------------------------------------------------------------------
   5 Years                1,196       1,057          1,257          1,057          1,057          531
   --------------------------------------------------------------------------------------------------------
   10 Years               2,013       2,117          2,117          2,285          2,285        1,178
   --------------------------------------------------------------------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class A Shares would be $651.

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   23

18
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Diversified Mid Cap Fund

WHAT IS THE GOAL OF THE
  DIVERSIFIED MID CAP
  FUND?                 The Fund seeks long-term capital growth by investing
                        primarily in equity securities of companies with
                        intermediate capitalizations.


WHAT ARE THE DIVERSIFIED
  MID CAP FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests mainly in equity securities of mid cap
                        companies. Mid Cap companies are defined as companies
                        with market capitalizations of $500 million to $10
                        billion. The Fund looks for mid cap companies of this
                        size with strong potential, stable market share, and an
                        ability to quickly respond to new business
                        opportunities. In choosing securities, the Fund invests
                        in mid cap and other companies across different
                        capitalization levels targeting both value and growth
                        oriented companies. Because the Fund seeks return over
                        the long term, Banc One Investment Advisors will not
                        attempt to time the market. For more information about
                        the Diversified Mid Cap Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  DIVERSIFIED MID CAP
  FUND?                 The main risks of investing in the Diversified Mid Cap
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Diversified Mid Cap Fund will change every day in
                        response to market conditions. You may lose money if you
                        invest in the Diversified Mid Cap Fund.

             MAIN RISKS
- --------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities also are subject to "stock
                        market risk" meaning that stock prices in general (or
                        mid cap stock prices in particular) may decline over
                        short or extended periods of time. When the value of the
                        Fund's securities goes down, your investment in the Fund
                        decreases in value.

                        Smaller Companies. Investments in smaller, newer
                        companies may be riskier than investments in larger,
                        more established companies. Securities of smaller
                        companies tend to be less liquid than securities of
                        larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   24

                                                                              19
- ---------------------------

                           Diversified Mid Cap Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


HOW HAS THE DIVERSIFIED
  MID CAP FUND
  PERFORMED?            By showing the variability of the Diversified Mid Cap
                        Fund performance from year to year, the chart and the
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        DIVERSIFIED MID CAP FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                DIVERSIFIED MID CAP FUND CLASS I SHARES
                                                                ---------------------------------------
<S>                                                           <C>
1989                                                                             16.26
1990                                                                             -8.58
1991                                                                             35.20
1992                                                                             24.57
1993                                                                             24.04
1994                                                                             -3.26
1995                                                                             19.74
1996                                                                             25.05
1997                                                                             27.89
1998                                                                              4.62
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -3.89%. The above-quoted performance data
                            includes the performance of a common trust fund,
                            the predecessor to the Pegasus Mid Cap
                            Opportunity Fund and the Pegasus Mid Cap
                            Opportunity Fund for the period prior to the
                            consolidation with the One Group Diversified Mid
                            Cap Fund on March 22, 1999. The predecessor to
                            the Pegasus Mid Cap Opportunity Fund commenced
                            operations on June 1, 1991 subsequent to the
                            transfer of assets from a common trust fund with
                            materially equivalent investment objectives,
                            policies, guidelines and restrictions as the
                            Fund. The quoted performance of the Fund includes
                            the performance of the common trust fund for
                            periods prior to the commencement of operations
                            of the predecessor to the Pegasus Mid Cap
                            Opportunity Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
Best Quarter:  22.78%  4Q1998       Worst Quarter:  -20.69%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   25

20
ONE GROUP(R)

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

                           FUND SUMMARY
                           Diversified Mid Cap Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (1)

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


<TABLE>
<CAPTION>
                                                          1 YEAR       5 YEARS       10 YEARS          LIFE
                       CLASS A(2)                                                                (since 12/31/83)
   <S>                                                    <C>          <C>           <C>         <C>
   One Group Diversified Mid Cap Fund                     -1.20%       12.78%         15.01%          14.13%
   --------------------------------------------------------------------------------------------------------------
   Russell 2500 Index (3)                                  0.38%       14.13%         14.61%          13.26%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------
                                                          1 YEAR       5 YEARS       10 YEARS          LIFE
                       CLASS B(2)                                                                (since 12/31/83)
   <S>                                                    <C>          <C>           <C>         <C>
   One Group Diversified Mid Cap Fund                     -0.73%       13.56%         15.53%          14.49%
   --------------------------------------------------------------------------------------------------------------
   Russell 2500 Index (3)                                  0.38%       14.13%         14.61%          13.26%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------
                                                          1 YEAR       5 YEARS       10 YEARS          LIFE
                         CLASS I                                                                 (since 12/31/83)
   <S>                                                    <C>          <C>           <C>         <C>
   One Group Diversified Mid Cap Fund                      4.62%       14.15%         15.71%          14.60%
   --------------------------------------------------------------------------------------------------------------
   Russell 2500 Index (3)                                  0.38%       14.13%         14.61%          13.26%
</TABLE>



                        (1) The above-quoted performance data includes the
                            performance of a common trust fund, the
                            predecessor to the Pegasus Mid Cap Opportunity
                            Fund and the Pegasus Mid Cap Opportunity Fund for
                            the period prior to the consolidation with the
                            One Group Diversified Mid Cap Fund on March 22,
                            1999. The predecessor to the Pegasus Mid Cap
                            Opportunity Fund commenced operations on June 1,
                            1991 subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Mid Cap Opportunity Fund as adjusted
                            to reflect the expenses associated with the Fund.
                            The common trust fund was not registered with the
                            SEC and was not subject to the investment
                            restrictions, limitations, and diversification
                            requirements imposed by law on registered mutual
                            funds. If the common trust fund had been
                            registered, its return may have been lower. The
                            Fund also offers Class C Shares. Class C Shares
                            commenced operations on March 22, 1999 and do not
                            have a full calendar year of investment returns
                            as of the date of this Prospectus.



                        (2) After June 1, 1991, but prior to the commencement
                            of operations of Class A shares on May 1, 1992
                            and Class B shares on September 23, 1996, the
                            performance for Class A shares is based on Class
                            I share performance, and the performance for
                            Class B shares is based on Class A share
                            performance adjusted to reflect the difference in
                            expenses and sales charges.



                        (3) The Russell 2500 Index is an unmanaged index
                            generally representative of the performance of
                            the 2500 smallest companies in the Russell 3000
                            index which represents approximately 17% of the
                            total market capitalization of the Russell 3000
                            Index. The performance of the index does not
                            reflect the deduction of expenses associated with
                            a mutual fund, such as investment management
                            fees. By contrast, the performance of the Fund
                            reflects the deduction of these services as well
                            as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B and Class C Shares.

<PAGE>   26

                                                                              21
- ---------------------------
                           Diversified Mid Cap Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   -----------------------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                 CLASS A   CLASS B   CLASS C   CLASS I
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases               5.25%      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                          NONE (2)   5.00%     1.00%      NONE
   -----------------------------------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                  NONE      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
   Exchange Fee                                                    NONE      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)    CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .74%      .74%      .74%      .74%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .35%     1.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .26%      .26%      .26%      .26%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.35%     2.00%     2.00%     1.00%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)           (.24%)    (.14%)    (.14%)    (.14%)
   --------------------------------------------------------------------------------------------------
   Net Expenses                                          1.11%     1.86%     1.86%      .86%
   --------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.11% for Class A shares, 1.86% for Class B
                            shares, 1.86% for Class C shares, and .86% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)            $  632       $  689         $  189         $  289         $  189      $   88
   --------------------------------------------------------------------------------------------------------
   3 Years                  908          914            614            614            614         304
   --------------------------------------------------------------------------------------------------------
   5 Years                1,204        1,265          1,065          1,065          1,065         539
   --------------------------------------------------------------------------------------------------------
   10 Years               2,044        2,148          2,148          2,316          2,316       1,212
   --------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $655
                                         Class B (no redemption)      $203
                                         Class B (with redemption)    $703
                                         Class C (no redemption)      $203
                                         Class C (with redemption)    $303
                                         Class I                      $102
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   27

22
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Large Cap Growth Fund

WHAT IS THE GOAL OF THE
  LARGE CAP GROWTH FUND?The Fund seeks long-term capital appreciation and growth
                        of income by investing primarily in equity securities.


WHAT ARE THE LARGE CAP
  GROWTH FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests mainly in equity securities of large,
                        well-established companies. The weighted average
                        capitalization of companies in which the Fund invests
                        normally will exceed the median market capitalization of
                        the Standard & Poor's 500 Composite Stock Price Index
                        ("S&P 500 Index"). (1) For more information about the
                        Large Cap Growth Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  LARGE CAP GROWTH FUND?The main risks of investing in the Large Cap Growth Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Large Cap Growth Fund will change every day in response
                        to market conditions. You may lose money if you invest
                        in the Large Cap Growth Fund.

            MAIN RISKS
- --------------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        large cap growth stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.


                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   28

                                                                              23
- ---------------------------

                           Large Cap Growth Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE LARGE CAP
  GROWTH FUND
  PERFORMED?            By showing the variability of the Large Cap Growth
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE LARGE
                        CAP GROWTH FUND IS NOT NECESSARILY AN INDICATION OF HOW
                        THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                         LARGE CAP GROWTH FUND
                                                                         ---------------------
<S>                                                           <C>
1993                                                                             13.95
1994                                                                              5.56
1995                                                                             27.04
1996                                                                             17.25
1997                                                                             32.84
1998                                                                             44.71
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            6.82%.


- --------------------------------------------------------------------------------
              Best Quarter:  24.51%  4Q1998       Worst Quarter:  -6.66%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   29

24
ONE GROUP(R)

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

                           FUND SUMMARY
                           Large Cap Growth Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                 1 YEAR                        LIFE
                                             CLASS A                                     (since 2/22/94)
                                     <S>                         <C>          <C>        <C>
                                     One Group Large Cap
                                       Growth Fund               36.74%                       23.39%
                                     --------------------------------------------------------------------
                                     S&P/BARRA 500 Growth
                                       Index (1)                 42.16%                       28.94%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------
                                                                 1 YEAR                        LIFE
                                             CLASS B                                     (since 1/14/94)
                                     <S>                         <C>          <C>        <C>
                                     One Group Large Cap
                                       Growth Fund               38.24%                       23.38%
                                     --------------------------------------------------------------------
                                     S&P/BARRA 500 Growth
                                       Index (1)                 42.16%                       27.92%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------
                                                                 1 YEAR                        LIFE
                                             CLASS C                                     (since 11/4/97)
                                     <S>                         <C>          <C>        <C>
                                     One Group Large Cap
                                       Growth Fund               42.30%                       40.01%
                                     --------------------------------------------------------------------
                                     S&P/BARRA 500 Growth
                                       Index (1)                 42.16%                       39.93%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------
                                                                 1 YEAR       5 YEARS          LIFE
                                             CLASS I                                     (since 2/28/92)
                                     <S>                         <C>          <C>        <C>
                                     One Group Large Cap
                                       Growth Fund               44.71%       24.76%          20.92%
                                     --------------------------------------------------------------------
                                     S&P/BARRA 500 Growth
                                       Index (1)                 42.16%       27.94%          21.45%
</TABLE>



                        (1) The S&P/BARRA 500 Growth Index is an unmanaged
                            index representing the performance of the highest
                            price to book securities in the S&P 500 Index.
                            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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares.

<PAGE>   30

                                                                              25
- ---------------------------
                           Large Cap Growth Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      5.25%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .69%      .69%      .69%      .69%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .25%      .25%      .25%      .25%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.29%     1.94%     1.94%      .94%
   -------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)          (.10%)     NONE      NONE      NONE
   -------------------------------------------------------------------------------------------------
   Net Expenses                                         1.19%     1.94%     1.94%      .94%
   -------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.19% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  640       $  697         $  197         $  297         $  197
                                     -------------------------------------------------------------------------------------
                                     3 Years              903          909            609            609            609
                                     -------------------------------------------------------------------------------------
                                     5 Years            1,186        1,247          1,047          1,047          1,047
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,991        2,096          2,096          2,264          2,264
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)        $   96
                                     -------------------------------------
                                     3 Years              300
                                     -------------------------------------------
                                     5 Years              520
                                     -------------------------------------------------
                                     10 Years           1,155
                                     -------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class A shares would be $649.

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   31

26
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Large Cap Value Fund

WHAT IS THE GOAL OF THE
  LARGE CAP VALUE FUND? The Fund seeks capital appreciation with the incidental
                        goal of achieving current income by investing primarily
                        in equity securities.

WHAT ARE THE LARGE CAP
  VALUE FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests mainly 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 Index"). (1) 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. For more
                        information about the Large Cap Value Fund's investment
                        strategies, please read "More About The Funds" and
                        "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  LARGE CAP VALUE FUND? The main risks of investing in the Large Cap Value Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Large Cap Value Fund will change every day in response
                        to market conditions. You may lose money if you invest
                        in the Large Cap Value Fund.

            MAIN RISKS
- --------------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        large cap value stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.


                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   32

                                                                              27
- ---------------------------

                           Large Cap Value Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE LARGE CAP
  VALUE FUND PERFORMED? By showing the variability of the Large Cap Value Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE LARGE CAP
                        VALUE FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                         LARGE CAP VALUE FUND
                                                                         --------------------
<S>                                                           <C>
1992                                                                              9.19
1993                                                                              4.65
1994                                                                              0.78
1995                                                                             24.88
1996                                                                             19.94
1997                                                                             26.32
1998                                                                             13.89
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.03%.


- --------------------------------------------------------------------------------
            Best Quarter:  15.50%  4Q1998        Worst Quarter:  -10.86%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   33

28
ONE GROUP(R)

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

                           FUND SUMMARY
                           Large Cap Value Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (1)

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


<TABLE>
<CAPTION>
                                                                1 YEAR       5 YEARS         LIFE
                                             CLASS A                                    (since 2/18/92)
                                     <S>                        <C>          <C>        <C>
                                     One Group Large Cap
                                       Value Fund                8.07%       15.39%         12.54%
                                     ------------------------------------------------------------------
                                     S&P/BARRA 500 Value
                                       Index (2)                14.67%       19.87%         18.45%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                                1 YEAR                       LIFE
                                             CLASS B                                    (since 1/14/94)
                                     <S>                        <C>          <C>        <C>
                                     One Group Large Cap
                                       Value Fund                7.81%                      15.33%
                                     ------------------------------------------------------------------
                                     S&P/BARRA 500 Value
                                       Index (2)                14.67%                      19.14%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                                1 YEAR       5 YEARS         LIFE
                                             CLASS I                                    (since 3/1/91)
                                     <S>                        <C>          <C>        <C>
                                     One Group Large Cap
                                       Value Fund               13.89%       16.78%         14.10%
                                     ------------------------------------------------------------------
                                     S&P/BARRA 500 Value
                                       Index (2)                14.67%       19.87%         18.11%
</TABLE>



                        (1) The Fund also offers Class C Shares. Class C
                            Shares commenced operations on March 22, 1999 and
                            do not have a full calendar year of investment
                            returns as of the date of this prospectus.


                        (2) The S&P/BARRA 500 Value Index is an unmanaged
                            index representing the performance of the lowest
                            price to book securities in the S&P 500 Index.
                            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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B Shares and Class C Shares.

<PAGE>   34

                                                                              29
- ---------------------------
                           Large Cap Value Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. the examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      5.25%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .74%      .74%      .74%      .74%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .24%      .24%      .24%      .24%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.33%     1.98%     1.98%      .98%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)          .10%      NONE      NONE      NONE
   ------------------------------------------------------------------------------------------------
   Net Expenses                                        1.23%     1.98%     1.98%      .98%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.23% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  644       $  701         $  201         $  301         $  201
                                     -------------------------------------------------------------------------------------
                                     3 Years              919          926            626            626            626
                                     -------------------------------------------------------------------------------------
                                     5 Years            1,215        1,276          1,076          1,076          1,076
                                     -------------------------------------------------------------------------------------
                                     10 Years           2,054        2,158          2,158          2,326          2,326
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)        $  100
                                     -------------------------------------------------------------
                                     3 Years              316
                                     -------------------------------------------------------------------
                                     5 Years              551
                                     -------------------------------------------------------------------------
                                     10 Years           1,223
                                     -------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $655
                                         Class B (no redemption)      $203
                                         Class B (with redemption)    $703
                                         Class C (no redemption)      $203
                                         Class C (with redemption)    $303
                                         Class I                      $102
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   35

30
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Equity Income Fund

WHAT IS THE GOAL OF THE
  EQUITY INCOME FUND?   The Fund seeks current income through regular payment of
                        dividends with the secondary goal of achieving capital
                        appreciation by investing primarily in equity
                        securities.


WHAT ARE THE EQUITY
  INCOME FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund attempts to keep its dividend yield above the
                        Standard & Poor's 500 Composite Price Index ("S&P 500
                        Index")(1) by investing in common stock of corporations
                        which regularly pay dividends, as well as stocks with
                        favorable long-term fundamental characteristics. As part
                        of its main investment strategy, the Fund may invest in
                        convertible bonds and REITs. Because yield is the main
                        consideration in selecting securities, the Fund may
                        purchase stocks of companies that are out of favor in
                        the financial community. For more information about the
                        Equity Income Fund's investment strategies, please read
                        "More About The Funds" and "Principal Investment
                        Strategies."


WHAT IS A REIT?         A REIT or a real estate investment trust is a pooled
                        investment vehicle which invests in income producing
                        real estate or real estate loans. REITs are classified
                        as equity REITs, mortgage REITs, or a combination of
                        equity and mortgage REITs. Equity REITs mainly invest
                        directly in real estate and obtain income from the
                        collecting rent. Mortgage REITs invest in mortgages and
                        obtain income from collecting interest payments on the
                        mortgages. REITs are not taxed on income distributed to
                        shareholders if they comply with several requirements of
                        the Internal Revenue Code.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  EQUITY INCOME FUND?   The main risks of investing in the Equity Income Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price and
                        yield of the Equity Income Fund will change every day in
                        response to market conditions. You may lose money if you
                        invest in the Equity Income Fund.

                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   36

                                                                              31
- ---------------------------
                           Equity Income Fund

                MAIN RISKS
- --------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.

                        Yield. Because of the Fund's emphasis on yield, the Fund
                        may purchase stocks of companies that are out of favor
                        with the financial community. These stocks may have less
                        of a chance for capital appreciation than securities of
                        companies that are considered to be more attractive
                        investments. In addition, there can be no assurance that
                        a company will continue to pay dividends.

                        Real Estate Securities. The Fund's investments in real
                        estate securities are subject to the same risks as
                        direct investments in real estate. Real estate values
                        rise and fall in response to many factors, including
                        local, regional and national economic conditions, the
                        demand for rental property, and interest rates. When
                        economic growth is slowing, demand for property
                        decreases and prices may fall. Rising interest rates,
                        which drive up mortgage and financing costs, can inhibit
                        construction, purchases, and sales of property. Property
                        values could decrease because of overbuilding, extended
                        vacancies, increase in property taxes and operating
                        expenses, zoning laws, environmental regulations,
                        clean-up of and liability for environmental hazards,
                        uninsured casualty or condemnation losses, or a general
                        decline in neighborhood values. The Fund's investments
                        and your investment may decline in response to declines
                        in property values or other adverse changes to the real
                        estate market.

                        REIT Risk. In addition to the risks facing real estate
                        securities, the Fund's investments in REITs involve
                        unique risks. REITs may have limited financial
                        resources, may trade less frequently and in limited
                        volume and may be more volatile than other securities.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   37

32
ONE GROUP(R)

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

                           FUND SUMMARY
                           Equity Income Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. 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 for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE EQUITY
  INCOME FUND
  PERFORMED?            By showing the variability of the Equity Income Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE EQUITY INCOME
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
1989                                                                             26.24
- ----                                                                             -----
<S>                                                           <C>
1990                                                                             -3.14
1991                                                                             23.66
1992                                                                              6.81
1993                                                                              11.4
1994                                                                              0.98
1995                                                                             34.94
1996                                                                              16.7
1997                                                                             32.52
1998                                                                             17.18
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -2.24%.

- --------------------------------------------------------------------------------
Best Quarter:  16.77%  2Q1997        Worst Quarter:  -9.67%  3Q1990
- --------------------------------------------------------------------------------


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                           1 YEAR       5 YEARS                        LIFE
                                                  CLASS A                                                         (since 2/18/92)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Equity Income Fund          16.76%       19.50%                        16.68%
                                     --------------------------------------------------------------------------------------------
                                     S&P 500 Index (1)                     28.58%       24.06%                        20.13%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                           1 YEAR                                      LIFE
                                                  CLASS B                                                         (since 1/14/94)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Equity Income Fund          11.07%                                     18.46%
                                     --------------------------------------------------------------------------------------------
                                     S&P 500 Index (1)                     28.58%                                     23.67%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                           1 YEAR                                      LIFE
                                                  CLASS C                                                         (since 11/4/97)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Equity Income Fund          15.08%                                     17.64%
                                     --------------------------------------------------------------------------------------------
                                     S&P 500 Index (1)                     28.58%                                     28.11%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                           1 YEAR       5 YEARS       10 YEARS         LIFE
                                                  CLASS I                                                         (since 7/2/87)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Equity Income Fund          17.18%       19.82%         16.08%         13.73%
                                     --------------------------------------------------------------------------------------------
                                     S&P 500 Index (1)                     28.58%       24.06%         19.21%         15.75%
</TABLE>



                        (1) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the US stock market. 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 Funds reflects the deduction
                            of these services as well as the deduction of
                            sales charges on Class A Shares and applicable
                            contingent deferred sales charges on Class B and
                            Class C Shares.

<PAGE>   38

                                                                              33
- ---------------------------
                           Equity Income Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ----------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C   CLASS I
                                     ----------------------------------------------------------------------------------------------
                                     <S>                                              <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                       5.25%      NONE      NONE      NONE
                                     ----------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)             NONE (2)   5.00%     1.00%      NONE
                                     ----------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE      NONE      NONE      NONE
                                     ----------------------------------------------------------------------------------------------
                                     Exchange Fee                                       NONE      NONE      NONE      NONE
                                     ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)    CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .74%      .74%      .74%      .74%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .35%     1.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .24%      .24%      .24%      .24%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.33%     1.98%     1.98%      .98%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)           (.10%)     NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------
   Net Expenses                                          1.23%     1.98%     1.98%      .98%
   --------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.23% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ----------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)                                $  644       $  701         $  201         $  301         $  201      $  100
   ----------------------------------------------------------------------------------------------------------------------------
   3 Years                                      915          921            621            621            621         312
   ----------------------------------------------------------------------------------------------------------------------------
   5 Years                                    1,206        1,268          1,068          1,068          1,068         542
   ----------------------------------------------------------------------------------------------------------------------------
   10 Years                                   2,034        2,139          2,139          2,306          2,306       1,201
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class A Shares would be $653.

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   39

34
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Diversified Equity Fund

WHAT IS THE GOAL OF THE
  DIVERSIFIED EQUITY
  FUND?                 The Fund seeks long term capital growth and growth of
                        income with a secondary objective of providing a
                        moderate level of current income.

WHAT ARE THE DIVERSIFIED
  EQUITY FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests mainly in common stocks of overlooked
                        or undervalued companies that have the potential for
                        earnings growth over time. The Fund uses a multi-style
                        approach, meaning that it may invest across different
                        capitalization levels targeting both value and growth
                        oriented companies. Because the Fund seeks return over
                        the long term, Banc One Investment Advisors will not
                        attempt to time the market. For more information about
                        the Diversified Equity Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  DIVERSIFIED EQUITY
  FUND?                 The main risks of investing in the Diversified Equity
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Diversified Equity Fund will change every day in
                        response to market conditions. You may lose money if you
                        invest in the Diversified Equity Fund.

            MAIN RISKS
- --------------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.

                        Smaller Companies. Investments in smaller, newer
                        companies may be riskier than investments in larger,
                        more established companies. Securities of smaller
                        companies tend to be less liquid than securities of
                        larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   40

                                                                              35
- ---------------------------

                           Diversified Equity Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE DIVERSIFIED
  EQUITY FUND
  PERFORMED?            By showing the variability of the Diversified Equity
                        Fund performance from year to year, the charts and table
                        below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        DIVERSIFIED EQUITY FUND IS NOT NECESSARILY AN INDICATION
                        OF HOW THE FUND WILL PERFORM IN THE FUTURE.


                        TOTAL RETURN (per calendar year) (1) -- CLASS A SHARES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        DIVERSIFIED EQUITY FUND
                                                                        -----------------------
<S>                                                           <C>
1990                                                                              1.40
1991                                                                             38.13
1992                                                                             13.64
1993                                                                              7.33
1994                                                                             -3.64
1995                                                                             27.54
1996                                                                             21.42
1997                                                                             34.53
1998                                                                             27.96
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.08%. The above quoted performance data includes
                            the performance of the Paragon Value Equity
                            Income Fund for the period before its
                            consolidation with the One Group Diversified
                            Equity Fund on March 26, 1996.


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

            Best Quarter:  21.43%  4Q1998       Worst Quarter:  -11.31%  3Q1990

- --------------------------------------------------------------------------------
<PAGE>   41

36
ONE GROUP(R)

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

                           FUND SUMMARY
                           Diversified Equity Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (1)

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


<TABLE>
<CAPTION>
                                                                1 YEAR       5 YEARS          LIFE
                                             CLASS A                                    (since 12/29/89)
                                     <S>                        <C>          <C>        <C>
                                     One Group Diversified
                                       Equity Fund              21.24%       19.47%          17.75%
                                     -------------------------------------------------------------------
                                     S&P 500 (2)                28.58%       24.06%          17.90%
                                     -------------------------------------------------------------------
                                     S&P 1500 Index (3)         26.35%         *             *
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR                        LIFE
                                             CLASS B                                     (since 9/9/94)
                                     <S>                        <C>          <C>        <C>
                                     One Group Diversified
                                       Equity Fund              21.92%                       22.24%
                                     -------------------------------------------------------------------
                                     S&P 500 (2)                28.58%                       28.47%
                                     -------------------------------------------------------------------
                                     S&P 1500 Index (3)         26.35%                       *
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR                        LIFE
                                             CLASS C                                    (since 11/4/97)
                                     <S>                        <C>          <C>        <C>
                                     One Group Diversified
                                       Equity Fund              26.14%                       26.78%
                                     -------------------------------------------------------------------
                                     S&P 500 (2)                28.58%                       28.11%
                                     -------------------------------------------------------------------
                                     S&P 1500 Index (3)         26.35%                       26.33%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR       5 YEARS          LIFE
                                           CLASS I (4)                                  (since 12/29/89)
                                     <S>                        <C>          <C>        <C>
                                     One Group Diversified
                                       Equity Fund              28.32%       20.96%          18.06%
                                     -------------------------------------------------------------------
                                     S&P 500 (2)                28.58%       24.06%          17.90%
                                     -------------------------------------------------------------------
                                     S&P 1500 Index (3)         26.35%            *          *
</TABLE>



                        (1) The above quoted performance data includes the
                            performance of the Paragon Value Equity Income
                            Fund for the period before its consolidation with
                            the One Group Diversified Equity Fund on March
                            26, 1996.



                        (2) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the U.S. stock market. 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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares.



                        (3) The S&P 1500 Index is an unmanaged index
                            generally representative of the performance of
                            large and small companies in the US stock market.
                            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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares.



                        (4) Prior to March 26, 1996, performance for Class I
                            shares is based on Class A share performance
                            adjusted to reflect the absence of sales charges.



                        * Index did not exist.

<PAGE>   42

                                                                              37
- ---------------------------
                           Diversified Equity Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      5.25%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .72%      .72%      .72%      .72%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .24%      .24%      .24%      .24%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.31%     1.96%     1.96%      .96%
   -------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)          (.10%)     NONE      NONE      NONE
   -------------------------------------------------------------------------------------------------
   Net Expenses                                         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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.21% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ----------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)                                $  642       $  699         $  199         $  299         $  199      $   98
   ----------------------------------------------------------------------------------------------------------------------------
   3 Years                                      909          915            615            615            615         306
   ----------------------------------------------------------------------------------------------------------------------------
   5 Years                                    1,196        1,257          1,057          1,057          1,057         531
   ----------------------------------------------------------------------------------------------------------------------------
   10 Years                                   2,013        2,117          2,117          2,285          2,285       1,178
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class A would be $651.

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   43

38
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Balanced Fund

WHAT IS THE GOAL OF THE
  BALANCED FUND?        The Fund seeks to provide total return while preserving
                        capital.

WHAT ARE THE BALANCED
  FUND'S MAIN INVESTMENT
  STRATEGIES?           The Fund invests in a combination of stocks (including
                        both growth and value securities), 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 that it believes 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 returns. 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. For more information about the Balanced
                        Fund's investment strategies, please read "More About
                        The Funds" and "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  BALANCED FUND?        The main risks of investing in the Balanced Fund and the
                        circumstances likely to adversely affect your investment
                        are described below. The share price of the Balanced
                        Fund and its yield will change every day in response to
                        interest rates and other market conditions. You may lose
                        money if you invest in the Balanced Fund.
<PAGE>   44

                                                                              39
- ---------------------------
                           Balanced Fund

                MAIN RISKS
- --------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) which are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.

                        Interest Rate Risk. In connection with the Fund's fixed
                        income strategy, the Fund invests in bonds and other
                        debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Prepayment and Call Risk. As part of its fixed income
                        investment strategy, the Fund invests in mortgage-backed
                        and asset-backed securities. The issuers of these
                        securities and other callable securities may be able to
                        repay principal in advance, especially when interest
                        rates fall. Changes in pre-payment rates can affect the
                        return on investment and yield of mortgage and
                        asset-backed securities. When mortgage and other
                        obligations are pre-paid and when securities are called,
                        the Fund may have to reinvest in securities with a lower
                        yield. The Fund may also fail to recover premiums paid
                        for the securities, resulting in an unexpected capital
                        loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives may be more volatile and riskier
                        in terms of both liquidity and value than traditional
                        investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   45

40
ONE GROUP(R)

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

                           FUND SUMMARY
                           Balanced Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.

The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.

HOW HAS THE BALANCED
  FUND PERFORMED?       By showing the variability of the Balanced Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE BALANCED FUND
                        IS NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year) (1) -- CLASS A SHARES

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

<TABLE>
<CAPTION>
                                                                             BALANCED FUND
                                                                             -------------
<S>                                                           <C>
1994                                                                             -3.23
1995                                                                             24.72
1996                                                                              12.4
1997                                                                             22.26
1998                                                                             19.46
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            .83%.

- --------------------------------------------------------------------------------
Best Quarter:  12.36%  4Q1998       Worst Quarter:  -4.22%  3Q1998
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (1)

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


<TABLE>
<CAPTION>
                                                                  1 YEAR        5 YEARS           LIFE
                                              CLASS A                                        (since 4/2/93)
                                     <S>                          <C>           <C>        <C>
                                     One Group Balanced Fund       13.17%       13.42%           12.54%
                                     ------------------------------------------------------------------------
                                     S&P 500 Index (2)             28.58%       24.06%           22.63%
                                     ------------------------------------------------------------------------
                                     Lipper Balanced Funds
                                       Index (3)                   15.09%       13.87%           13.62%
</TABLE>




<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------------
                                                                  1 YEAR                          LIFE
                                              CLASS B                                       (since 1/14/94)
                                     <S>                          <C>           <C>        <C>
                                     One Group Balanced Fund       13.61%                        13.50%
                                     ------------------------------------------------------------------------
                                     S&P 500 Index (2)             28.58%                        23.67%
                                     ------------------------------------------------------------------------
                                     Lipper Balanced Funds
                                       Index (3)                   15.09%                        13.52%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------------
                                                                  1 YEAR        5 YEARS           LIFE
                                              CLASS I                                        (since 4/5/93)
                                     <S>                          <C>           <C>        <C>
                                     One Group Balanced Fund       19.77%       14.97%           13.91%
                                     ------------------------------------------------------------------------
                                     S&P 500 Index (2)             28.58%       24.06%           22.63%
                                     ------------------------------------------------------------------------
                                     Lipper Balanced Funds
                                       Index (3)                   15.09%       13.87%           13.62%
</TABLE>


                        (1) The table above compares the average annual
                            return of the Fund, which holds a mix of stocks,
                            bonds and other debt securities to an unmanaged
                            stock index and a blended index for the period
                            indicated.


                        (2) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the US stock market. The performance
                            of the index does not reflect the deduction of
                            expenses associated with a mutual fund, such as
                            investment management fees. By contrast, the
                            performance of the Fund reflects the deduction of
                            these services as well as the deduction of sales
                            charges on Class A Shares and applicable
                            contingent deferred sales charges on Class B
                            Shares.


                        (3) The Lipper Balanced Funds Index is a blended
                            index consisting of both stocks and bonds with a
                            typical stock to bond ratio of around 60% to 40%.
<PAGE>   46

                                                                              41
- ---------------------------
                           Balanced Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     5.25%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE (2)   5.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .65%      .65%      .65%      .65%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .35%      .35%      .35%      .35%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.35%     2.00%     2.00%     1.00%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)         (.20%)    (.10%)    (.10%)    (.10%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                        1.15%     1.90%     1.90%      .90%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.15% for Class A shares, 1.90% for Class B
                            shares, 1.90% for Class C shares, and .90% for
                            Class I Shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  636       $  693         $  193         $  293         $  193
                                     -------------------------------------------------------------------------------------
                                     3 Years              912          918            618            618            618
                                     -------------------------------------------------------------------------------------
                                     5 Years            1,207        1,269          1,069          1,069          1,069
                                     -------------------------------------------------------------------------------------
                                     10 Years           2,047        2,165          2,165          2,319          2,319
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)        $   92
                                     -----------------------------------
                                     3 Years              308
                                     -----------------------------------------
                                     5 Years              543
                                     -----------------------------------------------
                                     10 Years           1,216
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $655
                                         Class B (no redemption)      $203
                                         Class B (with redemption)    $703
                                         Class C (no redemption)      $203
                                         Class C (with redemption)    $303
                                         Class I                      $102
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   47

42
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Equity Index Fund

WHAT IS THE GOAL OF THE
  EQUITY INDEX FUND?    The Fund seeks investment results that correspond to the
                        aggregate price and dividend performance of securities
                        in the Standard & Poor's 500 Composite Stock Price Index
                        ("S&P 500 Index"). (1)

WHAT ARE THE EQUITY INDEX
  FUND'S MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in stocks included in the S&P
                        500 Index. The Fund may also invest in stock index
                        futures. Banc One Investment Advisors attempts to track
                        the performance of the S&P 500 Index to achieve a
                        correlation of 0.95 between the performance of the Fund
                        and that of the S&P 500 Index without taking into
                        account the Fund's expenses. For more information about
                        the Equity Index Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  EQUITY INDEX FUND?    The main risks of investing in the Equity Index Fund and
                        the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Equity Index Fund will change every day in response to
                        market conditions. You may lose money if you invest in
                        the Equity Index Fund.

            MAIN RISKS
- --------------------------------
                        Index Investing. The Fund attempts to track the
                        performance of the S&P 500 Index. Therefore, securities
                        may be purchased, retained and sold by the Fund at times
                        when an actively managed fund would not do so. If the
                        value of securities that are heavily weighted in the
                        index changes, you can expect a greater risk of loss
                        than would be the case if the Fund were not fully
                        invested in such securities.

                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        S&P 500 Index stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.


                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   48

                                                                              43
- ---------------------------

                           Equity Index Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



HOW HAS THE EQUITY INDEX
  FUND PERFORMED?       By showing the variability of the Equity Index Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE EQUITY INDEX
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                           EQUITY INDEX FUND
                                                                           -----------------
<S>                                                           <C>
1992                                                                              6.86
1993                                                                              9.37
1994                                                                              0.75
1995                                                                             37.07
1996                                                                             22.59
1997                                                                                33
1998                                                                             28.24
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            5.15%.

- --------------------------------------------------------------------------------
             Best Quarter:  21.26%  4Q1998       Worst Quarter:  -9.96%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   49

44
ONE GROUP(R)

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

                           FUND SUMMARY
                           Equity Index Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                1 YEAR       5 YEARS         LIFE
                                             CLASS A                                    (since 2/18/92)
                                     <S>                        <C>          <C>        <C>
                                     One Group Equity Index
                                       Fund                     21.21%       22.04%         18.46%
                                     ------------------------------------------------------------------
                                     S&P 500 Index (1)          28.58%       24.06%         20.13%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                                1 YEAR                       LIFE
                                             CLASS B                                    (since 1/14/94)
                                     <S>                        <C>          <C>        <C>
                                     One Group Equity Index
                                       Fund                     21.95%                      22.05%
                                     ------------------------------------------------------------------
                                     S&P 500 Index (1)          28.58%                      23.67%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                                1 YEAR                       LIFE
                                             CLASS C                                    (since 11/4/97)
                                     <S>                        <C>          <C>        <C>
                                     One Group Equity Index
                                       Fund                     26.20%                      26.89%
                                     ------------------------------------------------------------------
                                     S&P 500 Index (1)          28.58%                      28.11%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                                1 YEAR       5 YEARS         LIFE
                                             CLASS I                                    (since 7/2/91)
                                     <S>                        <C>          <C>        <C>
                                     One Group Equity Index
                                       Fund                     28.24%       23.63%         19.61%
                                     ------------------------------------------------------------------
                                     S&P 500 Index (1)          28.58%       24.06%         15.75%
</TABLE>



                        (1) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the U.S. stock market. 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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B and Class C Shares.

<PAGE>   50

                                                                              45
- ---------------------------
                           Equity Index Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      5.25%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .30%      .30%      .30%      .30%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .26%      .26%      .26%      .26%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  .91%     1.56%     1.56%      .56%
   -------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)          (.26%)    (.16%)    (.16%)    (.16%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                          .65%     1.40%     1.40%      .40%
   -------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .65% for Class A shares, 1.40% for Class B
                            shares, 1.40% for Class C shares, and .40% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                              CLASS A    CLASS B (2)     CLASS B (2)       CLASS C         CLASS C      CLASS I
                                          ASSUMING       ASSUMING NO      ASSUMING       ASSUMING NO
                                        REDEMPTION AT    REDEMPTION     REDEMPTION AT    REDEMPTION
                                         THE END OF                      THE END OF
                                         EACH PERIOD                     EACH PERIOD
   -------------------------------------------------------------------------------------------------------------------
   <S>                        <C>       <C>             <C>             <C>             <C>             <C>       <C>
   1 Year (1)                 $  588        $  643         $  143           $  243         $  143        $ 41
   -------------------------------------------------------------------------------------------------------------------
   3 Years                       775           777            477              477            477         163
   -------------------------------------------------------------------------------------------------------------------
   5 Years                       978         1,035            835              835            835         297
   -------------------------------------------------------------------------------------------------------------------
   10 Years                    1,563         1,668          1,668            1,843          1,843         686
   -------------------------------------------------------------------------------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $613
                                         Class B (no redemption)      $159
                                         Class B (with redemption)    $659
                                         Class C (no redemption)      $159
                                         Class C (with redemption)    $259
                                         Class I                       $57
</TABLE>


                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   51

46
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Market Expansion Index Fund

WHAT IS THE GOAL OF THE
  MARKET EXPANSION INDEX
  FUND?                 The Fund seeks to provide a return which substantially
                        duplicates the price and yield performance of
                        domestically traded common stocks in the small and mid
                        capitalization equity markets, as represented by a
                        market capitalization weighted combination of the
                        Standard & Poor's Small Cap 600 Index ("S&P Small Cap
                        600") and the Standard & Poor's Mid Cap 400 Index ("S&P
                        Mid Cap 400").(1)

WHAT ARE THE MARKET
  EXPANSION INDEX FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests in a representative sampling of stocks
                        of medium-sized and small U.S. companies that are
                        included in the S&P Small Cap 600 and S&P Mid Cap 400
                        and which trade on the New York and American Stock
                        Exchanges as well as over-the-counter stocks that are
                        part of the National Market System. (Not all of the
                        stocks in the indices are included in the Fund). The
                        Fund uses a sampling methodology to determine which
                        stocks to purchase or sell in order to closely replicate
                        the performance of the combined indices. The Fund seeks
                        to achieve a correlation between its portfolio and that
                        of the indices of at least 0.95, without taking into
                        account expenses. For more information about the Market
                        Expansion Index Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MARKET EXPANSION INDEX
  FUND?                 The main risks of investing in the Market Expansion
                        Index Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Market Expansion Index Fund and its yield
                        will change every day in response to economic and other
                        market conditions. You may lose money if you invest in
                        the Market Expansion Index Fund.

                        (1) "S&P Small Cap 600" and "S&P Mid Cap 400" are
                            registered service marks of Standard & Poor's
                            corporation, which does not sponsor and is in no
                            way affiliated with the Fund.
<PAGE>   52

                                                                              47
- ---------------------------
                           Market Expansion Index Fund

                MAIN RISKS
- --------------------------
                        Index Investing. The Fund attempts to track the
                        performance of the S&P Small Cap 600 Index and the S&P
                        Mid Cap 400 Index. Therefore, securities may be
                        purchased, retained and sold by the Fund at times when
                        an actively managed fund would not do so. If the value
                        of securities that are heavily weighted in the index
                        changes, you can expect a greater risk of loss than
                        would be the case if the Fund were not fully invested in
                        such securities.

                        Market Risk. The Fund invests in equity securities (such
                        as stocks) which are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        small cap and mid cap stock prices in particular) may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.

                        Smaller Companies. The Fund's investments in smaller,
                        newer companies may be riskier than investments in
                        larger, more established companies. Securities of
                        smaller companies tend to be less liquid than securities
                        of larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   53

48
- ---------------------------
ONE GROUP(R)

- ------------------------------------
                           FUND SUMMARY
                           Market Expansion Index Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.


                        This Section would normally include a bar chart and
                        average annual total return table. The Market Expansion
                        Index Fund began operations on July 31, 1998 and did not
                        have a full calendar year of investment returns as of
                        the date of this prospectus.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT)(1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     5.25%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE(2)    5.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -----------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)(3)  CLASS A   CLASS B   CLASS C   CLASS I
   -----------------------------------------------------------------------------------------------
   <S>                                               <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                            .35%      .35%      .35%      .35%
   -----------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees          .35%     1.00%     1.00%      NONE
   -----------------------------------------------------------------------------------------------
   Other Expenses                                      .73%      .73%      .73%      .73%
   -----------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses               1.43%     2.08%     2.08%     1.08%
   -----------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement(4)         (.61%)    (.51%)    (.51%)    (.51%)
   -----------------------------------------------------------------------------------------------
   Net Expenses                                        .82%     1.57%     1.57%      .57%
   -----------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .82% for Class A shares, 1.57% for Class B
                            shares, 1.57% for Class C shares, and .57% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.

<PAGE>   54

                                                                              49
- ---------------------------
                           Market Expansion Index Fund
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
                                             CLASS A    CLASS B(2)     CLASS B(2)       CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ------------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>       <C>
   1 Year(1)                                 $  604       $  660         $  160         $  260         $  160      $   58
   ------------------------------------------------------------------------------------------------------------------------------
   3 Years                                      897          903            603            603            603         293
   ------------------------------------------------------------------------------------------------------------------------------
   5 Years                                    1,211        1,272          1,077          1,072          1,072         546
   ------------------------------------------------------------------------------------------------------------------------------
   10 Years                                   2,098        2,203          2,203          2,370          2,370       1,271
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $663
                                         Class B (no redemption)      $211
                                         Class B (with redemption)    $711
                                         Class C (no redemption)      $211
                                         Class C (with redemption)    $311
                                         Class I                      $110
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   55

50
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        International
                        Equity Index Fund

WHAT IS THE GOAL OF THE
  INTERNATIONAL EQUITY
  INDEX FUND?           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.(1)


WHAT ARE THE
  INTERNATIONAL EQUITY
  INDEX FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests mainly in foreign stocks included in
                        the MSCI EAFE GDP Index. The Fund may also invest in
                        stock index futures. Banc One Investment Advisors
                        attempts to track the performance of the MSCI EAFE GDP
                        Index to achieve a correlation of 0.90 between the
                        performance of the Fund and that of the MSCI EAFE GDP
                        Index, without taking into account the Fund's expenses.
                        As part of its investment strategy, the Fund may invest
                        in securities of emerging international markets such as
                        Mexico, Chile and Brazil. Banc One Investment Advisors
                        selects securities of emerging markets that are included
                        in the Morgan Stanley Emerging Market Free Index based
                        on size, risk and the ease of investing in the country's
                        market (e.g., reasonable settlement procedures). Most of
                        the Fund's assets will be denominated in foreign
                        currencies. For more information about the International
                        Equity Index Fund's investment strategies, please read
                        "More About The Funds" and "Principal Investment
                        Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  INTERNATIONAL EQUITY
  INDEX FUND?           The main risks of investing in the International Equity
                        Index Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the International Equity Index Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the International Equity Index
                        Fund.

                        (1) Gross Domestic Product Weighted Morgan Stanley
                            Capital International Europe, Australasia 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.
<PAGE>   56

                                                                              51
- ---------------------------

                           International Equity Index Fund

            MAIN RISKS
- --------------------------------
                        Index Investing. The Fund attempts to track the
                        performance of the MSCI EAFE GDP Index. Therefore,
                        securities may be purchased, retained and sold by the
                        Fund at times when an actively managed fund would not do
                        so. If the value of securities that are heavily weighted
                        in the index changes, you can expect a greater risk of
                        loss than would be the case if the Fund were not fully
                        invested in such securities.

                        Foreign Securities. Investments in foreign securities
                        involve risks in addition to those of U.S. investments.
                        These risks include political and economic risks,
                        currency fluctuations, higher transaction costs, delayed
                        settlement, and less stringent investor protection and
                        disclosure standards of some foreign markets. These
                        risks can make foreign investments more volatile and
                        potentially less liquid than U.S. investments.

                        Emerging Market Risk. The Fund may invest up to 10% of
                        its net assets in securities of emerging international
                        markets. The risks associated with foreign securities
                        are magnified in countries in "emerging markets." These
                        countries may have relatively unstable governments and
                        less established market economies than developed
                        countries. Emerging markets may face greater social,
                        economic, regulatory, and political uncertainties. These
                        risks make emerging market securities more volatile and
                        less liquid than securities issued in more developed
                        countries.

                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        stocks comprising the MSCI EAFE GDP Index in particular)
                        may decline over short or extended periods of time. When
                        the value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   57

52
- ---------------------------
ONE GROUP(R)

- ------------------------------------
                           FUND SUMMARY
                           International Equity Index Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE INTERNATIONAL
  EQUITY INDEX FUND
  PERFORMED?            By showing the variability of the International Equity
                        Index Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        INTERNATIONAL EQUITY INDEX FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                    INTERNATIONAL EQUITY INDEX FUND
                                                                    -------------------------------
<S>                                                           <C>
1993                                                                              29.6
1994                                                                               3.9
1995                                                                              10.2
1996                                                                              6.61
1997                                                                              5.68
1998                                                                             21.57
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            12.70%.


- --------------------------------------------------------------------------------
Best Quarter:  20.46%  4Q1998        Worst Quarter:  -14.47%  3Q1998
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                1 YEAR       5 YEARS          LIFE
                                             CLASS A                                    (since 4/23/93)
                                     <S>                        <C>          <C>        <C>
                                     One Group International
                                       Equity Index Fund        15.02%        8.01%           8.77%
                                     -------------------------------------------------------------------
                                     Morgan Stanley EAFE/GDP
                                       Index(1)                 26.71%       12.99%          11.89%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR                        LIFE
                                             CLASS B                                    (since 1/14/94)
                                     <S>                        <C>          <C>        <C>
                                     One Group International
                                       Equity Index Fund        15.37%                        7.87%
                                     -------------------------------------------------------------------
                                     Morgan Stanley EAFE/GDP
                                       Index(1)                 26.71%                       10.11%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR                        LIFE
                                             CLASS C                                    (since 11/4/97)
                                     <S>                        <C>          <C>        <C>
                                     One Group International
                                       Equity Index Fund        20.15%                       16.96%
                                     -------------------------------------------------------------------
                                     Morgan Stanley EAFE/GDP
                                       Index(1)                 26.71%                       26.08%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR       5 YEARS          LIFE
                                             CLASS I                                    (since 10/28/92)
                                     <S>                        <C>          <C>        <C>
                                     One Group International
                                       Equity Index Fund        21.57%        9.41%          12.28%
                                     -------------------------------------------------------------------
                                     Morgan Stanley EAFE/GDP
                                       Index(1)                 26.71%       12.99%          14.62%
</TABLE>



                        (1) The Morgan Stanley Capital International EAFE/GDP
                            Index is an unmanaged index generally
                            representative of the performance of
                            international stock markets. 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 services as well as the deduction of sales
                            charges on Class A Shares and applicable
                            contingent deferred sales charges on Class B and
                            Class C Shares.

<PAGE>   58

                                                                              53
- ---------------------------
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.
                           International Equity Index Fund

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     5.25%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE(2)    5.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .55%      .55%      .55%      .55%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .40%      .40%      .40%      .40%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.30%     1.95%     1.95%      .95%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement(4)          (.10%)     NONE      NONE      NONE
   ------------------------------------------------------------------------------------------------
   Net Expenses                                        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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.20% for Class A shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                             CLASS A   CLASS B(2)     CLASS B(2)       CLASS C        CLASS C      CLASS I
                                                       ASSUMING NO     ASSUMING      ASSUMING NO     ASSUMING
                                                       REDEMPTION    REDEMPTION AT   REDEMPTION    REDEMPTION AT
                                                                      THE END OF                    THE END OF
                                                                      EACH PERIOD                   EACH PERIOD
   ------------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>           <C>             <C>           <C>             <C>       <C>
   1 Year(1)                                 $  641      $  198         $  698         $  198         $  298       $   97
   ------------------------------------------------------------------------------------------------------------------------------
   3 Years                                      906         612            912            612            612          303
   ------------------------------------------------------------------------------------------------------------------------------
   5 Years                                    1,191       1,052          1,252          1,052          1,052          525
   ------------------------------------------------------------------------------------------------------------------------------
   10 Years                                   2,002       2,107          2,107          2,275          2,275        1,166
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class A Shares would be $650.

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   59

54
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Diversified
                        International Fund

WHAT IS THE GOAL OF THE
  DIVERSIFIED
  INTERNATIONAL
  FUND?                 The Fund seeks long-term capital growth by investing
                        primarily in equity securities of foreign issuers.

WHAT ARE THE DIVERSIFIED
  INTERNATIONAL FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in the securities of companies
                        located in Europe, Asia, and Latin America. The Fund
                        also will invest in other regions and countries that
                        present attractive investment opportunities, including
                        developing countries. In selecting a country for
                        investment, Banc One Investment Advisors analyzes the
                        global economic and political situation, as well as the
                        securities market of selected countries. In selecting
                        individual securities, Banc One Investment Advisors
                        selects a representative sampling of the companies
                        comprising the individual country's stock market index.
                        For more information about the Diversified International
                        Fund's investment strategies, please read "More About
                        The Funds" and "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  DIVERSIFIED
  INTERNATIONAL
  FUND?                 The main risks of investing in the Diversified
                        International Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        The share price of the Diversified International Fund
                        will change every day in response to market conditions.
                        You may lose money if you invest in the Diversified
                        International Fund.

            MAIN RISKS
- --------------------------------
                        Foreign Securities. Investments in foreign securities
                        involve risks in addition to those of U.S. investments.
                        These risks include political and economic risks,
                        currency fluctuations, higher transaction costs, delayed
                        settlement, and less stringent investor protection and
                        disclosure standards of some foreign markets. These
                        risks can make foreign investments more volatile and
                        potentially less liquid than U.S. investments. Because
                        the Fund may invest over 25% of its total assets in a
                        single country, political and economic developments in
                        that country will have a greater impact on the
                        performance of the Fund than would be the case if the
                        Fund were more widely diversified.

                        Emerging Market Risk. The risks associated with foreign
                        securities are magnified in countries in "emerging
                        markets." These countries may have relatively unstable
                        governments and less established market economies than
                        developed countries. Emerging markets may face greater
                        social, economic, regulatory, and political
                        uncertainties. These risks make emerging market
                        securities more volatile and less liquid than securities
                        issued in more developed countries.
<PAGE>   60

                                                                              55
- ---------------------------

                           Diversified International Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.


HOW HAS THE DIVERSIFIED
  INTERNATIONAL FUND
  PERFORMED?            By showing the variability of the Diversified
                        International Fund performance from year to year, the
                        charts below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        DIVERSIFIED INTERNATIONAL FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                    DIVERSIFIED INTERNATIONAL FUND
                                                                    ------------------------------
<S>                                                           <C>
1989                                                                             17.97
1990                                                                            -14.35
1991                                                                              6.57
1992                                                                             -6.65
1993                                                                             29.66
1994                                                                                 0
1995                                                                             11.46
1996                                                                              7.74
1997                                                                              3.97
1998                                                                             16.44
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            11.20%. The above quoted performance data
                            includes the performance of a common trust fund,
                            the predecessor to the Pegasus International
                            Equity Fund and the Pegasus International Equity
                            Fund for the period prior to the consolidation
                            with One Group Diversified International Fund on
                            March 22, 1999. The predecessor to the Pegasus
                            International Equity Fund commenced operations on
                            December 3, 1994 subsequent to the transfer of
                            assets from a common trust fund with materially
                            equivalent investment objectives, policies,
                            guidelines and restrictions as the Fund. The
                            quoted performance of the Fund includes the
                            performance of the common trust fund for periods
                            prior to the commencement of operations of the
                            predecessor to the Pegasus International Equity
                            Fund as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
                                    Best Quarter:  20.72%  4Q1998       Worst
Quarter:  -22.67%  3Q1990
- --------------------------------------------------------------------------------
<PAGE>   61

56
- ---------------------------
ONE GROUP(R)

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

                           FUND SUMMARY
                           Diversified International Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                                                        1 YEAR       5 YEARS       10 YEARS           LIFE
                                                 CLASS A                                                        (since 4/30/86)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group Diversified
                                       International Fund               10.05%        6.45%         5.94%             8.83%
                                     --------------------------------------------------------------------------------------------
                                     MSCI EAFE (Cap-Weighted) (3)       20.00%        9.19%         5.54%            10.03%
                                     --------------------------------------------------------------------------------------------
                                     MSCI EAFE + EMF Index (4)          15.25%        7.83%         5.57%           *
</TABLE>




<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                        1 YEAR       5 YEARS       10 YEARS           LIFE
                                               CLASS B(2)                                                       (since 4/30/86)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group Diversified
                                       International Fund               10.43%        6.81%         6.27%             9.10%
                                     --------------------------------------------------------------------------------------------
                                     MSCI EAFE (Cap-Weighted) (3)       20.00%        9.19%         5.54%            10.03%
                                     --------------------------------------------------------------------------------------------
                                     MSCI EAFE + EMF Index (4)          15.25%        7.83%         5.57%           *
</TABLE>




<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                        1 YEAR       5 YEARS       10 YEARS           LIFE
                                                 CLASS I                                                        (since 4/30/86)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group Diversified
                                       International Fund               16.43%        7.77%         6.60%             9.37%
                                     --------------------------------------------------------------------------------------------
                                     MSCI EAFE (Cap-Weighted) (3)       20.00%        9.19%         5.54%            10.03%
                                     --------------------------------------------------------------------------------------------
                                     MSCI EAFE + EMF Index (4)          15.25%        7.83%         5.57%           *
</TABLE>



                        (1) The above quoted performance data includes the
                            performance of a common trust fund, the
                            predecessor to the Pegasus International Equity
                            Fund and the Pegasus International Equity Fund
                            for the period prior to the consolidation with
                            One Group Diversified International Fund on March
                            22, 1999. The predecessor to the Pegasus
                            International Equity Fund commenced operations on
                            December 3, 1994 subsequent to the transfer of
                            assets from a common trust fund with materially
                            equivalent investment objectives, policies,
                            guidelines and restrictions as the Fund. The
                            quoted performance of the Fund includes the
                            performance of the common trust fund for periods
                            prior to the commencement of operations of the
                            predecessor to the Pegasus International Equity
                            Fund as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower. The Fund also offers Class C
                            Shares. Class C Shares commenced operations on
                            March 22, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus.



                        (2) After December 3, 1994, but prior to the
                            commencement of operations of Class B shares on
                            August 26, 1996, performance for Class B shares
                            is based on Class A share performance adjusted to
                            reflect the difference in expenses and sales
                            charges.



                        (3) The Morgan Stanley Capital International (MSCI)
                            EAFE (Cap-Weighted) Index is an unmanaged index
                            generally representative of the foreign equity
                            market as a whole. 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 benchmark index
                            for the Diversified International Fund has
                            changed from the MSCI EAFE (Cap-Weighted) Index
                            to the MSCI EAFE + EMF Index in order to better
                            represent the investment policies for comparison
                            purposes.



                        (4) The Morgan Stanley Capital International (MSCI)
                            EAFE + EMF Index is an unmanaged index generally
                            representative of the performance of
                            international stock markets and of emerging
                            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 fees. 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.



                        * Index did not exist.

<PAGE>   62

                                                                              57
- ---------------------------
                           Diversified International Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     5.25%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE (2)   5.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .80%      .80%      .80%      .80%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .26%      .26%      .26%      .26%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.41%     2.06%     2.06%     1.06%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)         (.11%)    (.01%)    (.01%)    (.01%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                        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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.30% for Class A shares, 2.05% for Class B
                            shares, 2.05% for Class C shares, and 1.05% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                               CLASS A      CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                             ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                           REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                            THE END OF                    THE END OF
                                                            EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>           <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)                                  $   650        $  708         $  208         $   308        $  208      $  107
   --------------------------------------------------------------------------------------------------------------------------------
   3 Years                                         938           945            645             645           645         336
   --------------------------------------------------------------------------------------------------------------------------------
   5 Years                                       1,246         1,308          1,108           1,108         1,108         584
   --------------------------------------------------------------------------------------------------------------------------------
   10 Years                                      2,118         2,222          2,222           2,389         2,389       1,293
   --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $661
                                         Class B (no redemption)      $209
                                         Class B (with redemption)    $709
                                         Class C (no redemption)      $209
                                         Class C (with redemption)    $309
                                         Class I                      $108
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   63

58

LOGO
ONE GROUP(R)

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


                        More About The Funds


                        Each of the fourteen funds described in this Prospectus
                        is a series of One Group Mutual Funds and is managed by
                        Banc One Investment Advisors Corporation. For more
                        information about One Group and Banc One Investment
                        Advisors, please read "Management of One Group Mutual
                        Funds" and the Statement of Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL
   INVESTMENT
   STRATEGIES           This Prospectus describes fourteen mutual funds with a
                        variety of investment objectives, including total
                        return, capital appreciation, current income, and
                        long-term capital growth. The principal investment
                        strategies that are used to meet each Fund's investment
                        objective are described in Fund Summaries: Investments,
                        Risk, & Performance in the front of this prospectus.
                        They are also described below. There can be no assurance
                        that the Funds will achieve their investment objectives.
                        Please note that each Fund may also use strategies that
                        are not described below, but which are described in the
                        Statement of Additional Information.

- -----
                        ONE GROUP SMALL CAP GROWTH FUND. The Fund may invest in
                        common stocks, debt securities, preferred stocks,
                        convertible securities, warrants, and other equity
                        securities of small capitalization companies. The Fund
                        may occasionally hold securities of companies with large
                        capitalizations if doing so contributes to the Fund's
                        investment objective.


                        - The Fund invests at least 65% of its total assets in
                          the securities of small capitalization companies.
                          Small capitalization companies have market
                          capitalizations ranging from $100 million to $3
                          billion.


                        - Although the Fund may invest up to 35% of its total
                          assets in U.S. Government Securities, other investment
                          grade fixed income securities, cash, and cash
                          equivalents, the Fund's main investment strategy is to
                          invest in equity securities of small capitalization
                          companies.

- -----

                        ONE GROUP SMALL CAP VALUE FUND. The Fund invests mainly
                        in equity securities of small domestic issuers with
                        market capitalizations of $100 million to $3 billion.


                        - The Fund invests at least 65% of its total assets in
                          common and preferred stocks, rights, warrants,
                          convertible securities, and other equity securities of
                          small capitalization companies.


                        - Although the Fund may invest up to 25% of the Fund's
                          total assets in foreign securities, the Fund's main
                          investment strategy is to invest in securities of
                          small capitalization companies.


                        - Up to 20% of the Fund's total assets may be invested
                          in U.S. government securities, other investment grade
                          fixed income securities, cash and cash equivalents.
<PAGE>   64

                                                                              59

- -----
                        ONE GROUP MID CAP GROWTH FUND. The Fund invests in
                        securities of companies that have the potential to
                        produce above-average earnings growth per share over a
                        one-to-three year period.


                        - At least 80% of the Fund's total assets will be
                          invested in equity securities of mid cap companies,
                          including common stocks and debt securities and
                          preferred stocks that are convertible to common
                          stocks. Mid cap companies are defined as companies
                          with market capitalizations of $500 million to $10
                          billion.


                        - A portion of the Fund's assets will be held in cash
                          equivalents.

- -----

                        ONE GROUP MID CAP VALUE FUND. The Fund invests mainly in
                        equity securities of companies with below-market average
                        price-to-earnings and price-to-book value ratios and mid
                        cap companies with market capitalizations of $500
                        million to $10 billion.


                        - At least 80% of the Fund's total assets will be
                          invested in equity securities, including common stock
                          and debt securities and preferred stocks that are
                          convertible into common stocks.

                        - A portion of the Fund's assets will be held in cash
                          equivalents.

- -----

                        ONE GROUP DIVERSIFIED MID CAP FUND. The Fund invests
                        mainly in equity securities of mid capitalization
                        companies. Mid cap companies are defined as companies
                        with market capitalizations of $500 million to $10
                        billion.


                        - At least 65% of the Fund's total assets normally will
                          be invested in common and preferred stocks, rights,
                          warrants, convertible securities, and other equity
                          securities of mid capitalization companies.

                        - Up to 25% of the Fund's total assets may be invested
                          in foreign securities. Up to 20% of the Fund's total
                          assets may be invested in U.S. government securities,
                          other investment grade fixed income securities, cash
                          and cash equivalents. Although the Fund may use these
                          strategies more in the future, the Fund's main
                          strategy is to invest in equity securities of mid
                          capitalization companies.

- -----
                        ONE GROUP LARGE CAP GROWTH FUND. The Fund invests mainly
                        in equity securities of large, well-established
                        companies. The weighted average capitalization of
                        companies in which the Fund invests normally will exceed
                        the median market capitalization of the Standard &
                        Poor's 500 Composite Stock Price Index.

                        - At least 65% of the Fund's total assets will be
                          invested in the equity securities of large,
                          well-established companies.

- -----
                        ONE GROUP LARGE CAP VALUE FUND. The Fund invests in
                        equity securities of large capitalization companies that
                        are believed to be selling below their long-term
                        investment values, including:


                        - At least 65% of the Fund's total assets will be
                          invested in equity securities of large cap companies
                          described above, including common stocks, and debt
                          securities and preferred stocks which are convertible
                          to common stock.


                        - A portion of the Fund's assets will be held in cash
                          equivalents.
<PAGE>   65

60

- -----
                        ONE GROUP EQUITY INCOME FUND. The Fund invests in the
                        equity securities of corporations which regularly pay
                        dividends, as well as stocks with favorable long-term
                        fundamental characteristics:

                        - The Fund normally invests at least 65% of its total
                          assets in the equity securities of corporations
                          described above, including common stocks, and debt
                          securities and preferred stock convertible to common
                          stock.

                        - A portion of the Fund's assets will be held in cash
                          equivalents.

- -----
                        ONE GROUP DIVERSIFIED EQUITY FUND. The Fund invests
                        mainly in common stocks of overlooked or undervalued
                        companies that have the potential for earnings growth
                        over time.

                        - At least 65% of the Fund's total assets will be
                          invested in equity securities.


                        - Although the Fund may invest up to 35% of the Fund's
                          total assets in U.S. government securities, other
                          investment grade fixed income securities, cash, and
                          cash equivalents, the Fund's main investment strategy
                          is to invest in equity securities.


- -----
                        ONE GROUP BALANCED FUND. The Fund invests in a
                        combination of stocks, fixed income securities and money
                        market instruments. Normally, the Fund will invest:

                        - between 40% and 75% of its total assets in all types
                          of equity securities (including stock of both large
                          and small capitalization companies and growth and
                          value securities). Up to 20% of the equities may be
                          foreign securities, including American Depository
                          Receipts.

                        - between 25% and 60% of its total assets in mid to
                          long-term fixed income securities, including bonds,
                          notes, and other debt securities. The balance will be
                          invested in cash equivalents.

                HOW DOES BANC ONE INVESTMENT ADVISORS
                                SELECT
               FIXED INCOME SECURITIES FOR THE BALANCED
                                FUND?

              Banc One Investment Advisors selects fixed
              income securities for the Balanced
              Portfolio by analyzing both individual
              securities and different industry sectors.
              Rather than attempting to time the market,
              Banc One Investment Advisors looks for
              sectors and securities that it believes
              will perform consistently well over time
              as measured by total return. The fixed
              income portion of the Balanced Fund
              attempts to enhance total return by
              selecting market sectors that offer
              risk/reward advantages based on structural
              risks and credit trends. Individual
              securities that are purchased by the Fund
              are subject to a disciplined risk/reward
              analysis both at the time of purchase and
              on an ongoing basis. This analysis
              includes an evaluation of interest rate
              risk, credit risk, and risks associated
              with the structure of the investment
              (e.g., asset-backed securities).
<PAGE>   66

                                                                              61

- -----
                        ONE GROUP EQUITY INDEX FUND. The Fund invests in stocks
                        included in the S&P 500 Index. (The Fund also invests in
                        stock index futures.) Banc One Investment Advisors seeks
                        to achieve a correlation of 0.95% between the
                        performance of the Fund and that of the S&P 500 Index.
                        The Fund may hold up to 10% of its net assets in cash or
                        cash equivalents.


                        - The percentage of stock that the Fund holds will be
                          approximately the same percentage that the stock
                          represents in the S&P 500 Index.


                        - Banc One Investment Advisors generally picks stock in
                          the order of their weightings in the S&P 500 Index,
                          starting with the heaviest weighted stock.

                        - The Fund attempts to achieve a correlation between the
                          performance of its Fund and that of the S&P 500 Index
                          of at least 0.95, without taking into account Fund
                          expenses. Perfect correlation would be 1.00.

- -----
                        ONE GROUP MARKET EXPANSION INDEX FUND. The Fund invests
                        in stocks included in the S&P Small Cap 600 Index and
                        S&P Mid Cap 400 Index.

                        - The Fund may also invest up to 25% of its total assets
                          in foreign securities through Depository Receipts.

                        - Up to 5% of the Fund's total assets may be held in
                          cash and cash equivalents.

                        - Up to 5% of the Fund's total assets may be invested in
                          futures contracts and related options.

- -----
                        ONE GROUP INTERNATIONAL EQUITY INDEX FUND. The Fund
                        invests in stocks included in the MSCI EAFE GDP Index.
                        (The Fund also invests in stock index futures.) Banc One
                        Investment Advisors seeks to achieve a correlation
                        between the performance of the Fund and that of the MSCI
                        EAFE GDP Index of at least 0.90, without taking into
                        account expenses. Perfect correlation would be 1.00.

                        - At least 65% of the Fund's total assets will be
                          invested 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.


                        - Up to 10% of the Fund's net assets may be invested in
                          securities of emerging international markets such as
                          Mexico, Chile and Brazil included in the Morgan
                          Stanley Market Free Index. These investments may be
                          made directly or through local exchanges, through
                          publicly traded closed-end country funds, or through
                          "passive foreign investment companies."


                        - Up to 20% of the Fund's total assets may be invested
                          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.

                        - A substantial portion of the Fund's assets will be
                          denominated in foreign currencies.
<PAGE>   67

62

- -----
                        ONE GROUP DIVERSIFIED INTERNATIONAL FUND. The Fund
                        invests mainly in the securities of companies located in
                        Europe, Asia and Latin America.

                        - At least 65% of the Fund's total assets normally will
                          be invested in foreign equity securities, consisting
                          of common stock (including American Depository
                          Receipts), preferred stocks, rights, warrants,
                          convertible securities, foreign currencies and options
                          on foreign currency, and other equity securities.

                        - Up to 20% of the Fund's total assets may be invested
                          in U.S. government securities, other investment grade
                          fixed income securities, cash and cash equivalents.

- --------------------------------------------------------------------------------
INVESTMENT RISKS        The risks associated with investing in the Equity Funds
                        are described below and in Fund Summaries: Investments,
                        Risk, & Performance at the front of this prospectus.

- -----
                        DERIVATIVES. The Funds may invest in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks. A Fund's use of
                        derivatives may cause the Fund to recognize higher
                        amounts of short-term capital gains (generally taxed at
                        ordinary income tax rates) than if the Fund did not use
                        such instruments.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

- -----
                        SMALL CAPITALIZATION COMPANIES. Investments in smaller,
                        younger companies may be riskier and more volatile 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.

- -----

                        FOREIGN SECURITIES. Investments in foreign securities
                        involve risks different from investments in U.S.
                        securities. These risks include the 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
                        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 the
                        International Equity Index Fund and the Diversified
                        International 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>   68

                                                                              63

- -----
                        EUROPE. Europe includes countries with highly developed
                        markets as well as countries with emerging markets. Many
                        developed countries in Western Europe are members of the
                        European Union and the EMU which requires compliance
                        with stringent fiscal and monetary controls. The markets
                        of Eastern European countries continue to remain
                        relatively undeveloped and are sensitive to political
                        and economic developments.

- -----
                        ASIA. Asia includes countries in all stages of economic
                        development from the highly developed market economy of
                        Japan to the emerging market economy of the People's
                        Republic of China. Generally, Asian economies face
                        over-extension of credit, currency devaluation, rising
                        unemployment, decreased exports, and economic
                        recessions. Currency devaluation in any one country may
                        have a negative affect on the entire region. Recently,
                        the markets in each Asian country suffered significant
                        downturns and volatility. Although the Asian market
                        appears to be recovering, continued volatility may
                        persist.

- -----
                        LATIN AMERICA. Latin America countries are considered to
                        be emerging market economies that are marked by high
                        interest rates, inflation, and unemployment. Currency
                        devaluation in any one country may have an adverse
                        affect on the entire region. Recently, the markets in
                        many Latin American countries have experienced
                        significant downturns as well as significant volatility.
                        Although the Latin American market appears to be
                        recovering, continued volatility may persist. A small
                        number of companies and industries, including the
                        telecommunications sector, represent a large portion of
                        the market in many Latin America countries.

                        For more information about risks associated with the
                        types of investments that the Equity Funds purchase,
                        please read Fund Summaries: Investments, Risk, &
                        Performance, Appendix A and the Statement of Additional
                        Information.

- --------------------------------------------------------------------------------
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.
<PAGE>   69

64

                        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.

- -----
                        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.

- --------------------------------------------------------------------------------
PORTFOLIO QUALITY       Various rating organizations (like Standard & Poor's
                        Corporation and Moody's Investor Service) assign ratings
                        to securities. Equity securities, which will make up the
                        bulk of the Funds' investments, are not rated by rating
                        organizations. Generally, ratings are divided into two
                        main categories: "Investment Grade Securities" and
                        "Non-Investment Grade Securities." Although there is
                        always a risk of default, rating agencies believe that
                        issuers of Investment Grade Securities have a high
                        probability of making payments on such securities.
                        Non-Investment Grade Securities include securities that,
                        in the opinion of the rating agencies, are more likely
                        to default than Investment Grade Securities. The Funds
                        only purchase securities that meet the rating criteria
                        described below. Banc One Investment Advisors will look
                        at a security's rating at the time of investment. If the
                        securities are unrated, Banc One Investment Advisors
                        must determine that they are of comparable quality to
                        rated securities.

- -----
                        RATINGS OF THE FUNDS' SECURITIES

                        - If a Fund invests 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 are usually
                          riskier than higher rated bonds.

                        For more information about ratings, please see
                        "Description of Ratings" in the Statement of Additional
                        Information.
<PAGE>   70

                                                                              65

- --------------------------------------------------------------------------------
TEMPORARY
   DEFENSIVE
   POSITIONS            To respond to unusual market conditions, the Funds may
                        invest their assets in cash and CASH EQUIVALENTS (see
                        below) for temporary defensive purposes. These
                        investments may result in a lower yield than
                        lower-quality or longer term investments and may prevent
                        the Funds from meeting their investment objectives.

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

                        The percentage of total assets that each Fund may invest
                        in cash and cash equivalents is as follows:


<TABLE>
<CAPTION>
                                                                               PERCENTAGE OF
                                     FUND                                      TOTAL ASSETS
                                     -------------------------------------------------------
                                     <S>                                       <C>           <C>
                                     Small Cap Growth Fund                         100%
                                     -------------------------------------------------------
                                     Small Cap Value Fund                           20%
                                     -------------------------------------------------------
                                     Mid Cap Growth Fund                           100%
                                     -------------------------------------------------------
                                     Mid Cap Value Fund                            100%
                                     -------------------------------------------------------
                                     Diversified Mid Cap Fund                       20%
                                     -------------------------------------------------------
                                     Large Cap Growth Fund                         100%
                                     -------------------------------------------------------
                                     Large Cap Value Fund                          100%
                                     -------------------------------------------------------
                                     Equity Income Fund                            100%
                                     -------------------------------------------------------
                                     Diversified Equity Fund                       100%
                                     -------------------------------------------------------
                                     Balanced Fund                                 100%
                                     -------------------------------------------------------
                                     Equity Index Fund                              10%
                                     -------------------------------------------------------
                                     Market Expansion Index Fund                     5%
                                     -------------------------------------------------------
                                     International Equity Index Fund                10%
                                     -------------------------------------------------------
                                     Diversified International Fund                 20%
</TABLE>


- --------------------------------------------------------------------------------
PORTFOLIO
   TURNOVER             The Funds may engage in active and frequent trading of
                        portfolio securities to achieve their principal
                        investment strategies. 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, 1999 is shown on the Financial Highlights. To
                        the extent portfolio turnover results in short-term
                        capital gains, such gains will generally be taxed at
                        ordinary income tax rates.
<PAGE>   71

66

[PHOTO]
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve, and Christmas.

                        - Purchase requests received by The One Group Services
                          Company before 4 p.m. Eastern Time ("ET") will be
                          effective that day. On occasion, the NYSE will close
                          before 4 p.m. ET. When that happens, purchase requests
                          received after the NYSE closes will be effective the
                          following business day.

                        - Purchase orders may be cancelled if the Fund's
                          Custodian, State Street Bank and Trust Company, does
                          not receive "federal funds" by 4:00 p.m. ET (i) on the
                          business day after the order is placed if you are
                          buying Class I 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?                One Group offers the following classes of shares:
                        - Class A, Class B and Class C shares are available to
                          the general public.

                        - Class I 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."
<PAGE>   72

                                                                              67


                        - When deciding what class of shares to buy, you should
                          consider the amount of your investment, the length of
                          time you intend to hold the shares, and the sales
                          charges and expenses applicable to each class of
                          shares. If you intend to hold your shares for seven or
                          more years, Class A shares may be more appropriate for
                          you. If you intend to hold your shares for less than
                          seven years, you may want to consider Class B or Class
                          C shares. Sales charges are discussed in the section
                          of this prospectus entitled SALES CHARGES.



                        One Group Fund Direct IRA and 403(b). One Group offers
                        retirement plans. These plans allow participants to
                        defer taxes while their retirement savings grow. 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 following the close of the NYSE at 4:00
                          p.m. ET. On occasion, the NYSE will close before 4
                          p.m. ET. When that happens, NAV will be calculated as
                          of the time the NYSE closes.

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 per Fund
                            ($100 for employees of Bank One Corporation and its
                            affiliates). The minimum initial investment for an
                            IRA and 403(b) is $250.

                          - Subsequent investments must be at least $25 per
                            Fund.

                          - You may purchase no more than $249,999 of Class B
                            shares. This is because Class A shares offer a
                            reduced sales charge on purchases of $250,000 or
                            more and have lower expenses. The section of this
                            prospectus entitled WHAT KIND OF SHARES CAN I BUY?
                            provides information that can help you choose the
                            appropriate share class.

                          - 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) payable to "One
                           Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                          Contributions to Fund Direct IRAs should be made
                          payable to "State Street Bank and Trust Company for
                          the Benefit of (your name)."

                          If you choose to pay by wire, please call The One
                          Group Services Company at 1-800-480-4111.
<PAGE>   73

68

                        5. All checks must be in U.S. dollars. One Group does
                           not accept "third party checks." Checks made payable
                           to any individual and endorsed to One Group Mutual
                           Funds are considered third party checks.

                          All checks must be payable to one of the following:

                          - One Group Mutual Funds;

                          - State Street Bank and Trust Company; or

                          - the specific Fund in which you are investing.

                          Checks made payable to any party other than those
                          listed above will be returned to the address provided
                          on the account application.


                        6. If you redeem shares purchased under the systematic
                           investment plan (see below) or that were purchased by
                           check, One Group will delay forwarding you redemption
                           proceeds until payment has been collected from your
                           bank. One Group generally receives payment within ten
                           (10) calendar days of purchase.


                        7. 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.

                        8. 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
                          to the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY & SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP BALANCED FUND -- A)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: JOHN SMITH & MARY SMITH, JTWROS)

                        - 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, 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528
<PAGE>   74

                                                                              69

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 per Fund,
                        but minimum automatic additions are only $25 per Fund.
                        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 five (5) calendar days.

                        - 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 calling The One Group Services Company
                          at 1-800-480-4111 or by sending a letter to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

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
                          Federal income 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 One Group.
                        Compensation comes from sales charges, 12b-1 fees and
                        payments by The One Group Services Company from its own
                        resources. The tables below show the charges for each
                        class of shares and the percentage of your investment
                        that is paid as a commission to a Shareholder Servicing
                        Agent.
<PAGE>   75

70

        CLASS A SHARES
- --------------------------------
                        This table shows the amount of sales charge you pay and
                        the commissions paid to Shareholder Servicing Agents.

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

<TABLE>
<CAPTION>
                                           AMOUNT         SALES CHARGE       SALES CHARGE           COMMISSION
                                             OF          AS A % OF THE          AS A %                AS A %
                                         PURCHASES       OFFERING PRICE   OF YOUR INVESTMENT     OF OFFERING PRICE
                                     <S>                 <C>              <C>                  <C>
                                     LESS THAN $50,000       5.25%              5.54%                  4.75%
                                     -------------------------------------------------------------------------------
                                     $50,000-$99,999         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 and 0.50%
                          of the purchase price if you redeem within two years
                          of purchase, unless The One Group Services Company
                          receives notice before you invest indicating that your
                          Shareholder Servicing Agent is waiving its commission.

        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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      SUBJECT TO CHARGE
                                     <S>            <C>
                                          0-1              5.00%
                                     -----------------------------------
                                          1-2              4.00%
                                     -----------------------------------
                                          2-3              3.00%
                                     -----------------------------------
                                          3-4              3.00%
                                     -----------------------------------
                                          4-5              2.00%
                                     -----------------------------------
                                          5-6              1.00%
                                     -----------------------------------
                                      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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      SUBJECT TO CHARGE
                                     <S>            <C>
                                          0-1              1.00%
                                     -----------------------------------
                                      AFTER FIRST
                                          YEAR              NONE
                                     -----------------------------------
</TABLE>
<PAGE>   76

                                                                              71

                        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.

                        - No CDSC is imposed on share appreciation, nor is a
                          CDSC imposed on shares acquired through reinvestment
                          of dividends or capital gains distributions.

                        - To keep your CDSC as low as possible, the Fund first
                          will redeem the shares you have held for the longest
                          time and thus have the lowest CDSC.

                        - If you exchange Class B or Class C shares of an
                          unrelated mutual fund for Class B or Class C shares of
                          One Group in connection with a fund reorganization,
                          the CDSC applicable to your original shares (including
                          the period of time you have held those shares) will be
                          applied to One Group shares you receive in the
                          reorganization.

            12B-1 FEES
- --------------------------------
                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees for the sale and distribution of shares
                        of the Funds. These fees are called 12b-1 fees. 12b-1
                        fees are paid by One Group Mutual Funds 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 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 Class I 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%, 1.00%, and 1.00% of the average daily net assets
                          of Class A, Class B and Class C 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).

                        Because 12b-1 fees are paid out of Fund assets on an
                        on-going basis, over time these fees will increase the
                        cost of your investment and may cost you more than
                        paying other types of sales charges.
<PAGE>   77

72

- --------------------------------------------------------------------------------
SALES CHARGE
   REDUCTIONS AND
   WAIVERS

 REDUCING YOUR CLASS A  There are several ways you can reduce the sales charges
        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  No sales charge is imposed on Class A shares of the
        SALES CHARGE    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:

                          - One Group.

                          - Bank 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 One Group and their subsidiaries and
                            affiliates.

                          - An investment sub-advisor of a fund of One Group and
                            such sub-advisor's subsidiaries and affiliates.

                        4. Bought by:

                          - Affiliates of Bank One Corporation and certain
                            accounts (other than IRA Accounts) for which an
                            Intermediary acts in a fiduciary, advisory, agency,
                            custodial or Accounts which participate in select
                            affinity programs with Bank One Corporation and its
                            affiliates and subsidiaries.

                          - 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.
<PAGE>   78

                                                                              73

                          - Certain 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 Class I shares
                           of a One Group Fund or acquired in an exchange of
                           Class I 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, including Class A shares of a One Group
                           Fund, 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 One Group Fund.

                        8. Bought with assets of 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.

 WAIVER OF THE CLASS B  No sales charge is imposed on redemptions of Class B
        SALES CHARGE    shares of the Funds:
- --------------------------------
                        1. If you withdraw no more than 10% of the value of your
                           account in a 12 month period. Shares received from
                           dividend and capital gains reinvestment are included
                           in calculating amounts eligible for this waiver. You
                           need to participate in the Systematic Withdrawal Plan
                           to take advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class B shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I pay a Sales Charge on an Exchange?.
<PAGE>   79

74

   WAIVER OF THE
     CLASS C               No sales charge is imposed on redemptions of Class C
     SALES CHARGE          shares of the Funds:

- --------------------------------
                        1. If you withdraw no more than 10% of the value of your
                           account. Shares received from dividend and capital
                           gains reinvestment are included in calculating
                           amounts eligible for this waiver. You need to
                           participate in the Systematic Withdrawal Plan to take
                           advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class C shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I pay a Sales Charge on an Exchange?.

                        7. If The One Group Services Company receives notice
                           before you invest indicating that your Shareholder
                           Servicing Agent, due to the type of account that you
                           have, is waiving its commission.

                        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.
                        These waivers will not continue indefinitely and may be
                        discontinued at any time without notice.

- --------------------------------------------------------------------------------
EXCHANGING FUND
   SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may make the following exchanges:

                        - Class I shares of a Fund may be exchanged for Class A
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund.

                        - Class A shares of a Fund may be exchanged for Class I
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund, 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 One Group Fund.

                        - Class C shares of a Fund may be exchanged for Class C
                          shares of another One Group Fund.
<PAGE>   80

                                                                              75

                        One Group Funds offer a Systematic Exchange Privilege
                        which allows you to automatically exchange shares of one
                        fund to another on a monthly or quarterly basis. This
                        privilege is useful in Dollar Cost Averaging. To
                        participate in the Systematic Exchange Privilege, please
                        select it on your account application. To learn more
                        about it, please call The One Group Services Company at
                        1-800-480-4111.

                        One Group does not charge a fee for this privilege. In
                        addition, 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., ET.

                        - You have provided 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 Class I 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.
<PAGE>   81

76

ARE EXCHANGES TAXABLE?  Generally:

                        - An exchange between classes of shares of the same Fund
                          is not taxable for Federal income tax purposes.

                        - 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,
                          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, 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. ET (or when the NYSE closes)
                          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:

                            ONE GROUP
                            C/O STATE STREET BANK AND TRUST COMPANY
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - 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 participant in 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;

                          3. the redemption check is mailed to the shareholder
                             at the record address; or
<PAGE>   82

                                                                              77

                          4. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. 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 Class I shares and the Fund
                          receives your redemption request by 4:00 p.m. ET (or
                          when the NYSE closes), 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. ET (or
                          when the NYSE closes), 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 The One Group
                          Service 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.

                        - 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, 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.
<PAGE>   83

78

                        - 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. Shares received
                             from dividend and capital gains reinvestment are
                             included in calculating the 10%. The applicable
                             Class B or Class C sales charge is waived provided
                             your withdrawals do not exceed 10% annually.
                             Withdrawals in excess of 10% will subject the
                             entire annual withdrawal to the applicable sales
                             load.


                          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 a One Group
                             IRA or other One Group 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
- --------------------------------
                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more of a
                          Fund's assets, the Fund reserves the right to pay part
                          or all of your redemption proceeds in readily
                          marketable securities instead of cash. If payment is
                          made in securities, the Fund will value the securities
                          selected in the same manner in which it computes its
                          NAV. This process minimizes the effect of large
                          redemptions on the Fund and its remaining
                          shareholders.

                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank.


                        - Because of the high cost of handling small
                          investments, One Group charges a sub-minimum account
                          fee. Accounts under $800 that are not participating in
                          a Systematic Investment Plan will be assessed an
                          annual fee of $10.00 per Fund. The sub-minimum account
                          fee will not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                          details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.
<PAGE>   84

                                                                              79

- --------------------------------------------------------------------------------
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.

        DIVIDEND POLICIES

- --------------------------------
                        DIVIDENDS. Except for the Balanced Fund, the Equity
                        Income Fund, the International Equity Index Fund, and
                        the Diversified International Fund, the Funds generally
                        declare dividends on the last business day of each
                        quarter. The Balanced Fund and the Equity Income Fund
                        generally declare dividends on the last business day of
                        the month. The International Equity Index Fund and the
                        Diversified International Fund generally declare
                        dividends on the last business day of each year.
                        Dividends for the Funds are distributed on the first
                        business day of the next month after they are declared.
                        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 Class I 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may call The One Group Services Company at
                        1-800-480-4111 to make this change.
<PAGE>   85

80

                        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 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, for this purpose, the
                        excess of net short-term capital gains over net
                        long-term capital losses) and net capital gains (i.e.,
                        the excess of net long-term capital gains over net
                        short-term capital losses) 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 distributions from a Fund's
                        long-term capital gains will be taxable to you as such,
                        regardless of how long you have held the shares.
                        Distributions are taxable to you even if they are paid
                        from income or gains earned by a Fund prior to your
                        investment (and thus were included in the price you
                        paid).

                        Dividends paid in January, but declared in October,
                        November or December of the previous year, will be
                        considered to have been paid in the previous year.

              TAXATION OF
         RETIREMENT PLANS
- --------------------------------
                        Distributions by the Funds to qualified retirement plans
                        generally 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>   86

                                                                              81

    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, call
                        1-800-480-4111 or visit www.onegroup.com.

                REPORTING
- --------------------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   87

82

[PHOTO]
ONE GROUP(R)
- ---------------------------

                                   Management of
                                   One Group Mutual Funds

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

THE ADVISOR             Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.


- --------------------------------------------------------------------------------
ADVISORY FEES           Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates:

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

<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
                                     FUND                  AVERAGE DAILY NET ASSETS
                                     <S>                 <C>
                                     One Group(R) Small
                                       Cap Growth Fund               .74%
                                     ------------------------------------------------
                                     One Group(R) Small
                                       Cap Value
                                       Fund(2)                       .64%
                                     ------------------------------------------------
                                     One Group(R) Mid
                                       Cap Growth Fund               .74%
                                     ------------------------------------------------
                                     One Group(R) Mid
                                       Cap Value Fund                .74%
                                     ------------------------------------------------
                                     One Group(R)
                                       Diversified Mid
                                       Cap Fund(2)                   .60%
                                     ------------------------------------------------
                                     One Group(R) Large
                                       Cap Growth Fund               .72%
                                     ------------------------------------------------
                                     One Group(R) Large
                                       Cap Value Fund                .74%
                                     ------------------------------------------------
                                     One Group(R)
                                       Equity Income
                                       Fund                          .69%
                                     ------------------------------------------------
                                     One Group(R)
                                       Diversified
                                       Equity Fund                   .73%
                                     ------------------------------------------------
                                     One Group(R)
                                       Balanced Fund                 .56%
                                     ------------------------------------------------
                                     One Group(R)
                                       Equity Index
                                       Fund                          .14%
                                     ------------------------------------------------
                                     One Group(R)
                                       International
                                       Equity Index
                                       Fund(1)                       .55%
                                     ------------------------------------------------
                                     One Group(R)
                                       Diversified
                                       International
                                       Fund(2)                       .77%
                                     ------------------------------------------------
</TABLE>


                        (1) Includes fees paid by Banc One Investment
                            Advisors to Independence International, the
                            former sub-advisor to the International Equity
                            Index Fund.



                        (2) In March 1999, the Pegasus Funds and One Group
                            Mutual Funds consolidated. The investment
                            advisory fee includes fees paid to First Chicago
                            NBD Investment Management Company, an affiliate
                            of Banc One Investment Advisors, as advisor to
                            the Pegasus Funds.

<PAGE>   88

                                                                              83


                        The Market Expansion Index Fund began operations on July
                        30, 1998 and does not have a full fiscal year of
                        advisory fees. Under the investment advisory agreement
                        with the Fund, Banc One Investment Advisors is entitled
                        to a fee, which is calculated daily and paid monthly, of
                        .35% of the average daily net assets of the Market
                        Expansion Index Fund.


- --------------------------------------------------------------------------------
THE FUND
   MANAGERS             The Funds are managed by teams of Fund managers,
                        research analysts, and other investment management
                        professionals. For all the Funds, except the
                        International Equity Index Fund, the Equity Index Fund,
                        and the Market Expansion Index Fund, each team member
                        makes recommendations about the securities in the Funds.
                        The research analysts provide in-depth industry analysis
                        and recommendations, while the portfolio managers
                        determine strategy, industry weightings, Fund holdings,
                        and cash positions.

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

YEAR 2000
   READINESS
   DISCLOSURE           The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   89

84
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Small Cap Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                       SEVEN MONTHS        YEAR ENDED
                                                          YEAR ENDED JUNE 30,             ENDED           NOVEMBER 30,
                                                    -------------------------------      JUNE 30,      ------------------
CLASS A                                               1999        1998       1997        1996(A)        1995       1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>        <C>             <C>        <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $  12.02    $  10.94    $ 10.73      $ 11.50       $  9.36    $ 10.11
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                         (0.02)      (0.03)     (0.04)       (0.07)        (0.04)     (0.04)
  Net realized and unrealized gains (losses) from
    investments                                        (0.20)       2.44       1.35         1.40          2.35      (0.63)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                       (0.22)       2.41       1.31         1.33          2.31      (0.67)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net realized gains                                   (1.19)      (1.33)     (1.10)       (2.10)        (0.17)     (0.08)

Total Distributions                                    (1.19)      (1.33)     (1.10)       (2.10)        (0.17)     (0.08)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                      $  10.61    $  12.02    $ 10.94      $ 10.73       $ 11.50    $  9.36
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                  (0.53%)     23.28%     13.52%       12.85%(B)     25.07%     (6.66%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                 $ 22,081    $ 21,634    $17,299      $18,356       $95,467    $77,540
  Ratio of expenses to average net assets              1.31%       1.31%      1.27%        1.05%(C)      1.03%      1.00%
  Ratio of net investment income to average net
    assets                                            (0.24%)     (0.31%)    (0.41%)      (0.33%)(C)    (0.36%)    (0.38%)
  Ratio of expenses to average net assets*             1.44%       1.44%      1.45%        1.07%(C)      1.03%      1.00%
  Ratio of net investment income to average net
    assets*                                           (0.37%)     (0.44%)    (0.59%)      (0.35%)(C)    (0.36%)    (0.38%)
  Portfolio turnover(D)                              127.83%      83.77%     92.01%       59.57%        65.00%     51.00%
</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 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.


<TABLE>
<CAPTION>
                                                                            SEVEN MONTHS        YEAR        SEPTEMBER 12,
                                               YEAR ENDED JUNE 30,             ENDED           ENDED           1994 TO
                                          ------------------------------      JUNE 30,      NOVEMBER 30,    NOVEMBER 30,
CLASS B                                     1999       1998       1997        1996(A)           1995           1994(B)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>        <C>        <C>             <C>             <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $  11.79    $ 10.84    $ 10.72      $ 11.56         $  9.47          $ 10.40
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment loss                        (0.06)     (0.03)     (0.10)       (0.06)          (0.07)           (0.01)
  Net realized and unrealized gains
    (losses) from investments                (0.28)      2.31       1.32         1.35            2.33            (0.92)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities             (0.34)      2.28       1.22         1.29            2.26            (0.93)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net realized gains                         (1.19)     (1.33)     (1.10)       (2.13)          (0.17)               -

Total Distributions                          (1.19)     (1.33)     (1.10)       (2.13)          (0.17)               -
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD            $  10.26    $ 11.79    $ 10.84      $ 10.72         $ 11.56          $  9.47
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)        (1.69%)    22.24%     12.74%       12.47%(C)       24.21%           (9.08%)(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)       $ 10,278    $ 8,567    $ 3,835      $ 2,545         $ 1,814          $   231
  Ratio of expenses to average net
    assets                                   2.06%      2.06%      2.02%        1.87%(D)        1.78%            1.75%(D)
  Ratio of net investment income to
    average net assets                      (1.00%)    (1.02%)    (1.16%)      (1.10%)(D)      (1.16%)          (0.90%)(D)
  Ratio of expenses to average net
    assets*                                  2.09%      2.09%      2.12%        1.92%(D)        1.78%            1.75%(D)
  Ratio of net investment income to
    average net assets*                     (1.03%)    (1.05%)    (1.26%)      (1.15%)(D)      (1.16%)          (0.90%)(D)
  Portfolio turnover(E)                    127.83%     83.77%     92.01%       59.57%          65.00%           51.00%
</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 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) Period from commencement of operations. (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>   90

                                                                              85

- -------------------------------------
                           Small Cap Growth Fund


<TABLE>
<CAPTION>
                                                                             NOVEMBER 4,
                                                              YEAR ENDED       1997 TO
                                                               JUNE 30,       JUNE 30,
CLASS C                                                          1999          1998(A)
- ------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  11.97       $  13.03
- ------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    (0.08)         (0.02)
  Net realized and unrealized gains (losses) from
    investments                                                   (0.27)          0.29
- ------------------------------------------------------------------------------------------------
Total from Investment Activities                                  (0.35)          0.27
- ------------------------------------------------------------------------------------------------
Distributions:
  Net realized gains                                              (1.19)         (1.33)

Total Distributions                                               (1.19)         (1.33)
- ------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  10.43       $  11.97
- ------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             (1.75%)         3.08%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    129       $     90
  Ratio of expenses to average net assets                         2.06%          2.05%(C)
  Ratio of net investment income to average net assets           (1.02%)        (0.85%)(C)
  Ratio of expenses to average net assets*                        2.09%          2.07%(C)
  Ratio of net investment income to average net assets*          (1.05%)        (0.87%)(C)
  Portfolio turnover(D)                                         127.83%         83.77%
</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)
  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>
                                                                                                      MARCH 26,
                                                                     YEAR ENDED JUNE 30,               1996 TO
                                                              ----------------------------------      JUNE 30,
CLASS I                                                         1999         1998         1997         1996(A)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>           <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  12.05     $   10.94     $ 10.75      $  10.00
- ------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                       -             -       (0.02)            -
  Net realized and unrealized gains from investments             (0.24)         2.44        1.31          0.78
- ------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 (0.24)         2.44        1.29          0.78
- ------------------------------------------------------------------------------------------------------------------------
Distributions:
  From net realized gains                                        (1.19)        (1.33)      (1.10)        (0.03)

Total Distributions                                              (1.19)        (1.33)      (1.10)        (0.03)
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  10.62     $   12.05     $ 10.94      $  10.75
- ------------------------------------------------------------------------------------------------------------------------
Total Return                                                    (0.72%)       23.58%      13.44%        13.39%(B)(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $130,974     $ 114,951     $78,318      $ 83,371
  Ratio of expenses to average net assets                        1.06%         1.06%       1.02%         0.96%(D)
  Ratio of net investment income to average net assets           0.00%        (0.05%)     (0.16%)       (0.16%)(D)
  Ratio of expenses to average net assets*                       1.09%         1.09%       1.12%         1.05%(D)
  Ratio of net investment income to average net assets*         (0.03%)       (0.08%)     (0.26%)       (0.25%)(D)
  Portfolio turnover(E)                                        127.83%        83.77%      92.01%        59.57%
</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 Class I 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.

<PAGE>   91

86
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Small Cap Value Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements are incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                         SIX MONTHS                                          JANUARY 27,
                                                           ENDED            YEAR ENDED DECEMBER 31,            1995 TO
                                                          JUNE 30,      --------------------------------     DECEMBER 31,
CLASS A                                                   1999(E)        1998        1997         1996         1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>         <C>         <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $  14.81      $ 16.03     $ 13.70     $  12.20       $ 10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                               (0.05)       (0.10)      (0.06)       (0.02)         0.02
  Net realized and unrealized gains (losses) from
    investments                                              (0.64)       (0.59)       4.16         3.02          2.45
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             (0.69)       (0.69)       4.10         3.00          2.47
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          -            -           -            -         (0.02)
  Net realized gains                                         (0.08)       (0.46)      (1.77)       (1.50)        (0.25)
  In excess of net realized gain                                 -        (0.07)          -            -             -

Total Distributions                                          (0.08)       (0.53)      (1.77)       (1.50)        (0.27)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $  14.04      $ 14.81     $ 16.03     $  13.70       $ 12.20
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Load)                          (4.61%)(B)   (4.29%)     30.16%       24.59%        24.80%(B)
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                       $ 26,592      $32,217     $21,836     $  6,697       $   672
  Ratio of expenses to average net assets                    1.17%(C)     1.19%       1.18%        1.13%         1.25%(C)
  Ratio of net investment income to average net assets      (0.58%)(C)   (0.73%)     (0.68%)      (0.29%)        0.19%(C)
  Ratio of expenses to average net assets*                   1.29%(C)     1.19%       1.18%        1.24%         2.56%(C)
  Ratio of net investment income to average net assets*     (0.70%)(C)   (0.73%)     (0.68%)      (0.40%)       (1.12%)(C)
  Portfolio turnover(D)                                     50.90%       42.39%      58.29%       93.82%        38.89%
</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)
  Upon reorganizing as a fund of One Group, the Pegasus Small-Cap Opportunity
  Fund became One Group Small Cap Value Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Small-Cap Opportunity
  Fund.



<TABLE>
<CAPTION>
                                                         SIX MONTHS                                          JANUARY 27,
                                                           ENDED            YEAR ENDED DECEMBER 31,            1995 TO
                                                          JUNE 30,      --------------------------------     DECEMBER 31,
CLASS B                                                   1999(E)        1998        1997         1996         1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>         <C>         <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $  14.41      $ 15.74     $ 13.58     $  12.12       $ 10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                      (0.11)       (0.17)      (0.07)       (0.04)        (0.03)
  Net realized and unrealized gains (losses) from
    investments                                              (0.59)       (0.63)       4.00         3.00          2.40
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             (0.70)       (0.80)       3.93         2.96          2.37
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net realized gains                                         (0.08)       (0.46)      (1.77)       (1.50)        (0.25)
  In excess of net realized gain                                 -        (0.07)          -            -             -

Total Distributions                                          (0.08)       (0.53)      (1.77)       (1.50)        (0.25)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $  13.63      $ 14.41     $ 15.74     $  13.58       $ 12.12
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Load)                          (4.81%)(B)   (5.11%)     29.17%       24.42%        23.76%(B)
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                       $  3,320      $ 4,014     $ 1,799     $    110       $    15
  Ratio of expenses to average net assets                    1.94%(C)     1.94%       1.93%        1.88%         2.00%(C)
  Ratio of net investment income to average net assets      (1.34%)(C)   (1.48%)     (1.43%)      (1.04%)       (0.51%)(C)
  Ratio of expenses to average net assets*                   2.02%(C)     1.94%       1.93%        3.04%         9.52%(C)
  Ratio of net investment income to average net assets*     (1.42%)(C)   (1.48%)     (1.43%)      (2.20%)       (8.03%)(C)
  Portfolio turnover(D)                                     50.90%       42.39%      58.29%       93.82%        38.89%
</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)
  Upon reorganizing as a fund of One Group, the Pegasus Small-Cap Opportunity
  Fund became One Group Small Cap Value Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Small-Cap Opportunity
  Fund.

<PAGE>   92

                                                                              87

- -------------------------------------
                           Small Cap Value Fund


<TABLE>
<CAPTION>
                                                               MARCH 22,
                                                                1999 TO
                                                                JUNE 30,
                          CLASS C                               1999(A)
- ----------------------------------------------------------------------------------
<S>                                                           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 12.07
- ----------------------------------------------------------------------------------
Investment Activities:
  Net realized and unrealized gains (losses) from
    investments                                                    1.53
- ----------------------------------------------------------------------------------
Total from Investment Activities                                   1.53
- ----------------------------------------------------------------------------------
Distributions:

Total Distributions                                                   -
- ----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 13.60
- ----------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             12.68%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $    19
  Ratio of expenses to average net assets                         1.94%(C)
  Ratio of net investment income to average net assets           (1.13%)(C)
  Ratio of expenses to average net assets*                        2.11%(C)
  Ratio of net investment income to average net assets*          (1.30%)(C)
  Portfolio turnover(D)                                          50.90%
</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>
                                                           SIX MONTHS                                        JANUARY 27,
                                                             ENDED           YEAR ENDED DECEMBER 31,           1995 TO
                                                            JUNE 30,     --------------------------------    DECEMBER 31,
                         CLASS I                            1999(E)        1998        1997        1996        1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>         <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $  15.02     $  16.22    $  13.80    $  12.19      $ 10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                 (0.02)       (0.07)      (0.05)      (0.01)        0.06
  Net realized and unrealized gains (losses) from
    investments                                                (0.66)       (0.60)       4.24        3.13         2.44
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                               (0.68)       (0.67)       4.19        3.12         2.50
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                            -            -           -           -        (0.06)
  In excess of net investment income                               -            -           -       (0.01)           -
  Net realized gains                                           (0.08)       (0.46)      (1.77)      (1.50)       (0.25)
  In excess of net realized gains                                  -        (0.07)          -           -            -

Total Distributions                                            (0.08)       (0.53)      (1.77)      (1.51)       (0.31)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $  14.26     $  15.02    $  16.22    $  13.80      $ 12.19
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                  (4.48%)(B)   (4.11%)     30.60%      25.63%       25.08%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                         $246,712     $276,754    $217,908    $125,840      $92,926
  Ratio of expenses to average net assets                      0.94%(C)     0.94%       0.93%       0.88%        0.85%(C)
  Ratio of net investment income to average net assets        (0.35%)(C)   (0.48%)     (0.43%)     (0.04%)       0.59%(C)
  Ratio of expenses to average net assets*                     1.03%(C)     0.94%       0.93%       1.02%        1.09%(C)
  Ratio of net investment income to average net assets*       (0.44%)(C)   (0.48%)     (0.43%)     (0.18%)      (0.35%)(C)
  Portfolio turnover(D)                                       50.90%       42.39%      58.29%      93.82%       38.89%
</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)
  Upon reorganizing as a fund of One Group, the Pegasus Small-Cap Opportunity
  Fund became One Group Small Cap Value Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Small-Cap Opportunity
  Fund.

<PAGE>   93

88
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Mid Cap Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                             ------------------------------------------------------------
CLASS A                                                        1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $  22.36     $  19.37     $  18.76     $  18.36     $  15.93
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                  (0.10)       (0.08)        0.21         0.17         0.02
  Net realized and unrealized gains (losses) from
    investments                                                  5.46         5.65         3.58         3.80         2.98
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 5.36         5.57         3.79         3.97         3.00
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                             -            -        (0.24)       (0.15)       (0.01)
  In excess of net investment income                                -            -        (0.02)           -        (0.02)
  Net realized gains                                            (2.70)       (2.58)       (2.92)       (3.42)       (0.54)

Total Distributions                                             (2.70)       (2.58)       (3.18)       (3.57)       (0.57)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  25.02     $  22.36     $  19.37     $  18.76     $  18.36
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           27.87%       30.95%       22.52%       24.32%       19.50%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                          $159,292     $ 95,647     $ 43,370     $ 28,052     $ 11,178
  Ratio of expenses to average net assets                       1.24%        1.25%        1.25%        1.25%        1.23%
  Ratio of net investment income (loss) to average net
    assets                                                     (0.60%)      (0.60%)       0.92%        0.90%        0.12%
  Ratio of expenses to average net assets*                      1.34%        1.35%        1.34%        1.36%        1.33%
  Ratio of net investment income to average net assets*        (0.70%)      (0.70%)       0.83%        0.79%        0.02%
  Portfolio turnover(A)                                       141.46%      158.43%      301.35%      435.30%      132.63%
</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)
  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 B                                                        1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $  21.44     $  18.82     $  18.43     $  18.14     $  15.85
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                  (0.18)       (0.15)        0.11         0.09        (0.07)
  Net realized and unrealized gains (losses) from
    investments                                                  5.11         5.35         3.44         3.69         2.90
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 4.93         5.20         3.55         3.78         2.83
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                             -            -        (0.22)       (0.07)           -
  In excess of net investment income                                -            -        (0.02)           -            -
  Net realized gains                                            (2.70)       (2.58)       (2.92)       (3.42)       (0.54)

Total Distributions                                             (2.70)       (2.58)       (3.16)       (3.49)       (0.54)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  23.67     $  21.44     $  18.82     $  18.43     $  18.14
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           26.96%       29.79%       21.73%       23.53%       18.47%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                          $147,600     $ 90,930     $ 37,409     $ 12,910     $  2,787
  Ratio of expenses to average net assets                       1.99%        2.00%        2.00%        2.00%        1.98%
  Ratio of net investment income to average net assets         (1.35%)      (1.35%)       0.01%        0.15%       (0.63%)
  Ratio of expenses to average net assets*                      1.99%        2.00%        2.00%        2.01%        1.98%
  Ratio of net investment income to average net assets*        (1.35%)      (1.35%)       0.01%        0.14%       (0.63%)
  Portfolio turnover(A)                                       141.46%      158.43%      301.35%      435.30%      132.63%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   94

                                                                              89

- -------------------------------------
                           Mid Cap Growth Fund


<TABLE>
<CAPTION>
                                                                             NOVEMBER 4,
                                                              YEAR ENDED       1997 TO
                                                               JUNE 30,       JUNE 30,
CLASS C                                                          1999          1998(A)
- ------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  22.42       $  21.47
- ------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    (0.15)         (0.04)
  Net realized and unrealized gains (losses) from
    investments                                                    5.47           2.77
- ------------------------------------------------------------------------------------------------
Total from Investment Activities                                   5.32           2.73
- ------------------------------------------------------------------------------------------------
Distributions:
  Net realized gains                                              (2.70)         (1.78)

Total Distributions                                               (2.70)         (1.78)
- ------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  25.04       $  22.42
- ------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             27.57%          14.27%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 16,597       $  1,088
  Ratio of expenses to average net assets                         1.99%          2.01%(C)
  Ratio of net investment income to average net assets           (1.32%)        (1.31%)(C)
  Portfolio turnover(D)                                         141.46%        158.43%
</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.


<TABLE>
<CAPTION>
                                                                              YEAR ENDED JUNE 30,
                                                       ------------------------------------------------------------------
CLASS I                                                   1999          1998         1997         1996           1995
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>          <C>          <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $    22.51     $  19.46     $  18.81     $   18.40      $   15.96
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                              (0.07)       (0.07)        0.25          0.20           0.06
  Net realized and unrealized gains (losses) from
    investments                                              5.58         5.70         3.59          3.83           2.98
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             5.51         5.63         3.84          4.03           3.04
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         -            -        (0.25)        (0.20)         (0.06)
  In excess of net investment                                   -            -        (0.02)            -              -
  Net realized gains                                        (2.70)       (2.58)       (2.92)        (3.42)         (0.54)

Total Distributions                                         (2.70)       (2.58)       (3.19)        (3.62)         (0.60)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $    25.32     $  22.51     $  19.46     $   18.81      $   18.40
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                               28.39%       31.11%       22.75%        24.63%         19.75%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                    $1,164,884     $868,901     $623,911     $ 532,525      $ 413,518
  Ratio of expenses to average net assets                   0.99%        1.00%        0.99%         1.00%          0.98%
  Ratio of net investment income to average net
    assets                                                 (0.35%)      (0.36%)       1.32%         1.15%          0.38%
  Ratio of expenses to average net assets*                  0.99%        1.00%        0.99%         1.01%          0.98%
  Ratio of net investment income to average net
    assets*                                                (0.35%)      (0.36%)       1.32%         1.14%          0.38%
  Portfolio turnover(A)                                   141.46%      158.43%      301.35%       435.30%        132.63%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   95

90
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Mid Cap Value Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS A                                                         1999         1998        1997        1996         1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  16.93     $  15.68     $ 14.72     $ 13.22     $  11.91
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.09         0.10        0.19        0.25         0.24
  Net realized and unrealized gains (losses) from
    investments                                                   0.26         3.99        2.57        2.28         1.59
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.35         4.09        2.76        2.53         1.83
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.09)       (0.10)      (0.19)      (0.25)       (0.24)
  Net realized gains                                             (2.26)       (2.74)      (1.61)      (0.78)       (0.26)
  In excess of net realized gains                                    -            -           -           -        (0.02)

Total Distributions                                              (2.35)       (2.84)      (1.80)      (1.03)       (0.52)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.93     $  16.93     $ 15.68     $ 14.72     $  13.22
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             3.70%       27.90%      20.21%      19.80%       15.43%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $122,392     $ 29,443     $23,909     $20,838     $ 13,560
  Ratio of expenses to average net assets                        1.21%        1.21%       1.23%       1.24%        1.26%
  Ratio of net investment income to average net assets           0.28%        0.60%       1.26%       1.79%        1.99%
  Ratio of expenses to average net assets*                       1.31%        1.31%       1.31%       1.35%        1.36%
  Ratio of net investment income to average net assets*          0.18%        0.50%       1.18%       1.68%        1.89%
  Portfolio turnover(A)                                        115.65%      106.41%      92.66%      90.55%      176.66%
</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)
  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 B                                                         1999         1998        1997        1996         1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  16.85     $  15.64     $ 14.69     $ 13.19     $  11.90
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                       -        (0.02)       0.08        0.15         0.15
  Net realized and unrealized gains (losses) from
    investments                                                   0.22         3.98        2.55        2.27         1.58
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.22         3.96        2.63        2.42         1.73
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.01)       (0.01)      (0.07)      (0.14)       (0.15)
  In excess of net investment income                                 -            -           -           -        (0.01)
  Net realized gains                                             (2.26)       (2.74)      (1.61)      (0.78)       (0.28)

Total Distributions                                              (2.27)       (2.75)      (1.68)      (0.92)       (0.44)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.80     $  16.85     $ 15.64     $ 14.69     $  13.19
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             2.76%       26.97%      19.19%      18.93%       14.92%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 41,380     $ 30,094     $20,499     $16,305     $ 11,222
  Ratio of expenses to average net assets                        1.95%        1.96%       1.98%       1.99%        2.00%
  Ratio of net investment income to average net assets          (0.25%)      (0.15%)      0.51%       1.04%        1.26%
  Ratio of expenses to average net assets*                       1.96%        1.96%       1.98%       2.00%        2.01%
  Ratio of net investment income to average net assets*         (0.26%)      (0.15%)      0.51%       1.03%        1.25%
  Portfolio turnover(A)                                        115.65%      106.41%      92.66%      90.55%      176.66%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   96

                                                                              91

- -------------------------------------
                           Mid Cap Value Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
                                                               1999(A)
CLASS C                                                       ---------
- -------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.34
- -------------------------------------------------------------------------------
Investment Activities:
  Net realized and unrealized gains (losses) from
    investments                                                   1.46
- -------------------------------------------------------------------------------
Total from Investment Activities                                  1.46
- -------------------------------------------------------------------------------
Distributions:

Total Distributions                                                 --
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.80
- -------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.98%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $     48
  Ratio of expenses to average net assets                        1.95%(C)
  Ratio of net investment income to average net assets          (0.44%)(C)
  Ratio of expenses to average net assets*                       1.96%(C)
  Ratio of net investment income to average net assets*         (0.45%)(C)
  Portfolio turnover(D)                                        115.65%
</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>

                                                                               YEAR ENDED JUNE 30,
                                                         ----------------------------------------------------------------
CLASS I                                                     1999          1998         1997         1996          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>          <C>          <C>           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $    16.90     $  15.65     $  14.69     $   13.20     $  11.90
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                 0.13         0.14         0.22          0.29         0.28
  Net realized and unrealized gains (losses) from
    investments                                                0.24         3.99         2.57          2.27         1.57
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                               0.37         4.13         2.79          2.56         1.85
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                       (0.13)       (0.14)       (0.22)        (0.29)       (0.27)
  Net realized gains                                          (2.26)       (2.74)       (1.61)        (0.78)       (0.28)

Total Distributions                                           (2.39)       (2.88)       (1.83)        (1.07)       (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                           $    14.88     $  16.90     $  15.65     $   14.69     $  13.20
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                  3.82%       28.27%       20.56%        20.10%       16.03%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                      $1,057,827     $634,672     $562,302     $ 522,474     $448,530
  Ratio of expenses to average net assets                     0.95%        0.96%        0.98%         0.99%        1.00%
  Ratio of net investment income to average net assets        0.94%        0.85%        1.52%         2.04%        2.21%
  Ratio of expenses to average net assets*                    0.96%        0.96%        0.98%         1.00%        1.10%
  Ratio of net investment income to average net assets*       0.93%        0.85%        1.52%         2.03%        2.11%
  Portfolio turnover(A)                                     115.65%      106.41%       92.66%        90.55%      176.66%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   97

92
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Diversified Mid Cap Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                 SIX MONTHS
                                                   ENDED                         YEAR ENDED DECEMBER 31,
                                                  JUNE 30,      ---------------------------------------------------------
CLASS A                                           1999(E)         1998         1997        1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>          <C>          <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD              $  20.35      $  20.89     $  17.61     $ 15.15     $ 13.34     $ 14.49
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                       (0.04)        (0.07)       (0.03)       0.02        0.06        0.07
  Net realized and unrealized gains (losses)
    from investments                                  1.70          0.92         4.87        3.74        2.57       (0.54)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                      1.66          0.85         4.84        3.76        2.63       (0.47)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                  -             -            -       (0.02)      (0.06)      (0.07)
  Net realized gain                                  (0.05)        (1.39)       (1.56)      (1.28)      (0.76)      (0.49)
  In excess of net realized gain                         -             -            -           -           -       (0.02)
  Return of capital                                      -             -            -           -           -       (0.10)
Total Distributions                                  (0.05)        (1.39)       (1.56)      (1.30)      (0.82)      (0.68)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                    $  21.96      $  20.35     $  20.89     $ 17.61     $ 15.15     $ 13.34
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                 8.21%(A)      4.30%       27.56%      24.91%      19.88%      (3.27%)
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)               $242,528      $278,279     $234,020     $91,516     $71,858     $64,326
  Ratio of expenses to average net assets            1.10%(B)      1.15%        1.09%       0.93%       0.89%       0.90%
  Ratio of net investment income to average
    net assets                                      (0.30%)(B)    (0.33%)      (0.20%)      0.12%       0.37%       0.53%
  Ratio of expenses to average net assets*           1.22%(B)      1.15%        1.09%       0.93%       0.89%       0.90%
  Ratio of net investment income to average
    net assets*                                     (0.42%)(B)    (0.33%)      (0.20%)      0.12%       0.37%       0.53%
  Portfolio turnover(C)                             23.53%        26.89%       37.54%(D)   34.87%      53.55%      37.51%
</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. (D) The Portfolio Turnover Percentage was adjusted for
  Redemptions In-Kind for shareholders that took place during 1997. The
  Fund's securities sales were appropriately reduced by the fair market value
  of the Redemptions In-Kind. The Redemptions In-Kind were approximately $4
  million. (E) Upon reorganizing as a fund of One Group, the Pegasus Mid-Cap
  Opportunity Fund became One Group Diversified Mid Cap Fund. Financial
  highlights for the periods prior to March 22, 1999 represent the Pegasus
  Mid-Cap Opportunity Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS         YEAR ENDED          SEPTEMBER 23,
                                                                ENDED           DECEMBER 31,            1996 TO
                                                               JUNE 30,      -------------------     DECEMBER 31,
                          CLASS B                              1999(F)        1998        1997          1996(A)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>         <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  9.55       $ 10.58     $  9.57        $ 10.00
- --------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   (0.07)        (0.09)      (0.03)             -
  Net realized and unrealized gains (losses) from
    investments                                                   0.80          0.45        2.60           0.79
- --------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.73          0.36        2.57           0.79
- --------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                              -             -           -          (0.01)
  Net realized gains                                             (0.05)        (1.39)      (1.56)         (1.21)
Total Distributions                                              (0.05)        (1.39)      (1.56)         (1.22)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.23       $  9.55     $ 10.58        $  9.57
- --------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             7.76%(B)      3.79%      27.10%          7.94%(B)
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 6,283       $ 7,108     $ 3,965        $   154
  Ratio of expenses to average net assets                        1.88%(C)      1.90%       1.84%          1.81%(C)
  Ratio of net investment income to average net assets          (1.08%)(C)    (1.08%)     (0.95%)        (0.59%)(C)
  Ratio of expenses to average net assets*                       1.95%(C)      1.90%       1.84%          1.81%(C)
  Ratio of net investment income to average net assets*         (1.15%)(C)    (1.08%)     (0.95%)        (0.59%)(C)
  Portfolio turnover(D)                                         23.53%        26.89%      37.54%(E)      34.87%
</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) 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 Portfolio Turnover Percentage was adjusted for Redemptions In-Kind for
  shareholders that took place during 1997. The Fund's securities sales were
  appropriately reduced by the fair market value of the Redemptions In-Kind.
  The Redemptions In-Kind for the Fund was approximately $4 million. (F) Upon
  reorganizing as a fund of One Group, the Pegasus Mid-Cap Opportunity Fund
  became One Group Diversified Mid Cap Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Mid-Cap Opportunity
  Fund.

<PAGE>   98

                                                                              93

- -------------------------------------
                           Diversified Mid Cap Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
CLASS C                                                        1999(A)
- ------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  8.93
- ------------------------------------------------------------------------------
Investment Activities:
  Net realized and unrealized gains (losses) from
    investments                                                   1.30
- ------------------------------------------------------------------------------
Total from Investment Activities                                  1.30
- ------------------------------------------------------------------------------
Distributions:

Total Distributions                                                  -
- ------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.23
- ------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            14.56%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    15
  Ratio of expenses to average net assets                        1.88%(C)
  Ratio of net investment income to average net assets          (1.20%)(C)
  Ratio of expenses to average net assets*                       1.99%(C)
  Ratio of net investment income to average net assets*         (1.31%)(C)
  Portfolio turnover(D)                                         23.53%
</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>
                                                   SIX MONTHS
                                                     ENDING                      YEAR ENDED DECEMBER 31,
                                                    JUNE 30,     --------------------------------------------------------
CLASS I                                             1999(E)        1998        1997        1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>         <C>         <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $  20.46     $  20.93    $  17.61    $  15.15    $  13.34    $  14.49
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                         (0.01)       (0.01)       0.01        0.04        0.06        0.07
  Net realized and unrealized gains (losses) from
    investments                                         1.70         0.93        4.88        3.74        2.57       (0.54)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                        1.69         0.92        4.89        3.78        2.63       (0.47)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                    -            -       (0.01)      (0.04)      (0.06)      (0.07)
  Net realized gains                                   (0.05)       (1.39)      (1.56)      (1.28)      (0.76)      (0.49)
  In excess of net realized gains                          -            -           -           -           -       (0.02)
  Return of capital                                        -            -           -           -           -       (0.10)

Total Distributions                                    (0.05)       (1.39)      (1.57)      (1.32)      (0.82)      (0.68)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                      $  22.10     $  20.46    $  20.93    $  17.61    $  15.15    $  13.34
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                           8.32%(A)     4.61%      27.91%      25.03%      19.88%      (3.27%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                 $987,059     $987,256    $803,670    $677,608    $579,094    $460,673
  Ratio of expenses to average net assets              0.90%(B)     0.90%       0.84%       0.81%       0.89%       0.90%
  Ratio of net investment income to average net
    assets                                            (0.09%)(B)   (0.08%)      0.05%       0.24%       0.37%       0.53%
  Ratio of expenses to average net assets*             0.97%(B)     0.90%       0.84%       0.81%       0.89%       0.90%
  Ratio of net investment income to average
    net assets*                                       (0.16%)(B)   (0.08%)      0.05%       0.24%       0.37%       0.53%
  Portfolio turnover (C)                              23.53%       26.89%      37.54%(D)   34.87%      53.55%      37.51%
</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. (D) The Portfolio Turnover Percentage was adjusted for
  Redemptions In-Kind for shareholders that took place during 1997. The
  Fund's securities sales were appropriately reduced by the fair market value
  of the Redemptions In-Kind. The Redemptions In-Kind for the Fund was
  approximately $4 million. (E) Upon reorganizing as a fund of One Group, the
  Pegasus Mid-Cap Opportunity Fund became One Group Diversified Mid Cap Fund.
  Financial highlights for the periods prior to March 22, 1999 represent the
  Pegasus Mid-Cap Opportunity Fund.

<PAGE>   99

94
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Large Cap Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                  YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------------
CLASS A                                                         1999         1998         1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>          <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  23.32     $  19.92     $  15.83     $ 13.83     $  11.62
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   (0.07)       (0.01)        0.08        0.14         0.17
  Net realized and unrealized gains (losses) from
    investments                                                   5.97         6.30         4.88        2.17         3.10
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  5.90         6.29         4.96        2.31         3.27
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                              -            -        (0.07)      (0.14)       (0.16)
  In excess of net investment income                                 -        (0.01)           -           -        (0.01)
  Net realized gains                                             (2.36)       (2.88)       (0.80)      (0.17)       (0.89)

Total Distributions                                              (2.36)       (2.89)       (0.87)      (0.31)       (1.06)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  26.86     $  23.32     $  19.92     $ 15.83     $  13.83
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            28.43%       35.43%       32.57%      16.85%       21.52%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $447,209     $199,052     $125,910     $75,114     $ 27,428
  Ratio of expenses to average net assets                        1.21%        1.24%        1.24%       1.21%        1.26%
  Ratio of net investment income to average net assets          (0.43%)      (0.04%)       0.44%       0.95%        1.49%
  Ratio of expenses to average net assets*                       1.31%        1.34%        1.32%       1.34%        1.36%
  Ratio of net investment income to average net assets*         (0.53%)      (0.14%)       0.36%       0.82%        1.39%
  Portfolio turnover(A)                                         86.34%      117.34%       57.17%      35.51%       14.22%
</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.


<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS B                                                         1999         1998         1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  22.73     $  19.61     $  15.63     $ 13.63     $ 11.47
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   (0.09)       (0.10)       (0.04)       0.05        0.09
  Net realized and unrealized gains (losses) from
    investments                                                   5.64         6.10         4.82        2.17        3.06
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  5.55         6.00         4.78        2.22        3.15
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                              -            -            -       (0.05)      (0.09)
  In excess of net investment income                                 -            -            -           -       (0.01)
  Net realized gains                                             (2.36)       (2.88)       (0.80)      (0.17)      (0.89)

Total Distributions                                              (2.36)       (2.88)       (0.80)      (0.22)      (0.99)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  25.92     $  22.73     $  19.61     $ 15.63     $ 13.63
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            27.54%       34.39%       31.74%      16.41%      20.65%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            617,672     $280,563     $132,268     $56,261     $ 6,918
  Ratio of expenses to average net assets                        1.96%        1.99%        2.00%       1.96%       2.01%
  Ratio of net investment income to average net assets          (0.98%)      (0.80%)      (0.33%)      0.20%       0.74%
  Ratio of expenses to average net assets*                       1.96%        1.99%        2.00%       1.99%       2.01%
  Ratio of net investment income to average net assets*         (0.98%)      (0.80%)      (0.33%)      0.17%       0.74%
  Portfolio turnover(A)                                         86.34%      117.34%       57.17%      35.51%      14.22%
</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.
<PAGE>   100

                                                                              95

- -------------------------------------
                           Large Cap Growth Fund


<TABLE>
<CAPTION>
                                                                YEAR       NOVEMBER 4,
                                                               ENDED         1997 TO
                                                              JUNE 30,      JUNE 30,
CLASS C                                                         1999         1998(A)
- ---------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 22.57       $  18.98
- ---------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                  (0.04)         (0.06)
  Net realized and unrealized gains (losses) from
    investments                                                  5.54           4.99
- ---------------------------------------------------------------------------------------------
Total from Investment Activities                                 5.50           4.93
- ---------------------------------------------------------------------------------------------
Distributions:
  Net realized gains                                            (2.36)         (1.34)

Total Distributions                                             (2.36)         (1.34)
- ---------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 25.71       $  22.57
- ---------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           27.52%         27.63%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 8,328       $    492
  Ratio of expenses to average net assets                       1.95%          1.98%(C)
  Ratio of net investment income to average net assets         (0.94%)        (0.87%)(C)
  Portfolio turnover(D)                                        86.34%        117.34%
</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.


<TABLE>
<CAPTION>

                                                                              YEAR ENDED JUNE 30,
                                                       ------------------------------------------------------------------
CLASS I                                                   1999           1998           1997          1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $    22.71     $    19.44     $    15.44     $  13.47     $  11.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                  -           0.04           0.12         0.18         0.20
  Net realized and unrealized gains (losses) from
    investments                                              5.80           6.13           4.79         2.14         3.04
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             5.80           6.17           4.91         2.32         3.24
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         -          (0.02)         (0.11)       (0.18)       (0.20)
  Net realized gains                                        (2.36)         (2.88)         (0.80)       (0.17)       (0.89)

Total Distributions                                         (2.36)         (2.90)         (0.91)       (0.35)       (1.09)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $    26.15     $    22.71     $    19.44     $  15.44     $  13.47
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                               28.78%         35.75%         33.11%       17.36%       21.85%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                    $3,052,729     $1,510,521     $1,142,864     $745,986     $531,595
  Ratio of expenses to average net assets                   0.96%          0.99%          0.99%        0.96%        1.00%
  Ratio of net investment income to average net
    assets                                                  0.07%          0.21%          0.69%        1.20%        1.72%
  Ratio of expenses to average net assets*                  0.96%          0.99%          0.99%        0.99%        1.00%
  Ratio of net investment income to average net
    assets*                                                 0.07%          0.21%          0.69%        1.17%        1.72%
  Portfolio turnover(A)                                    86.34%        117.34%         57.17%       35.51%       14.22%
</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.
<PAGE>   101

96
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Large Cap Value Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS A                                                        1999        1998        1997         1996         1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 16.77     $ 14.85     $ 12.87     $  12.89     $  11.34
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.14        0.18        0.23         0.27         0.28
  Net realized and unrealized gains (losses) from
    investments                                                  2.52        2.84        3.04         1.22         2.20
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 2.66        3.02        3.27         1.49         2.48
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.14)      (0.17)      (0.23)       (0.27)       (0.27)
  In excess of net investment income                                -           -           -            -        (0.02)
  Net realized gains                                            (1.05)      (0.93)      (1.06)       (1.24)       (0.64)

Total Distributions                                             (1.19)      (1.10)      (1.29)       (1.51)       (0.93)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 18.24     $ 16.77     $ 14.85     $  12.87     $  12.89
- -------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           17.39%      21.14%      26.90%       12.40%       22.64%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $28,448     $15,699     $14,832     $  9,380     $  3,481
  Ratio of expenses to average net assets                       1.20%       1.20%       1.22%        1.22%        1.25%
  Ratio of net investment income to average net assets          0.90%       1.10%       1.72%        2.18%        2.52%
  Ratio of expenses to average net assets*                      1.30%       1.30%       1.31%        1.33%        1.37%
  Ratio of net investment income to average net assets*         0.80%       1.00%       1.63%        2.07%        2.41%
  Portfolio turnover(A)                                        40.69%      47.35%      77.05%      186.84%      203.13%
</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.


<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS B                                                        1999        1998        1997         1996         1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 16.84     $ 14.95     $ 12.98     $  12.96     $  11.41
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.03        0.07        0.14         0.18         0.17
  Net realized and unrealized gains (losses) from
    investments                                                  2.48        2.84        3.04         1.26         2.19
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 2.51        2.91        3.18         1.44         2.36
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.05)      (0.09)      (0.15)       (0.18)       (0.17)
  Net realized gains                                            (1.05)      (0.93)      (1.06)       (1.24)       (0.64)

Total Distributions                                             (1.10)      (1.02)      (1.21)       (1.42)       (0.81)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 18.25     $ 16.84     $ 14.95     $  12.98     $  12.96
- -------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           16.30%      20.18%      25.86%       11.95%       22.28%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $24,877     $17,154     $ 9,288     $  4,135     $    861
  Ratio of expenses to average net assets                       1.95%       1.95%       1.97%        1.97%        2.00%
  Ratio of net investment income to average net assets          0.15%       0.33%       0.96%        1.43%        1.74%
  Ratio of expenses to average net assets*                      1.95%       1.95%       1.97%        1.98%        2.01%
  Ratio of net investment income to average net assets*         0.15%       0.33%       0.96%        1.42%        1.72%
  Portfolio turnover(A)                                        40.69%      47.35%      77.05%      186.84%      203.13%
</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.
<PAGE>   102

                                                                              97

- -------------------------------------
                           Large Cap Value Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
CLASS C                                                        1999(A)
- ------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 16.96
- ------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.03
  Net realized and unrealized gains (losses) from
    investments                                                   1.28
- ------------------------------------------------------------------------------
Total from Investment Activities                                  1.31
- ------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.03)

Total Distributions                                              (0.03)
- ------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 18.24
- ------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             7.74%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $   135
  Ratio of expenses to average net assets                        1.95%(C)
  Ratio of net investment income to average net assets           0.34%(C)
  Portfolio turnover(D)                                         40.69%
</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.



<TABLE>
<CAPTION>

                                                                                YEAR ENDED JUNE 30,
                                                           --------------------------------------------------------------
CLASS I                                                       1999          1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                       $    16.70     $  14.79     $  12.83     $  12.87     $  11.34
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.18         0.21         0.27         0.31         0.31
  Net realized and unrealized gains (losses) from
    investments                                                  2.44         2.84         3.01         1.20         2.18
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 2.62         3.05         3.28         1.51         2.49
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.18)       (0.21)       (0.26)       (0.31)       (0.32)
  Net realized gains                                            (1.05)       (0.93)       (1.06)       (1.24)       (0.64)

Total Distributions                                             (1.23)       (1.14)       (1.32)       (1.55)       (0.96)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $    18.09     $  16.70     $  14.79     $  12.83     $  12.87
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                   17.26%       21.46%       27.10%       12.71%       23.42%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                        $1,095,686     $792,649     $686,156     $584,527     $365,376
  Ratio of expenses to average net assets                       0.95%        0.95%        0.97%        0.97%        1.00%
  Ratio of net investment income to average net assets          1.15%        1.34%        1.99%        2.43%        2.74%
  Ratio of expenses to average net assets*                      0.95%        0.95%        0.97%        0.98%        1.01%
  Ratio of net investment income to average net assets*         1.15%        1.34%        1.99%        2.42%        2.73%
  Portfolio turnover(A)                                        40.69%       47.35%       77.05%      186.84%      203.13%
</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.
<PAGE>   103

98
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Equity Income Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS A                                                         1999         1998        1997        1996        1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  24.04     $  21.90     $ 17.64     $ 15.11     $ 13.20
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.27         0.25        0.31        0.38        0.03
  Net realized and unrealized gains (losses) from
    investments                                                   2.08         4.37        4.87        3.20        2.29
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  2.35         4.62        5.18        3.58        2.32
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.26)       (0.25)      (0.31)      (0.35)      (0.03)
  In excess of net investment income                                 -            -           -           -       (0.01)
  Net realized gains                                             (1.68)       (2.23)      (0.61)      (0.70)      (0.37)

Total Distributions                                              (1.94)       (2.48)      (0.92)      (1.05)      (0.41)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  24.45     $  24.04     $ 21.90     $ 17.64     $ 15.11
- -------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.94%       22.91%      30.39%      24.23%      20.79%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $135,420     $117,682     $78,976     $44,284     $13,793
  Ratio of expenses to average net assets                        1.18%        1.25%       1.25%       1.23%       1.26%
  Ratio of net investment income to average net assets           1.17%        1.15%       1.65%       2.19%       2.61%
  Ratio of expenses to average net assets*                       1.34%        1.35%       1.34%       1.36%       1.36%
  Ratio of net investment income to average net assets*          1.01%        1.05%       1.56%       2.06%       2.51%
  Portfolio turnover(A)                                         16.22%       14.64%      28.18%      14.92%       4.03%
</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.


<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS B                                                         1999         1998        1997        1996        1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  24.08     $  21.95     $ 17.68     $ 15.14     $ 13.23
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.09         0.26        0.17        0.24        0.26
  Net realized and unrealized gains (losses) from
    investments                                                   2.10         4.36        4.89        3.23        2.29
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  2.19         4.62        5.06        3.47        2.55
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.09)       (0.26)      (0.18)      (0.23)      (0.25)
  In excess of net investment income                                 -            -           -           -       (0.02)
  Net realized gains                                             (1.68)       (2.23)      (0.61)      (0.70)      (0.37)

Total Distributions                                              (1.77)       (2.49)      (0.79)      (0.93)      (0.64)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  24.50     $  24.08     $ 21.95     $ 17.68     $ 15.14
- -------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.18%       21.97%      29.48%      23.41%      19.91%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $197,016     $165,813     $79,518     $29,169     $ 3,468
  Ratio of expenses to average net assets                        1.93%        1.99%       2.00%       1.98%       2.01%
  Ratio of net investment income to average net assets           0.40%        0.39%       0.89%       1.44%       1.88%
  Ratio of expenses to average net assets*                       1.99%        1.99%       2.00%       2.01%       2.02%
  Ratio of net investment income to average net assets*          0.34%        0.39%       0.89%       1.41%       1.87%
  Portfolio turnover(A)                                         16.22%       14.64%      28.18%      14.92%       4.03%
</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.
<PAGE>   104

                                                                              99

- -------------------------------------
                           Equity Income Fund


<TABLE>
<CAPTION>
                                                                YEAR       NOVEMBER 4,
                                                               ENDED         1997 TO
                                                              JUNE 30,      JUNE 30,
CLASS C                                                         1999         1998(A)
- --------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 24.08        $ 21.40
- ---------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.10           0.06
  Net realized and unrealized gains (losses) from
    investments                                                  2.11           3.39
- ---------------------------------------------------------------------------------------------
Total from Investment Activities                                 2.21           3.45
- ---------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.10)         (0.07)
  Net realized gains                                            (1.68)         (0.70)

Total Distributions                                             (1.78)         (0.77)
- ---------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 24.51        $ 24.08
- ---------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           10.24%         16.57%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $   658        $   795
  Ratio of expenses to average net assets                       1.94%          1.98%(C)
  Ratio of net investment income to average net assets          0.36%          0.38%(C)
  Ratio of expenses to average net assets*                      1.99%          1.98%(C)
  Ratio of net investment income to average net assets*         0.31%          0.38%(C)
  Portfolio turnover(D)                                        16.22%         14.64%
</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>

                                                                                YEAR ENDED JUNE 30,
                                                           --------------------------------------------------------------
CLASS I                                                       1999          1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                       $    24.07     $  21.93     $  17.65     $  15.13     $  13.22
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.31         0.32         0.36         0.40         0.40
  Net realized and unrealized gains (losses) from
    investments                                                  2.11         4.36         4.89         3.22         2.28
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 2.42         4.68         5.25         3.62         2.68
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.31)       (0.31)       (0.36)       (0.40)       (0.40)
  Net realized gains                                            (1.68)       (2.23)       (0.61)       (0.70)       (0.37)

Total Distributions                                             (1.99)       (2.54)       (0.97)       (1.10)       (0.77)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $    24.50     $  24.07     $  21.93     $  17.65     $  15.13
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                   11.29%       23.18%       30.90%       24.53%       21.04%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                        $1,120,181     $691,878     $649,007     $321,827     $170,919
  Ratio of expenses to average net assets                       0.91%        1.00%        1.00%        0.98%        1.01%
  Ratio of net investment income to average net assets          1.40%        1.39%        1.91%        2.44%        2.85%
  Ratio of expenses to average net assets*                      0.98%        1.00%        1.00%        1.01%        1.01%
  Ratio of net investment income to average net assets*         1.33%        1.39%        1.91%        2.41%        2.85%
  Portfolio turnover(A)                                        16.22%       14.64%       28.18%       14.92%        4.03%
</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.
<PAGE>   105

100
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Diversified Equity Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                               SEVEN MONTHS           YEAR ENDED
                                                    YEAR ENDED JUNE 30,           ENDED              NOVEMBER 30,
                                               -----------------------------     JUNE 30,     ---------------------------
CLASS A                                          1999      1998       1997       1996(A)          1995           1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>       <C>        <C>            <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $  13.50   $ 11.50   $  10.39     $ 11.15        $   9.00       $  10.02
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                     0.02      0.05       0.09        0.94            0.12           0.13
  Net realized and unrealized gains (losses)
    from investments                               2.51      3.36       2.83        0.08            2.44          (0.56)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                   2.53      3.41       2.92        1.02            2.56          (0.43)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                           (0.03)    (0.05)     (0.08)      (0.94)          (0.12)         (0.14)
  In excess of net investment income                  -         -          -       (0.01)              -              -
  Net realized gains                              (0.84)    (1.36)     (1.73)      (0.83)          (0.29)         (0.45)

Total Distributions                               (0.87)    (1.41)     (1.81)      (1.78)          (0.41)         (0.59)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                 $  15.16   $ 13.50   $  11.50     $ 10.39        $  11.15       $   9.00
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)             20.36%    31.96%     31.53%      10.40%(B)       29.57%         (4.32%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)            $340,736   $80,500   $ 47,306     $35,984        $217,978       $173,198
  Ratio of expenses to average net assets         1.20%     1.23%      1.23%       0.97%(C)        0.95%          0.96%
  Ratio of net investment income to average
    net assets                                    0.10%     0.40%      0.83%       0.85%(C)        1.25%          1.34%
  Ratio of expenses to average net assets*        1.30%     1.33%      1.34%       1.05%(C)        0.95%          0.96%
  Ratio of net investment income to average
    net assets*                                   0.00%     0.30%      0.72%       0.77%(C)        1.25%          1.35%
  Portfolio turnover(D)                          50.82%    62.37%    113.17%      65.21%          77.00%         53.00%
</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 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.



<TABLE>
<CAPTION>
                                                                               SEVEN MONTHS       YEAR       SEPTEMBER 9,
                                                    YEAR ENDED JUNE 30,           ENDED          ENDED         1994 TO
                                               -----------------------------     JUNE 30,     NOVEMBER 30,   NOVEMBER 30,
CLASS B                                          1999      1998       1997       1996(A)          1995         1994(B)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>       <C>        <C>            <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $  13.40   $ 11.47   $  10.39     $ 11.16        $  9.01        $  9.85
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                    (0.07)    (0.02)      0.01        0.91           0.05           0.02
  Net realized and unrealized gains (losses)
    from investments                               2.48      3.31       2.82        0.07           2.46          (0.84)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                   2.41      3.29       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                         (0.84)    (1.36)     (1.73)      (0.83)         (0.29)             -

Total Distributions                               (0.84)    (1.36)     (1.75)      (1.75)         (0.36)         (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                 $  14.97   $ 13.40   $  11.47     $ 10.39        $ 11.16        $  9.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)             19.52%    30.89%     30.52%       9.96%(C)      28.74%         (8.31%)(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)            $ 52,004   $25,501   $ 10,517     $ 4,673        $ 2,923        $   412
  Ratio of expenses to average net assets         1.96%     1.98%      1.98%       1.86%(D)       1.70%          1.71%(D)
  Ratio of net investment income to average
    net assets                                   (0.80%)   (0.35%)     0.07%       0.13%(D)       0.38%          0.76%(D)
  Ratio of expenses to average net assets*        1.96%     1.98%      2.00%       1.94%(D)       1.70%          1.71%(D)
  Ratio of net investment income to average
    net assets*                                  (0.80%)   (0.35%)     0.05%       0.05%(D)       0.38%          0.76%(D)
  Portfolio turnover(E)                          50.82%    62.37%    113.17%      65.21%         77.00%         53.00%
</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 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) Period from commencement of operations. (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>   106

                                                                             101

- -------------------------------------
                           Diversified Equity Fund


<TABLE>
<CAPTION>
                                                                YEAR       NOVEMBER 4,
                                                               ENDED         1997 TO
                                                              JUNE 30,      JUNE 30,
CLASS C                                                         1999         1998(A)
- ----------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 13.47        $ 11.76
- ----------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                  (0.03)             -
  Net realized and unrealized gains (losses) from
    investments                                                  2.46           2.35
- ----------------------------------------------------------------------------------------------
Total from Investment Activities                                 2.43           2.35
- ----------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                             -          (0.01)
  Net realized gains                                            (0.84)         (0.63)

Total Distributions                                             (0.84)         (0.64)
- ----------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 15.06        $ 13.47
- ----------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           19.57%         20.87%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 8,058        $ 1,234
  Ratio of expenses to average net assets                       1.96%          1.99%(C)
  Ratio of net investment income to average net assets         (0.57%)        (0.43%)(C)
  Portfolio turnover(D)                                        50.82%         62.37%
</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.


<TABLE>
<CAPTION>
                                                                                                        MARCH 26,
                                                                      YEAR ENDED JUNE 30,                1996 TO
                                                              ------------------------------------      JUNE 30,
CLASS I                                                          1999          1998         1997         1996(A)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $    13.51     $  11.51     $  10.39      $  10.00
- --------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                      0.05         0.08         0.11          0.03
  Net realized and unrealized gains (losses) from
    investments                                                     2.52         3.36         2.85          0.39
- --------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                    2.57         3.44         2.96          0.42
- --------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.05)       (0.08)       (0.11)        (0.03)
  Net realized gains                                               (0.84)       (1.36)       (1.73)            -

Total Distributions                                                (0.89)       (1.44)       (1.84)        (0.03)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $    15.19     $  13.51     $  11.51      $  10.39
- --------------------------------------------------------------------------------------------------------------------------
Total Return                                                      20.72%       32.26%       31.97%        10.49%(B)(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $2,089,940     $630,340     $430,837      $191,212
  Ratio of expenses to average net assets                          0.95%        0.98%        0.98%         0.95%(D)
  Ratio of net investment income to average net assets             0.42%        0.66%        1.06%         1.13%(D)
  Ratio of expenses to average net assets*                         0.95%        0.98%        1.00%         1.04%(D)
  Ratio of net investment income to average net assets*            0.42%        0.66%        1.04%         1.04%(D)
  Portfolio turnover(E)                                           50.82%       62.37%      113.17%        65.21%
</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 date reorganized as a fund of One Group. (B) Represents
  total return for Class A Shares from December 1, 1995 through March 25,
  1996 plus total return for Class I 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.
<PAGE>   107

102
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Balanced Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS A                                                        1999         1998        1997        1996         1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 13.81     $  13.00     $ 11.72     $ 10.74     $   9.65
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.31         0.36        0.39        0.37         0.35
  Net realized and unrealized gains (losses) from
    investments                                                  1.28         2.24        1.83        1.16         1.13
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 1.59         2.60        2.22        1.53         1.48
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.31)       (0.36)      (0.40)      (0.37)       (0.34)
  In excess of net investment income                                -            -           -           -        (0.01)
  Net realized gains                                            (0.95)       (1.43)      (0.54)      (0.18)       (0.04)

Total Distributions                                             (1.26)       (1.79)      (0.94)      (0.55)       (0.39)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 14.14     $  13.81     $ 13.00     $ 11.72     $  10.74
- -------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           12.45%       21.71%      19.85%      14.48%       15.76%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $80,819     $ 50,456     $31,379     $17,849     $  4,745
  Ratio of expenses to average net assets                       1.10%        1.10%       1.05%       1.19%        1.31%
  Ratio of net investment income to average net assets          2.33%        2.77%       3.30%       3.33%        3.57%
  Ratio of expenses to average net assets*                      1.30%        1.38%       1.34%       1.54%        1.66%
  Ratio of net investment income to average net assets*         2.13%        2.49%       3.01%       2.98%        3.22%
  Portfolio turnover(A)                                        85.81%       46.04%      80.96%      73.38%      115.36%
</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.


<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS B                                                         1999         1998        1997        1996         1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.87     $  13.04     $ 11.76     $ 10.76     $   9.67
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.21         0.26        0.30        0.28         0.27
  Net realized and unrealized gains (losses) from
    investments                                                   1.28         2.26        1.83        1.18         1.14
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.49         2.52        2.13        1.46         1.41
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.21)       (0.26)      (0.31)      (0.28)       (0.27)
  In excess of net investment income                                 -            -           -           -        (0.01)
  Net realized gains                                             (0.95)       (1.43)      (0.54)      (0.18)       (0.04)

Total Distributions                                              (1.16)       (1.69)      (0.85)      (0.46)       (0.32)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.20     $  13.87     $ 13.04     $ 11.76     $  10.76
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            11.59%       20.95%      18.90%      13.79%       14.90%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $238,490     $114,957     $43,900     $18,575     $  3,019
  Ratio of expenses to average net assets                        1.85%        1.85%       1.81%       1.94%        2.07%
  Ratio of net investment income to average net assets           1.58%        2.01%       2.54%       2.58%        2.77%
  Ratio of expenses to average net assets*                       1.95%        2.03%       2.01%       2.19%        2.31%
  Ratio of net investment income to average net assets*          1.48%        1.83%       2.34%       2.33%        2.52%
  Portfolio turnover(A)                                         85.81%       46.04%      80.96%      73.38%      115.36%
</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.
<PAGE>   108

                                                                             103

- -------------------------------------
                           Balanced Fund


<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS I                                                         1999         1998        1997        1996        1995
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>        <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.80     $  12.98     $ 11.71    $  10.73    $   9.64
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.34         0.40        0.43        0.41        0.38
  Net realized and unrealized gains (losses) from
    investments                                                   1.28         2.24        1.81        1.16        1.12
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.62         2.64        2.24        1.57        1.50
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.34)       (0.39)      (0.43)      (0.41)      (0.37)
  Net realized gains                                             (0.95)       (1.43)      (0.54)      (0.18)      (0.04)

Total Distributions                                              (1.29)       (1.82)      (0.97)      (0.59)      (0.41)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.13     $  13.80     $ 12.98    $  11.71    $  10.73
- -------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    12.74%       22.12%      20.16%      14.87%      16.06%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $229,008     $105,243     $94,971    $ 50,323    $ 37,658
  Ratio of expenses to average net assets                        0.85%        0.85%       0.80%       0.94%       1.06%
  Ratio of net investment income to average net assets           2.59%        3.03%       3.55%       3.58%       3.72%
  Ratio of expenses to average net assets*                       0.95%        1.03%       1.00%       1.19%       1.31%
  Ratio of net investment income to average net assets*          2.49%        2.85%       3.35%       3.33%       3.47%
  Portfolio turnover(A)                                         85.81%       46.04%      80.96%      73.38%     115.36%
</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.
<PAGE>   109

104
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Equity Index Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS A                                                         1999         1998         1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  27.15     $  21.81     $  16.67     $ 14.02     $ 11.59
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.22         0.26         0.29        0.27        0.29
  Net realized and unrealized gains (losses) from
    investments                                                   5.56         5.97         5.28        3.18        2.58
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  5.78         6.23         5.57        3.45        2.87
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.23)       (0.26)       (0.28)      (0.27)      (0.28)
  In excess of net investment income                                 -            -            -       (0.01)          -
  Net realized gains                                             (0.92)       (0.63)       (0.15)      (0.52)      (0.16)

Total Distributions                                              (1.15)       (0.89)       (0.43)      (0.80)      (0.44)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  31.78     $  27.15     $  21.81     $ 16.67     $ 14.02
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            22.22%       29.33%       33.94%      25.16%      25.43%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $732,325     $218,518     $ 98,338     $32,186     $ 3,003
  Ratio of expenses to average net assets                        0.60%        0.60%        0.55%       0.55%       0.56%
  Ratio of net investment income to average net assets           0.79%        1.11%        1.59%       1.93%       2.38%
  Ratio of expenses to average net assets*                       0.92%        0.96%        0.95%       0.94%       1.01%
  Ratio of net investment income to average net assets*          0.47%        0.75%        1.19%       1.54%       1.94%
  Portfolio turnover(A)                                          5.37%        4.32%        5.81%       9.08%       2.71%
</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)
  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 B                                                         1999         1998         1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  27.13     $  21.80     $  16.68     $ 14.05     $ 11.61
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.04         0.10         0.16        0.16        0.18
  Net realized and unrealized gains (losses) from
    investments                                                   5.53         5.97         5.27        3.16        2.61
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  5.57         6.07         5.43        3.32        2.79
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.06)       (0.11)       (0.16)      (0.16)      (0.19)
  In excess of net investment income                                 -            -            -       (0.01)          -
  Net realized gains                                             (0.92)       (0.63)       (0.15)      (0.52)      (0.16)

Total Distributions                                              (0.98)       (0.74)       (0.31)      (0.69)      (0.35)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  31.72     $  27.13     $  21.80     $ 16.68     $ 14.05
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            21.32%       28.47%       32.93%      24.05%      24.58%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $534,777     $351,624     $168,699     $38,538     $ 1,408
  Ratio of expenses to average net assets                        1.35%        1.35%        1.30%       1.30%       1.34%
  Ratio of net investment income to average net assets           0.12%        0.36%        0.83%       1.18%       1.60%
  Ratio of expenses to average net assets*                       1.57%        1.61%        1.61%       1.59%       1.67%
  Ratio of net investment income to average net assets*         (0.10%)       0.10%        0.52%       0.89%       1.27%
  Portfolio turnover(A)                                          5.37%        4.32%        5.81%       9.08%       2.71%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   110

                                                                             105

- -------------------------------------
                           Equity Index Fund


<TABLE>
<CAPTION>
                                                                             NOVEMBER 4,
                                                              YEAR ENDED       1997 TO
                                                               JUNE 30,       JUNE 30,
CLASS C                                                          1999          1998(A)
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 27.14        $  22.60
- -----------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.07            0.07
  Net realized and unrealized gains (losses) from
    investments                                                   5.55            4.67
- -----------------------------------------------------------------------------------------------
Total from Investment Activities                                  5.62            4.74
- -----------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.08)          (0.08)
  Net realized gains                                             (0.92)          (0.12)

Total Distributions                                              (1.00)          (0.20)
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 31.76        $  27.14
- -----------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            21.52%          21.07%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $59,042        $  3,214
  Ratio of expenses to average net assets                        1.35%           1.35%(C)
  Ratio of net investment income to average net assets           0.11%           0.27%(C)
  Ratio of expenses to average net assets*                       1.57%           1.60%(C)
  Ratio of net investment income to average net assets*         (0.11%)          0.02%(C)
  Portfolio turnover(D)                                          5.37%           4.32%
</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>

                                                                                YEAR ENDED JUNE 30,
                                                           --------------------------------------------------------------
CLASS I                                                       1999          1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                       $    27.16     $  21.80     $  16.66     $  14.03     $  11.59
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.31         0.33         0.35         0.33         0.32
  Net realized and unrealized gains (losses) from
    investments                                                  5.54         5.98         5.27         3.16         2.59
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 5.85         6.31         5.62         3.49         2.91
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.30)       (0.32)       (0.33)       (0.33)       (0.29)
  In excess of net investment income                                -            -            -        (0.01)       (0.02)
  Net realized gains                                            (0.92)       (0.63)       (0.15)       (0.52)       (0.16)

Total Distributions                                             (1.22)       (0.95)       (0.48)       (0.86)       (0.47)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $    31.79     $  27.16     $  21.80     $  16.66     $  14.03
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                   22.50%       29.73%       34.30%       25.47%       25.79%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                        $1,855,947     $671,422     $480,819     $321,058     $234,895
  Ratio of expenses to average net assets                       0.35%        0.35%        0.30%        0.30%        0.33%
  Ratio of net investment income to average net assets          1.14%        1.37%        1.87%        2.18%        2.57%
  Ratio of expenses to average net assets*                      0.57%        0.62%        0.61%        0.59%        0.66%
  Ratio of net investment income to average net assets*         0.92%        1.10%        1.56%        1.89%        2.24%
  Portfolio turnover(A)                                         5.37%        4.32%        5.81%        9.08%        2.71%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   111

106
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Market Expansion Index Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                              SIX MONTHS       JULY 31,
                                                                ENDED          1998 TO
                                                               JUNE 30,      DECEMBER 31,
CLASS A                                                        1999(E)         1998(A)
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 10.53         $ 10.00
- -------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.03               -
  Net realized and unrealized gains (losses) from
    investments                                                   0.39            0.95
- -------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.42            0.95
- -------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.03)          (0.01)
  Net realized gains                                             (0.29)          (0.41)

Total Distributions                                              (0.32)          (0.42)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.63         $ 10.53
- -------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             4.39%(B)        9.30%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $   277         $    30
  Ratio of expenses to average net assets                        0.85%(C)        0.77%(C)
  Ratio of net investment income to average net assets           0.43%(C)        0.47%(C)
  Ratio of expenses to average net assets*                       1.42%(C)        1.24%(C)
  Ratio of net investment income to average net assets*         (0.14%)(C)       0.00%(C)
  Portfolio turnover(D)                                         36.50%          20.18%
</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)
  Upon reorganizing as a fund of One Group, the Pegasus Market Expansion
  Index Fund became One Group Market Expansion Index Fund. Financial
  highlights for the period prior to March 22, 1999 represent the Pegasus
  Market Expansion Index Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS
                                                                ENDED        PERIOD ENDED
                                                               JUNE 30,      DECEMBER 31,
CLASS B                                                        1999(F)         1998(A)
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 10.49         $ 10.00
- -------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.02           (0.02)
  Net realized and unrealized gains (losses) from
    investments and futures                                       0.54            0.92
- -------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.56            0.90
- -------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.02)              -
  Net realized gains                                             (0.29)          (0.41)

Total Distributions                                              (0.31)          (0.41)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.74         $ 10.49
- -------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             5.75%(B)        9.85%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $   309         $     -(C)
  Ratio of expenses to average net assets                        1.60%(D)        1.87%(D)
  Ratio of net investment income to average net assets          (0.34%)(D)      (0.59%)(D)
  Ratio of expenses to average net assets*                       2.13%(D)        2.14%(D)
  Ratio of net investment income to average net assets*         (0.87%)(D)      (0.86%)(D)
  Portfolio turnover(E)                                         36.50%          20.18%
</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) Annualized. (E) Portfolio turnover is calculated
  on the basis of the Fund as a whole without distinguishing among the
  classes of shares issued. (F) Upon reorganizing as a fund of One Group, the
  Pegasus Market Expansion Index Fund became One Group Market Expansion Index
  Fund. Financial highlights for the period prior to March 22, 1999 represent
  the Pegasus Market Expansion Index Fund.

<PAGE>   112

                                                                             107

- -------------------------------------
                           Market Expansion Index Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
CLASS C                                                        1999(A)
- -------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  9.32
- -------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.02
  Net realized and unrealized gains (losses) from
    investments                                                   1.25
- -------------------------------------------------------------------------------
Total from Investment Activities                                  1.27
- -------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.02)

Total Distributions                                              (0.02)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.57
- -------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            13.64%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    18
  Ratio of expenses to average net assets                        1.58%(C)
  Ratio of net investment income to average net assets          (0.33%)(C)
  Ratio of expenses to average net assets*                       2.17%(C)
  Ratio of net investment income to average net assets*         (0.92%)(C)
  Portfolio turnover(D)                                         36.50%
</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) 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>
                                                               SIX MONTHS        JULY 31,
                                                                 ENDED           1998 TO
                                                                JUNE 30,       DECEMBER 31,
CLASS I                                                         1999(E)          1998(A)
- ---------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 10.52          $ 10.00
- ---------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                     0.03             0.03
  Net realized and unrealized gains (losses) from
    investments                                                    0.40             0.93
- ---------------------------------------------------------------------------------------------------
Total from Investment Activities                                   0.43             0.96
- ---------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.03)           (0.03)
  Net realized gains                                              (0.29)           (0.41)

Total Distributions                                               (0.32)           (0.44)
- ---------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 10.63          $ 10.52
- ---------------------------------------------------------------------------------------------------
Total Return                                                      4.54%(B)         9.91%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $28,871          $27,483
  Ratio of expenses to average net assets                         0.57%(C)         0.56%(C)
  Ratio of net investment income to average net assets            0.68%(C)         0.75%(C)
  Ratio of expenses to average net assets*                        0.97%(C)         1.12%(C)
  Ratio of net investment income to average net assets*           0.28%(C)         0.19%(C)
  Portfolio turnover(D)                                          36.50%           20.18%
</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)
  Upon reorganizing as a fund of One Group, the Pegasus Market Expansion
  Index Fund became One Group Market Expansion Index Fund. Financial
  highlights for the period prior to March 22, 1999 represent the Pegasus
  Market Expansion Index Fund.

<PAGE>   113

108
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           International Equity Index Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                               YEAR ENDED JUNE 30,
                                                              ------------------------------------------------------
CLASS A                                                        1999        1998        1997        1996        1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>    <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 17.99     $ 16.92     $ 15.16     $ 13.92     $13.49
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.29        0.19        0.11        0.14       0.12
  Net realized and unrealized gains (losses) from
    investments                                                  1.60        1.31        2.03        1.40       0.43
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 1.89        1.50        2.14        1.54       0.55
- ----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.35)          -       (0.13)      (0.16)     (0.08)
  In excess of net investment income                                -           -       (0.10)      (0.02)         -
  Net realized gains                                            (0.85)      (0.43)      (0.15)      (0.12)     (0.04)

Total Distributions                                             (1.20)      (0.43)      (0.38)      (0.30)     (0.12)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 18.68     $ 17.99     $ 16.92     $ 15.16     $13.92
- ----------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           11.21%       9.34%      14.31%      11.20%      3.87%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $55,691     $24,060     $12,562     $10,789     $5,028
  Ratio of expenses to average net assets                       1.10%       1.13%       1.11%       1.22%      1.28%
  Ratio of net investment income to average net assets          1.06%       1.11%       0.73%       0.79%      1.09%
  Ratio of expenses to average net assets*                      1.20%       1.23%       1.19%       1.35%      1.38%
  Ratio of net investment income to average net assets*         0.96%       1.01%       0.65%       0.66%      0.99%
  Portfolio turnover(A)                                        33.99%       9.90%       9.61%       6.28%      4.67%
</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.


<TABLE>
<CAPTION>

                                                                               YEAR ENDED JUNE 30,
                                                              ------------------------------------------------------
CLASS B                                                        1999        1998        1997        1996        1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>    <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 17.33     $ 16.44     $ 14.79     $ 13.73     $13.40
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.10        0.08        0.09        0.03       0.03
  Net realized and unrealized gains (losses) from
    investments                                                  1.55        1.24        1.86        1.32       0.41
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 1.65        1.32        1.95        1.35       0.44
- ----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.24)          -       (0.08)      (0.15)     (0.07)
  In excess of net investment income                                -           -       (0.07)      (0.02)         -
  Net realized gains                                            (0.85)      (0.43)      (0.15)      (0.12)     (0.04)

Total Distributions                                             (1.09)      (0.43)      (0.30)      (0.29)     (0.11)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 17.89     $ 17.33     $ 16.44     $ 14.79     $13.73
- ----------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           10.15%       8.48%      13.37%       9.97%      3.17%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $18,489     $13,307     $10,033     $ 5,856     $3,687
  Ratio of expenses to average net assets                       1.83%       1.88%       1.86%       1.97%      2.04%
  Ratio of net investment income to average net assets          0.10%       0.26%       0.08%       0.04%      0.25%
  Ratio of expenses to average net assets*                      1.83%       1.88%       1.86%       2.00%      2.04%
  Ratio of net investment income to average net assets*         0.10%       0.26%       0.08%       0.01%      0.25%
  Portfolio turnover(A)                                        33.99%       9.90%       9.61%       6.28%      4.67%
</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.
<PAGE>   114

                                                                             109

- -------------------------------------
                           International Equity Index Fund


<TABLE>
<CAPTION>
                                                                             NOVEMBER 4,
                                                              YEAR ENDED       1997 TO
                                                               JUNE 30,       JUNE 30,
CLASS C                                                          1999          1998(A)
- ------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 17.91        $  15.70
- ------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.30            0.06
  Net realized and unrealized gains (losses) from
    investments                                                   1.51            2.45
- ------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.81            2.51
- ------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.32)              -
  Net realized gains                                             (0.85)          (0.30)

Total Distributions                                              (1.17)          (0.30)
- ------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 18.55        $  17.91
- ------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.78%          16.34%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 2,339        $    119
  Ratio of expenses to average net assets                        1.86%           1.87%(C)
  Ratio of net investment income to average net assets           0.73%           2.88%(C)
  Portfolio turnover(D)                                         33.99%           9.90%
</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.


<TABLE>
<CAPTION>

                                                                                YEAR ENDED JUNE 30,
                                                          ---------------------------------------------------------------
CLASS I                                                     1999         1998         1997         1996          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>          <C>          <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $  17.97     $  16.89     $  15.17     $  13.93      $  13.46
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                0.19         0.21         0.15         0.11          0.13
  Net realized and unrealized gains (losses) from
    investments                                               1.71         1.32         2.02         1.43          0.46
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                              1.90         1.53         2.17         1.54          0.59
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                      (0.39)       (0.02)       (0.17)       (0.16)        (0.08)
  In excess of net investment income                             -            -        (0.13)       (0.02)            -
  Net realized gains                                         (0.85)       (0.43)       (0.15)       (0.12)        (0.04)

Total Distributions                                          (1.24)       (0.45)       (0.45)       (0.30)        (0.12)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $  18.63     $  17.97     $  16.89     $  15.17      $  13.93
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                11.27%        9.54%       14.64%       11.22%         4.20%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                       $657,902     $586,741     $449,949     $347,790      $218,299
  Ratio of expenses to average net assets                    0.85%        0.88%        0.86%        0.97%         1.04%
  Ratio of net investment income to average net assets       1.03%        1.29%        1.00%        1.04%         1.25%
  Ratio of expenses to average net assets*                   0.85%        0.88%        0.86%        1.00%         1.04%
  Ratio of net investment income to average net assets*      1.03%        1.29%        1.00%        1.01%         1.25%
  Portfolio turnover(A)                                     33.99%        9.90%        9.61%        6.28%         4.67%
</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.
<PAGE>   115

110
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Diversified International Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                               SIX MONTHS
                                                                 ENDED                  YEAR ENDED DECEMBER 31,
                                                                JUNE 30,      -------------------------------------------
CLASS A                                                         1999(E)        1998        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>         <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 13.89       $ 12.11     $ 11.77     $ 11.05     $ 10.01
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                     0.08          0.11        0.07        0.10        0.10
  Net realized and unrealized gains (losses) from
    investments                                                    1.11          1.84        0.36        0.72        1.05
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                   1.19          1.95        0.43        0.82        1.15
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                               -         (0.13)      (0.09)      (0.10)      (0.11)
  In excess of net investment income                                  -         (0.04)          -           -           -

Total Distributions                                                   -         (0.17)      (0.09)      (0.10)      (0.11)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 15.08       $ 13.89     $ 12.11     $ 11.77     $ 11.05
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                              8.57%(A)     16.12%       3.69%       7.50%      11.47%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $34,900       $44,232     $26,703     $10,836     $   988
  Ratio of expenses to average net assets                         1.29%(B)      1.34%       1.35%       1.23%       1.16%
  Ratio of net investment income to average net assets            1.25%(B)      0.79%       0.80%       0.88%       1.43%
  Ratio of expenses to average net assets*                        1.37%(B)      1.34%       1.35%       1.23%       1.24%
  Ratio of net investment income to average net assets*           1.17%(B)      0.79%       0.80%       0.88%       1.35%
  Portfolio turnover(C)                                           2.96%         8.50%       3.56%(D)    6.37%       2.09%
</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 Portfolio Turnover Percentage was adjusted for a
  conversion of assets from First National Bank of Chicago's International
  Equity Common Trust Fund, which took place during 1997. The Fund's
  securities purchases were appropriately reduced by the fair market value of
  the asset transfer approximating $20 million. (E) Upon reorganizing as a
  fund of One Group, the Pegasus International Equity Fund became One Group
  Diversified International Fund. Financial highlights for the period prior
  to March 22, 1999 represent the Pegasus International Equity Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS          YEAR ENDED          AUGUST 24,
                                                                ENDED            DECEMBER 31,          1996 TO
                                                               JUNE 30,       -------------------    DECEMBER 31,
CLASS B                                                        1999(E)         1998         1997       1996(A)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>          <C>       <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $13.01        $ 11.37      $11.08       $10.84
- -------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                    0.03           0.01        0.01         0.04
  Net realized and unrealized gains (losses) from
    investments                                                   1.04           1.74        0.34         0.24
- -------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.07           1.75        0.35         0.28
- -------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                              -          (0.08)      (0.06)       (0.04)
  In excess of net investment income                                 -          (0.03)          -            -

Total Distributions                                                  -          (0.11)      (0.06)       (0.04)
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $14.08        $ 13.01      $11.37       $11.08
- -------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             8.22%(B)      15.43%       2.90%        2.62%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $2,478        $ 2,545      $1,763       $1,131
  Ratio of expenses to average net assets                        2.05%(C)       2.09%       2.10%        2.05%(C)
  Ratio of net investment income to average net assets           0.57%(C)       0.04%       0.05%        0.75%(C)
  Ratio of expenses to average net assets*                       2.08%(C)       2.09%       2.10%        2.05%(C)
  Ratio of net investment income to average net assets*          0.54%(C)       0.04%       0.05%        0.75%(C)
  Portfolio turnover(D)                                          2.96%          8.50%       3.56%        6.37%
</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)
  Upon reorganizing as a fund of One Group, the Pegasus International Equity
  Fund became One Group Diversified International Fund. Financial highlights
  for the period prior to March 22, 1999 represent the Pegasus International
  Equity Fund.

<PAGE>   116

                                                                             111

- -------------------------------------
                           Diversified International Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
CLASS C                                                        1999(A)
- ---------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $13.47
- ---------------------------------------------------------------------------------
Investment Activities:
  Net realized and unrealized gains (losses) from
    investments                                                  0.61
- ---------------------------------------------------------------------------------
Total from Investment Activities                                 0.61
- ---------------------------------------------------------------------------------
Distributions:

Total Distributions                                                 -
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $14.08
- ---------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            4.53%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    5
  Ratio of expenses to average net assets                       2.00%(C)
  Ratio of net investment income to average net assets          1.58%(C)
  Portfolio turnover(D)                                         2.96%
</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.



<TABLE>
<CAPTION>
                                            SIX MONTHS
                                              ENDED                   YEAR ENDED DECEMBER 31,                DECEMBER 3,
                                             JUNE 30,      ----------------------------------------------      1994 TO
CLASS I                                      1999(E)         1998         1997         1996        1995      DECEMBER 31,
- ---------------------------------------------------------------------------------------------------------      1994(A)
<S>                                         <C>            <C>          <C>          <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $  13.93      $  12.14     $  11.79     $  11.05    $  10.01      $ 10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                   0.11          0.14         0.10         0.11        0.10         0.01
  Net realized and unrealized gains
    (losses) from investments                    1.09          1.85         0.37         0.74        1.05            -
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                 1.20          1.99         0.47         0.85        1.15         0.01
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             -         (0.15)       (0.12)       (0.11)      (0.11)           -
  Net realized gains                                -         (0.05)           -            -           -            -

Total Distributions                                 -         (0.20)       (0.12)       (0.11)      (0.11)           -
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD               $  15.13      $  13.93     $  12.14     $  11.79    $  11.05      $ 10.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                    8.61%(C)     16.43%        3.98%        7.90%      11.47%        1.26%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)          $599,310      $569,522     $487,986     $389,997    $106,300      $36,545
  Ratio of expenses to average net assets       1.06%(B)      1.09%        1.10%        1.10%       1.16%        1.15%(B)
  Ratio of net investment income to
    average net assets                          1.59%(B)      1.04%        1.05%        1.01%       1.43%        1.18%(B)
  Ratio of expenses to average net assets*      1.09%(B)      1.09%        1.10%        1.10%       1.24%        1.92%(B)
  Ratio of net investment income to
    average net assets*                         1.56%(B)      1.04%        1.05%        1.01%       1.35%        0.41%(B)
  Portfolio turnover(D)                         2.96%         8.50%        3.56%        6.37%       2.09%        0.30%
</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. (C) Not
  annualized. (D) Portfolio turnover is calculated on the basis of the Fund
  as a whole without distinguishing among the classes of shares issued. (E)
  Upon reorganizing as a fund of One Group, the Pegasus International Equity
  Fund became One Group Diversified International Fund. Financial highlights
  for the period prior to March 22, 1999 represent the Pegasus International
  Equity Fund.

<PAGE>   117

112

[PHOTO]
ONE GROUP(R)

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

                        Appendix A

                        --------------------------------------------------------
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>
                                              One Group(R) Small Cap Growth Fund       1
                                      ------------------------------------------------------
                                               One Group(R) Small Cap Value Fund       2
                                      ------------------------------------------------------
                                                One Group(R) Mid Cap Growth Fund       3
                                      ------------------------------------------------------
                                                 One Group(R) Mid Cap Value Fund       4
                                      ------------------------------------------------------
                                           One Group(R) Diversified Mid Cap Fund       5
                                      ------------------------------------------------------
                                              One Group(R) Large Cap Growth Fund       6
                                      ------------------------------------------------------
                                               One Group(R) Large Cap Value Fund       7
                                      ------------------------------------------------------
                                                 One Group(R) Equity Income Fund       8
                                      ------------------------------------------------------
                                            One Group(R) Diversified Equity Fund       9
                                      ------------------------------------------------------
                                                      One Group(R) Balanced Fund      10
                                      ------------------------------------------------------
                                                  One Group(R) Equity Index Fund      11
                                      ------------------------------------------------------
                                        One Group(R) Market Expansion Index Fund      12
                                      ------------------------------------------------------
                                         One Group(R) International Equity Index
                                                                            Fund      13
                                      ------------------------------------------------------
                                          One Group(R) Diversified International
                                                                            Fund      14
                                      ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds,       1-14           Market
                                      STRIPS, and CUBES.
                                      -------------------------------------------------------------------------------
                                      Treasury Receipts: TRS, TIGRs, and CATS.              1-14           Market
                                      -------------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities         1-14           Market
                                      issued by agencies and instrumentalities of the                      Credit
                                      U.S. Government. These include Ginnie Mae, Fannie
                                      Mae, and Freddie Mac.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   118

                                                                             113

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Certificates of Deposit: Negotiable instruments       1-14           Market
                                      with a stated maturity.                                              Credit
                                                                                                           Liquidity
                                      -------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a    1-14           Liquidity
                                      bank in exchange for the deposit of funds.                           Credit
                                                                                                           Market
                                      -------------------------------------------------------------------------------
                                      Common Stock: Shares of ownership of a company.       1-14           Market
                                      -------------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a security     1-14           Credit
                                      and the simultaneous commitment to return the                        Market
                                      security to the seller at an agreed upon price on                    Liquidity
                                      an agreed upon date. This is treated as a loan.
                                      -------------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a          1-14           Market
                                      security and the simultaneous commitment to buy                      Leverage
                                      the security back at an agreed upon price on an
                                      agreed upon date. This is treated as a borrowing
                                      by a Fund.
                                      -------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3%      1-14           Credit
                                      of the Fund's total assets. In return the Fund                       Market
                                      will receive cash, other securities, and/or                          Leverage
                                      letters of credit as collateral.
                                      -------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1-14           Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for delivery at a future date.                           Liquidity
                                                                                                           Credit
                                      -------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other        1-14           Market
                                      mutual funds, including One Group money market
                                      funds and shares of other money market funds 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      1-14           Market
                                      that convert to common stock.                                        Credit
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   119

114


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Call and Put Options: A call option gives the         1-14           Management
                                      buyer the right to buy, and obligates the seller                     Liquidity
                                      of the option to sell, a security at a specified                     Credit
                                      price. A put option gives the buyer the right to                     Market
                                      sell, and obligates the seller of the option to                      Leverage
                                      buy, a security at a specified price. The Funds
                                      will sell only covered call and secured put
                                      options.
                                      -------------------------------------------------------------------------------
                                      Futures and Related Options: A contract providing     1-14           Management
                                      for the future sale and purchase of a specified                      Market
                                      amount of a specified security, class of                             Credit
                                      securities, or an index at a specified time in the                   Liquidity
                                      future and at a specified price.                                     Leverage
                                      -------------------------------------------------------------------------------
                                      Real Estate Investment Trusts ("REITS"): Pooled       1-14           Liquidity
                                      investment vehicles which invest primarily in                        Management
                                      income producing real estate or real estate                          Market
                                      related loans or interest.                                           Regulatory
                                                                                                           Tax
                                                                                                           Pre-payment
                                      -------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time       1-14           Credit
                                      drafts drawn on and accepted by a commercial bank                    Liquidity
                                      Maturities are generally six months or less.                         Market
                                      -------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1-14           Credit
                                      promissory notes issued by corporations and other                    Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      -------------------------------------------------------------------------------
                                      Foreign Securities: Stocks issued by foreign          1-14           Market
                                      companies, as well as commercial paper of foreign                    Political
                                      issuers and obligations of foreign banks, overseas                   Liquidity
                                      branches of U.S. banks and supranational entities.                   Foreign
                                      Includes American Depository Receipts and Global                     Investment
                                      Depository Receipts, and American Depository
                                      Securities.
                                      -------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1-14           Liquidity
                                      under the Securities Act of 1933, such as                            Market
                                      privately placed commercial paper and Rule 144A
                                      securities.
                                      -------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:               1-14           Credit
                                      Obligations with interest rates which are reset                      Liquidity
                                      daily, weekly, quarterly or some other period and                    Market
                                      which may be payable to the Fund on demand.
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   120

                                                                             115

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Warrants: Securities, typically issued with           1, 2, 5-7,     Market
                                      preferred stock or bonds, that give the holder the    9-14           Credit
                                      right to buy a proportionate amount of common
                                      stock at a specified price.
                                      -------------------------------------------------------------------------------
                                      Preferred Stock: A class of stock that generally      1-14           Market
                                      pays a dividend at a specified rate and has
                                      preference over common stock in the payment of
                                      dividends and in liquidation.
                                      -------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          2, 5, 10, 14   Pre-payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs"), Real Estate Mortgage Investment Conduits                   Regulatory
                                      ("REMICs") and Stripped Mortgage-Backed Securities
                                      ("SMBS").
                                      -------------------------------------------------------------------------------
                                      Corporate Debt Securities: Corporate bonds and        6, 10          Market
                                      non-convertible debt securities.                                     Credit
                                      -------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       10             Market
                                      puts and standby commitments to purchase the                         Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      -------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        2, 5, 10, 14   Pre-payment
                                      company receivables, home equity loans, truck and                    Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivables or other assets.
                                      -------------------------------------------------------------------------------
                                      Mortgage Dollar Rolls: A transaction in which a       2, 5, 10, 14   Pre-payment
                                      Fund sells securities for delivery in a current                      Market
                                      month and simultaneously contracts with the same                     Regulatory
                                      party to repurchase similar but not identical
                                      securities on a specified future date.
                                      -------------------------------------------------------------------------------
                                      Adjustable Rate Mortgage Loans ("ARMS"): Loans in     10             Pre-payment
                                      a mortgage pool which provide for a fixed initial                    Market
                                      mortgage interest rate for a specified period of                     Credit
                                      time, after which the rate may be subject to                         Regulatory
                                      periodic adjustments.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   121

116


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Swaps, Caps and Floors: A Fund may enter into         1-14           Management
                                      these transactions to manage its exposure to                         Credit
                                      changing interest rates and other factors. Swaps                     Liquidity
                                      involve an exchange of obligations by two parties.                   Market
                                      Caps and floors entitle a purchaser to a principal
                                      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.
                                      -------------------------------------------------------------------------------
                                      New Financial Products: New options and futures       1-14           Management
                                      contracts and other financial products continue to                   Credit
                                      be developed and the Funds may invest in such                        Market
                                      options, contracts and products.                                     Liquidity
                                      -------------------------------------------------------------------------------
                                      Structured Instruments: Debt securities issued by     1-10,          Market
                                      agencies and instrumentalities of the U.S.            12-14          Liquidity
                                      government, banks, municipalities, corporations                      Management
                                      and other businesses whose interest and/or                           Credit
                                      principal payments are indexed to foreign currency                   Foreign
                                      exchange rates, interest rates, or one or more                       Investment
                                      other referenced indices.
                                      -------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state    10             Market
                                      or political subdivision to obtain funds for                         Credit
                                      various public purposes. Municipal securities                        Political
                                      include private activity bonds and industrial                        Tax
                                      development bonds, as well as General Obligation                     Regulatory
                                      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    2, 5, 10,      Credit
                                      of supranational agencies who are chartered to        13, 14         Foreign
                                      promote economic development and are supported by                    Investment
                                      various governments and governmental agencies.
                                      -------------------------------------------------------------------------------
                                      Currency Futures and Related Options: The Funds       13, 14         Management
                                      may engage in transactions in financial futures                      Liquidity
                                      and related options, which are generally described                   Credit
                                      above. The Funds will enter into these                               Market
                                      transactions in foreign currencies for hedging                       Political
                                      purposes only.                                                       Leverage
                                                                                                           Foreign
                                                                                                           Investment
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   122

                                                                             117


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Forward Foreign Exchange Transactions: Contractual    13, 14         Management
                                      agreement to purchase or sell one specified                          Liquidity
                                      currency for another currency at a specified                         Credit
                                      future date and price. The Funds will enter into                     Market
                                      forward foreign exchange transactions for hedging                    Political
                                      purposes only.                                                       Leverage
                                                                                                           Foreign
                                                                                                           Investment
                                      -------------------------------------------------------------------------------
                                      Index Shares: Ownership interests in unit             1, 3, 4        Market
                                      investment trusts and other pooled investment         6-12
                                      vehicles that hold a portfolio of securities or
                                      stocks designed to track the price performance and
                                      dividend yield of a particular index such as
                                      Standard & Poor's Depository Receipts ("SPDRs")
                                      and Nasdaq 100's. The Equity Index Fund invests
                                      only in SPDRs.
                                      -------------------------------------------------------------------------------
                                      Zero Coupon Debt Securities: Bonds and other debt     2, 5, 10, 14   Credit
                                      that pay no interest, but are issued at a discount                   Market
                                      from their value at maturity. When held to                           Zero-Coupon
                                      maturity, their entire return equals the
                                      difference between their issue price and their
                                      maturity value.
                                      -------------------------------------------------------------------------------
                                      Zero-Fixed-Coupon Debt Securities: Zero coupon        10             Credit
                                      debt securities which convert on a specified date                    Market
                                      to interest bearing debt securities.                                 Zero
                                                                                                           Coupon
                                      -------------------------------------------------------------------------------
                                      Stripped Mortgage-Backed Securities: Derivative       10             Pre-payment
                                      multi-class mortgage securities usually structured                   Market
                                      with two classes of shares that receive different                    Credit
                                      proportions of the interest and principal from a                     Regulatory
                                      pool of mortgage-backed obligations. These 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          10             Market
                                      variable rate debt instruments with interest rates                   Leverage
                                      that reset in the opposite direction from the                        Credit
                                      market rate of interest to which the inverse
                                      floater is indexed.
                                      -------------------------------------------------------------------------------
                                      Loan Participations and Assignments:                  10             Credit
                                      Participations in, or assignments of all or a                        Political
                                      portion of loans to corporations or to                               Liquidity
                                      governments, including governments of the less                       Foreign
                                      developed countries ("LDC's").                                       Investment
                                                                                                           Market
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   123

118

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Fixed Rate Mortgage Loans: Investment in fixed        10             Credit
                                      rate mortgage loans or mortgage pools which bear                     Pre-payment
                                      simple interest at fixed annual rates and have                       Regulatory
                                      short to long term final maturities.                                 Market
                                      -------------------------------------------------------------------------------
                                      Short-Term Funding Agreements: Investments in         10             Credit
                                      short-term funding agreements issued by banks and                    Liquidity
                                      highly rated U.S. insurance companies such as                        Market
                                      Guaranteed Investment Contracts ("GIC's") and Bank
                                      Investment Contracts ("BIC's").
</TABLE>

- --------------------------------------------------------------------------------
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 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.
<PAGE>   124

                                                                             119

                        - 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 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
                          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
                          lender has when a borrower defaults on 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.

                        - Zero Coupon Risk. The market prices of securities
                          structured as zero coupon or pay-in-kind securities
                          are generally affected to a greater extent by interest
                          rate changes. These securities tend to be more
                          volatile than securities which pay interest
                          periodically.
<PAGE>   125

                           (Intentionally Left Blank)
<PAGE>   126

                           (Intentionally Left Blank)
<PAGE>   127

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visiting www.onegroup.com, by calling 1
                        800-480-4111, or by writing the Funds at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)

                        TOG-F-120                               [ONE GROUP LOGO]
<PAGE>   128
[WHEAT GRAPHIC BACKGROUND]



             BOND FUNDS
                PROSPECTUS
                November 1, 1999

                                                  [ONE GROUP LOGO]

One Group(R) Ultra Short-Term Bond Fund
One Group(R) Short-Term Bond Fund
One Group(R) Intermediate Bond Fund
One Group(R) Bond Fund
One Group(R) Income Bond Fund
One Group(R) Government Bond Fund
One Group(R) Treasury & Agency Fund
One Group(R) High Yield Bond Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
SHARES OF ANY OF THE FUNDS AS AN INVESTMENT OR DETERMINED WHETHER THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING
A CRIME.
<PAGE>   129

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                        One Group Ultra Short-Term Bond Fund  2
                                                              ---------
                              One Group Short-Term Bond Fund  6
                                                              ---------
                            One Group Intermediate Bond Fund  10
                                                              ---------
                                         One Group Bond Fund  14
                                                              ---------
                                  One Group Income Bond Fund  18
                                                              ---------
                              One Group Government Bond Fund  22
                                                              ---------
                            One Group Treasury & Agency Fund  26
                                                              ---------
                              One Group High Yield Bond Fund  30
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  34
                                                              ---------
                                            Investment Risks  37
                                                              ---------
                                         Investment Policies  40
                                                              ---------
                                           Portfolio Quality  41
                                                              ---------
                               Temporary Defensive Positions  42
                                                              ---------
                                          Portfolio Turnover  42
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  43
                                                              ---------
                                               Sales Charges  47
                                                              ---------
                         Sales Charge Reductions and Waivers  50
                                                              ---------
                                      Exchanging Fund Shares  53
                                                              ---------
                                       Redeeming Fund Shares  55
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  57
                                                              ---------
                                           Dividend Policies  58
                                                              ---------
                               Tax Treatment of Shareholders  58
                                                              ---------
                                       Shareholder Inquiries  60
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  62
                                                              ---------
                                             The Sub-Advisor  62
                                                              ---------
                                               Advisory Fees  62
                                                              ---------
                                           The Fund Managers  63
                                                              ---------
        Banc One High Yield Partners -- Prior Performance of  63
                                  Pacholder Associates, Inc.
                                                              ---------
                              Year 2000 Readiness Disclosure  65
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  66
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  82
                                                              ---------
</TABLE>
<PAGE>   130
                                 FUND SUMMARIES

                       INVESTMENTS, RISK AND PERFORMANCE
<PAGE>   131

2
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Ultra Short-Term
                        Bond Fund

WHAT IS THE GOAL OF THE
ULTRA SHORT-TERM
BOND FUND?              The Fund seeks a high level of current income consistent
                        with low volatility of principal by investing in a
                        diversified portfolio of short-term investment grade
                        securities.


WHAT ARE THE ULTRA
SHORT-TERM BOND FUND'S
MAIN INVESTMENT
STRATEGIES?             The Fund mainly invests in all types of debt securities,
                        including money market instruments and taxable and
                        tax-exempt municipal securities. As part of its main
                        investment strategy, the Fund invests in adjustable rate
                        mortgage pass-through securities and other securities
                        representing an interest in or secured by mortgages with
                        periodic interest rate resets. Banc One Investment
                        Advisors selects securities for the Fund by analyzing
                        both individual securities and different market sectors.
                        Banc One Investment Advisors looks for market sectors
                        and individual securities that it believes will perform
                        well over time. Banc One Investment Advisors selects
                        individual securities after performing a risk/reward
                        analysis that includes an evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        nature of the transaction. For more information about
                        the Ultra Short-Term Bond Fund's investment strategies,
                        please read "More About the Funds" and "Principal
                        Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
OF INVESTING IN THE ULTRA
SHORT-TERM BOND FUND?   The main risks of investing in the Ultra Short-Term Bond
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Ultra Short-Term Bond Fund and its yield will change
                        every day in response to interest rates and other market
                        conditions. You may lose money if you invest in the
                        Ultra Short-Term Bond Fund. For additional information
                        on risk, please read "Investment Risks."
<PAGE>   132

                                                                               3
- ---------------------------
                           Ultra Short-Term Bond Fund

                MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.

                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and asset
                        backed securities. The issuers of these securities and
                        other callable securities may be able to repay principal
                        in advance, especially when interest rates fall. Changes
                        in pre-payment rates can affect return on investment and
                        yield of mortgage and asset-backed securities. When
                        mortgage and other obligations are pre-paid and when
                        securities are called, the Fund may have to reinvest in
                        securities with a lower yield. The Fund may also fail to
                        recover premiums paid for the securities, resulting in
                        an unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments. The Fund also uses investment
                        management hedging techniques that may expose the Fund
                        to additional risks.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE ULTRA
  SHORT-TERM BOND FUND
  PERFORMED?            By showing the variability of the Ultra Short-Term Bond
                        Fund's performance from year to year, the chart and the
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE ULTRA
                        SHORT-TERM BOND FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.

<PAGE>   133

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Ultra Short-Term Bond Fund

The Bar Chart shows changes in
the Fund's performance from
year to year. Total returns
assume reinvestment of
dividends and distributions.
The returns shown DO NOT
reflect applicable sales
charges. If these charges were
included, the returns would be
lower than those shown.

The Average Annual Total
Return Table shows how the
Fund's average annual returns
for the periods indicated
compare to those of a broad
measure of market
performance. Average annual
total returns for more than
one year tend to smooth out
variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                           CLASS ONE SHARES
                                                                           ----------------
<S>                                                           <C>
1994                                                                             1.94
1995                                                                             6.98
1996                                                                             6.14
1997                                                                             6.64
1998                                                                             5.33
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.36%.


- --------------------------------------------------------------------------------
Best Quarter:  2.02%  2Q1997       Worst Quarter:  0.60%  4Q1994
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998


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

<TABLE>
<CAPTION>
                                                                   1 YEAR       5 YEARS           LIFE
                             CLASS A                                                        (since 3/10/93)
   <S>                                                             <C>          <C>        <C>
   One Group Ultra Short-Term Bond Fund                            1.86%         4.50%           4.39%
   ----------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-3 Year Government Index (1)                   6.97%         5.96%           5.73%
   ----------------------------------------------------------------------------------------------------------
   Merrill Lynch 1 Year Treasury Bill Index (2)                    5.89%         5.53%           5.24%
   ----------------------------------------------------------------------------------------------------------
   Lipper ARM and Ultra Short-Term Combined Index (3)              4.80%         5.15%           4.90%
</TABLE>



<TABLE>
<CAPTION>
   ----------------------------------------------------------------------------------------------------------
                                                                   1 YEAR                         LIFE
                             CLASS B                                                        (since 1/14/94)
   <S>                                                             <C>          <C>        <C>
   One Group Ultra Short-Term Bond Fund                            1.59%                         4.63%
   ----------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-3 Year Government Index (1)                   6.97%                         5.93%
   ----------------------------------------------------------------------------------------------------------
   Merrill Lynch 1 Year Treasury Bill Index (2)                    5.89%                         5.54%
   ----------------------------------------------------------------------------------------------------------
   Lipper ARM and Ultra Short-Term Combined Index (3)              4.80%                         5.12%
</TABLE>



<TABLE>
<CAPTION>
   ----------------------------------------------------------------------------------------------------------
                                                                   1 YEAR       5 YEARS           LIFE
                             CLASS I                                                         (since 2/2/93)
   <S>                                                             <C>          <C>        <C>
   One Group Ultra Short-Term Bond Fund                            5.33%         5.39%           5.18%
   ----------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-3 Year Government Index (1)                   6.97%         5.96%           5.70%
   ----------------------------------------------------------------------------------------------------------
   Merrill Lynch 1 Year Treasury Bill Index (2)                    5.89%         5.53%           5.21%
   ----------------------------------------------------------------------------------------------------------
   Lipper ARM and Ultra Short-Term Combined Index (3)              4.80%         5.15%           4.88%
</TABLE>



                        (1) The Lehman Brothers 1-3 Year Government Index is
                            comprised of U.S. Government and agency
                            securities with maturities of one to three years.
                            The performance of the index does not reflect the
                            deduction of expenses associated with a mutual
                            fund, such as investment management fees. By
                            contrast, the performance of the Fund reflects
                            the deduction of these services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B Shares.



                        (2) The Merrill Lynch 1 Year Treasury Bill Index is
                            an unmanaged index which reflects the total
                            return of a hypothetical Treasury bill with a
                            discount rate equal to the average rate
                            established at each of the auctions during a
                            given year. The performance of the index does not
                            reflect the deduction of expenses associated with
                            a mutual fund, such as investment management
                            fees. By contrast, the performance of the Fund
                            reflects the deduction of these services as well
                            as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B Shares. The benchmark index
                            for the Fund was changed from the Lehman Brothers
                            1-3 Year Government Index to the Merrill Lynch 1
                            Year Treasury Bill Index in order to better
                            represent the investment policies for comparison
                            purposes.


                        (3) The Lipper ARM and Ultra Short-Term Combined
                            Index consists of an average of the Lipper ARM
                            index that invests at least 65% of its assets in
                            adjustable rate mortgage securities or other
                            securities collateralized by or representing an
                            interest in mortgages and the Lipper Ultra Short-
                            Term Index that invests at least 65% of its
                            assets in investment grade debt issues or better,
                            and maintains a portfolio dollar-weighted average
                            maturities between 91 days and 365 days.

<PAGE>   134

                                                                               5
- ---------------------------
                           Ultra Short-Term Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ----------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C   CLASS I
   ----------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                       3.00%      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)             NONE (2)   3.00%     1.00%      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)    CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .55%      .55%      .55%      .55%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .35%     1.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .24%      .24%      .24%      .24%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.14%     1.79%     1.79%      .79%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)           (.39%)    (.54%)    (.54%)    (.29%)
   --------------------------------------------------------------------------------------------------
   Net Expenses                                           .75%     1.25%     1.25%      .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .75% for Class A shares, 1.25% for Class B
                            shares, 1.25 % for Class C shares, and .50% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)       CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO      ASSUMING      ASSUMING NO
                                   REDEMPTION AT    REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                     THE END OF
                                    EACH PERIOD                    EACH PERIOD
   ---------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>            <C>             <C>           <C>     <C>
   1 Year (1)            $  374       $  427          $  127         $  227         $  127       $  51
   ---------------------------------------------------------------------------------------------------------
   3 Years                  614          711             511            511            511         223
   ---------------------------------------------------------------------------------------------------------
   5 Years                  872          919             919            919            919         410
   ---------------------------------------------------------------------------------------------------------
   10 Years               1,611        1,732           1,732          2,061          2,061         951
   ---------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $413
                                         Class B (no redemption)      $182
                                         Class B (with redemption)    $482
                                         Class C (no redemption)      $182
                                         Class C (with redemption)    $282
                                         Class I                       $81
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after six (6) years. Therefore, the number
                            in the "10 years" example for Class B Shares
                            represents a combination of Class A and Class B
                            operating expenses.
<PAGE>   135

6
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Short-Term Bond Fund

WHAT IS THE GOAL OF THE
  SHORT-TERM BOND FUND? The Fund seeks current income consistent with
                        preservation of capital through investment in high- and
                        medium-grade fixed income securities.


WHAT ARE THE SHORT-TERM
  BOND FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund mainly invests in debt securities with short to
                        intermediate remaining maturities. These include
                        mortgage-backed and asset-backed securities. Banc One
                        Investment Advisors selects securities for the Fund by
                        analyzing both individual securities and different
                        market sectors. Banc One Investment Advisors looks for
                        market sectors and individual securities that it
                        believes will perform well over time. Banc One
                        Investment Advisors selects individual securities after
                        performing a risk/reward analysis that includes an
                        evaluation of interest rate risk, credit risk, and the
                        complex legal and technical structure of the
                        transaction. For more information about the Short-Term
                        Bond Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  SHORT-TERM BOND FUND? The main risks of investing in the Short-Term Bond Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Short-Term Bond Fund and its yield will change every day
                        in response to interest rates and other market
                        conditions. You may lose money if you invest in the
                        Short-Term Bond Fund. For additional information on
                        risk, please read "Investment Risks."
<PAGE>   136

                                                                               7
- ---------------------------
                           Short-Term Bond Fund

                MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.

                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and
                        asset-backed securities. The issuers of these securities
                        and other callable securities may be able to repay
                        principal in advance, especially when interest rates
                        fall. Changes in pre-payment rates can affect return on
                        investment and yield of mortgage and asset-backed
                        securities. When mortgage and other obligations are pre-
                        paid and when securities are called, the Fund may have
                        to reinvest in securities with a lower yield. The Fund
                        may also fail to recover premiums paid for the
                        securities, resulting in an unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   137

8
ONE GROUP(R)

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

                           FUND SUMMARY
                           Short-Term Bond Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total
Return Table shows how the
Fund's average annual returns
for the periods indicated
compare to those of a broad
measure of market
performance. Average annual
total returns for more than
one year tend to smooth out
variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE SHORT-TERM
  BOND FUND PERFORMED?  By showing the variability of the Short-Term Bond Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE SHORT-TERM
                        BOND FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1991                                                                             13.43
1992                                                                              6.03
1993                                                                              6.84
1994                                                                             -0.33
1995                                                                             11.85
1996                                                                              4.31
1997                                                                              6.29
1998                                                                              6.80
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.37%.

- --------------------------------------------------------------------------------
Best Quarter:  4.43%  4Q1991        Worst Quarter:  -.86%  1Q1994
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR       5 YEARS           LIFE
                             CLASS A                                                        (since 2/18/92)
   <S>                                                             <C>          <C>        <C>
   One Group Short-Term Bond Fund                                  3.37%         4.79%           5.44%
   ----------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-3 Year Government Index (1)                   6.97%         5.96%           6.04%
   ----------------------------------------------------------------------------------------------------------
   Lipper Short US Government Bond Funds Index (2)                 6.56%         5.63%           5.77%
</TABLE>



<TABLE>
<CAPTION>
   ----------------------------------------------------------------------------------------------------------
                                                                   1 YEAR                         LIFE
                             CLASS B                                                        (since 1/14/94)
   <S>                                                             <C>          <C>        <C>
   One Group Short-Term Bond Fund                                  3.18%                         4.92%
   ----------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-3 Year Government Index (1)                   6.97%                         5.93%
   ----------------------------------------------------------------------------------------------------------
   Lipper Short US Government Bond Funds Index (2)                 6.56%                         5.58%
</TABLE>



<TABLE>
<CAPTION>
   ----------------------------------------------------------------------------------------------------------
                                                                   1 YEAR       5 YEARS           LIFE
                             CLASS I                                                         (since 9/4/90)
   <S>                                                             <C>          <C>        <C>
   One Group Short-Term Bond Fund                                  6.80%         5.71%           7.02%
   ----------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-3 Year Government Index (1)                   6.97%         5.96%           6.83%
   ----------------------------------------------------------------------------------------------------------
   Lipper Short US Government Bond Funds Index (2)                 6.56%         5.63%           6.46%
</TABLE>



                        (1) The Lehman Brothers 1-3 Year Government Index is
                            an unmanaged index comprised of US Government and
                            agency securities with maturities of one to three
                            years. 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 services as well as the
                            deduction of sales charges on Class A Shares and
                            applicable contingent deferred sales charges on
                            Class B Shares.


                        (2) The Lipper Short 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.
<PAGE>   138

                                                                               9
- ---------------------------
                           Short-Term Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ----------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C   CLASS I
   ----------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                       3.00%      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)             NONE (2)   3.00%     1.00%      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)    CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .60%      .60%      .60%      .60%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .35%     1.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .21%      .21%      .21%      .21%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.16%     1.81%     1.81%      .81%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)           (.36%)    (.51%)    (.51%)    (.26%)
   --------------------------------------------------------------------------------------------------
   Net Expenses                                           .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .80% for Class A shares, 1.30% for Class B
                            shares, 1.30% for Class C shares, and .55% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ----------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)                                $  379       $  432         $  132         $  232         $  132      $   56
   ----------------------------------------------------------------------------------------------------------------------------
   3 Years                                      623          720            520            520            520         233
   ----------------------------------------------------------------------------------------------------------------------------
   5 Years                                      885          932            932            932            932         424
   ----------------------------------------------------------------------------------------------------------------------------
   10 Years                                   1,636        1,756          1,756          2,085          2,085         977
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
   <S>                                       <C>
       Class A                               $415
       Class B (no redemption)               $184
       Class B (with redemption)             $484
       Class C (no redemption)               $184
       Class C (with redemption)             $284
       Class I                                $83
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after six (6) years. Therefore, the number
                            in the "10 years" example for Class B Shares
                            represents a combination of Class A and Class B
                            operating expenses.
<PAGE>   139

10
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Intermediate Bond Fund

WHAT IS THE GOAL OF THE
  INTERMEDIATE BOND FUND?
                        The Fund seeks current income consistent with the
                        preservation of capital by investing in high and
                        medium-grade fixed income securities with intermediate
                        maturities.


WHAT ARE THE INTERMEDIATE
  BOND FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund mainly invests in debt securities of all types,
                        including bonds, notes, U.S. government obligations, and
                        taxable and tax-exempt municipal securities with
                        intermediate maturities. These include mortgage-backed
                        and asset-backed securities. Banc One Investment
                        Advisors selects securities for the Fund by analyzing
                        both individual securities and different market sectors.
                        Banc One Investment Advisors looks for market sectors
                        and individual securities that it believes will perform
                        well over time. Banc One Investment Advisors selects
                        individual securities after performing a risk/reward
                        analysis that includes an evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Intermediate Bond Fund's investment strategies,
                        please read "More About the Funds" and "Principal
                        Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  INTERMEDIATE BOND FUND?
                        The main risks of investing in the Intermediate Bond
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Intermediate Bond Fund and its yield will change
                        every day in response to interest rates and other market
                        conditions. You may lose money if you invest in the
                        Intermediate Bond Fund. For additional information on
                        risk, please read "Investment Risks."

MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.
<PAGE>   140

                                                                              11
- ---------------------------
                           Intermediate Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and
                        asset-backed securities. The issuers of these securities
                        and other callable securities may be able to repay
                        principal in advance, especially when interest rates
                        fall. Changes in pre-payment rates can affect return on
                        investment and yield of mortgage and asset-backed
                        securities. When mortgage and other obligations are pre-
                        paid and when securities are called, the Fund may have
                        to reinvest in securities with a lower yield. The Fund
                        may also fail to recover premiums paid for the
                        securities, resulting in an unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Not FDIC Insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other governmental agency.


HOW HAS THE INTERMEDIATE
  BOND FUND PERFORMED?  By showing the variability of the Intermediate Bond
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        INTERMEDIATE BOND FUND IS NOT NECESSARILY AN INDICATION
                        OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             11.68
1990                                                                              9.24
1991                                                                             14.78
1992                                                                              6.06
1993                                                                              8.40
1994                                                                              -6.3
1995                                                                             19.47
1996                                                                              5.74
1997                                                                              8.38
1998                                                                              7.57
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            .58%. The performance information for One Group
                            Intermediate Bond Fund for periods prior to March
                            22, 1999 reflects the performance of a common
                            trust fund, the predecessor to the Pegasus
                            Intermediate Bond Fund and the Pegasus
                            Intermediate Bond Fund. The predecessor to the
                            Pegasus Intermediate Bond Fund commenced
                            operations on June 1, 1991 subsequent to the
                            transfer of assets from a common trust fund with
                            materially equivalent investment objectives,
                            policies, guidelines and restrictions as the
                            Fund. The quoted performance of the Fund includes
                            the performance of the common trust fund for
                            periods prior to the commencement of operations
                            of the predecessor to the Pegasus Intermediate
                            Bond Fund as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower. One Group Intermediate Bond
                            Fund consolidated with the Pegasus Intermediate
                            Bond Fund on March 22, 1999. For financial
                            reporting purposes, the Pegasus Intermediate Bond
                            Fund was considered the accounting survivor.


- --------------------------------------------------------------------------------
                        Best Quarter:  6.10%  2Q1995
                        Worst Quarter:  -2.32%  1Q1994
- --------------------------------------------------------------------------------
<PAGE>   141

12
- ---------------------------
ONE GROUP(R)

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

                           FUND SUMMARY
                           Intermediate Bond Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. 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 for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


           AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (1)

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


<TABLE>
<CAPTION>
                                                                   1 YEAR       5 YEARS       10 YEARS           LIFE
                            CLASS A(2)                                                                     (since 12/31/83)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group Intermediate
     Bond Fund                                                      2.58%        5.54%         7.73%             8.42%
   --------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate
     Government/Corporate
     Bond Index (3)                                                 8.44%        6.60%         8.52%             9.36%
   --------------------------------------------------------------------------------------------------------------------------
   Lipper Short Intermediate
     US Government Bond Funds Index (4)                             6.93%        5.54%         7.32%           *
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------------------
                            CLASS B(2)                             1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                                           (since 12/31/83)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group Intermediate
     Bond Fund                                                      1.43%        5.86%         8.05%             8.64%
   --------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate
     Government/Corporate
     Bond Index (3)                                                 8.44%        6.60%         8.52%             9.36%
   --------------------------------------------------------------------------------------------------------------------------
   Lipper Short Intermediate
     US Government Bond Funds Index (4)                             6.93%        5.54%         7.32%           *
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------------------
                             CLASS I                               1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                                           (since 12/31/83)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group Intermediate
     Bond Fund                                                      7.57%        6.66%         8.33%             8.82%
   --------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate
     Government/Corporate
     Bond Index (3)                                                 8.44%        6.60%         8.52%             9.36%
   --------------------------------------------------------------------------------------------------------------------------
   Lipper Short-Intermediate
     US Government Bond Funds Index (4)                             6.93%        5.54%         7.32%           *
</TABLE>



                        (1) The performance information for One Group
                            Intermediate Bond Fund for periods prior to March
                            22, 1999 reflects the performance of a common
                            trust fund, the predecessor to the Pegasus
                            Intermediate Bond Fund and the Pegasus
                            Intermediate Bond Fund. The predecessor to the
                            Pegasus Intermediate Bond Fund commenced
                            operations on June 1, 1991 subsequent to the
                            transfer of assets from a common trust fund with
                            materially equivalent investment objectives,
                            policies, guidelines and restrictions as the
                            Fund. The quoted performance of the Fund includes
                            the performance of the common trust fund for
                            periods prior to the commencement of operations
                            of the predecessor to the Pegasus Intermediate
                            Bond Fund as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower. One Group Intermediate Bond
                            Fund consolidated with the Pegasus Intermediate
                            Bond Fund on March 22, 1999. For financial
                            reporting purposes, the Pegasus Intermediate Bond
                            Fund was considered the accounting survivor. The
                            Fund also offers Class C shares. Class C shares
                            commenced operations on March 22, 1999 and do not
                            have a full year of investment returns as of the
                            date of this prospectus.



                        (2) After June 1, 1991, but prior to the commencement
                            of operations for Class A shares on May 1, 1992
                            and Class B shares on September 23, 1996, the
                            performance for Class A shares is based on Class
                            I share performance, and the performance for
                            Class B shares is based on Class A share
                            performance adjusted to reflect the difference in
                            expenses and sales charges.



                        (3) The Lehman Brothers Intermediate
                            Government/Corporate Bond Index is an unmanaged
                            index comprised of US Government agency and
                            Treasury securities and investment grade
                            corporate bonds. 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 services as
                            well as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B Shares.



                        (4) The Lipper Short Intermediate US Government Bond
                            Fund Index consists of the equally weighted
                            average monthly return of the largest funds
                            within the universe of all funds in the category.



                        * Index did not exist.

<PAGE>   142
                           Intermediate Bond Fund

- ---------------------------
       FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.
<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   -----------------------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                 CLASS A   CLASS B   CLASS C   CLASS I
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>       <C>       <C>       <C>
   Maximum Sales Charge (Load) Imposed on Purchases               4.50%      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                          NONE (2)   5.00%     1.00%      NONE
   -----------------------------------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                  NONE      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
   Exchange Fee                                                    NONE      NONE      NONE      NONE
   -----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -----------------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)             CLASS A   CLASS B   CLASS C   CLASS I
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>       <C>       <C>       <C>
   Investment Advisory Fees                                        .60%      .60%      .60%      .60%
   -----------------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees                      .35%     1.00%     1.00%      NONE
   -----------------------------------------------------------------------------------------------------------
   Other Expenses                                                  .21%      .21%      .21%      .21%
   -----------------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                           1.16%     1.81%     1.81%      .81%
   -----------------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)
                                                                  (.33%)    (.33%)    (.33%)    (.23%)
   -----------------------------------------------------------------------------------------------------------
   Net Expenses                                                    .83%     1.48%     1.48%      .58%
   -----------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                               account fee may be applicable and a $7.00 charge
                               may be 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) Banc One Investment Advisors Corporation and The
                               One Group Services Company have contractually
                               agreed to waive fees and/or reimburse expenses to
                               limit total annual fund operating expenses to
                               .83% for Class A shares, 1.48% for Class B
                               shares, 1.48% for Class C shares, and .58% for
                               Class I shares for the period beginning November
                               1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>
   1 Year (1)            $  531       $  151         $  651         $  151         $  251       $ 59
   --------------------------------------------------------------------------------------------------------
   3 Years                  771          537            837            537            537        236
   --------------------------------------------------------------------------------------------------------
   5 Years                1,029          949          1,149            949            949        427
   --------------------------------------------------------------------------------------------------------
   10 Years               1,767        1,928          1,928          2,100          2,100        980
   --------------------------------------------------------------------------------------------------------
</TABLE>

(1) Without contractual fee waivers, 1 Year expenses
    would be as follows:
<TABLE>
   <S>                                       <C>
       Class A                               $563
       Class B (no redemption)               $184
       Class B (with redemption)             $684
       Class C (no redemption)               $184
       Class C (with redemption)             $284
       Class I                                $83
</TABLE>
(2) Class B shares automatically convert to Class A
    shares after eight (8) years. Therefore, the
    number in the "10 years" example for Class B
    Shares represents a combination of Class A and
    Class B operating expenses.
                                       13
<PAGE>   143

14
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Bond Fund

WHAT IS THE GOAL OF THE
BOND FUND?              The Fund seeks to maximize total return by investing
                        primarily in a diversified portfolio of intermediate and
                        long-term debt securities.


WHAT ARE THE BOND FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in investment grade bonds and
                        debt securities. These include mortgage-backed and
                        asset-backed securities. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors. Banc
                        One Investment Advisors looks for market sectors and
                        individual securities that it believes will perform well
                        over time. Banc One Investment Advisors selects
                        individual securities after performing a risk/reward
                        analysis that includes an evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Bond Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  BOND FUND?            The main risks of investing in the Bond Fund and the
                        circumstances likely to adversely affect your investment
                        are described below. The share price of the Bond Fund
                        and its yield will change every day in response to
                        interest rates and other market conditions. You may lose
                        money if you invest in the Bond Fund. For additional
                        information on risk, please read "Investment Risks."

            MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.
<PAGE>   144

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

                           Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and
                        asset-backed securities. The issuers of these securities
                        and other callable securities may be able to repay
                        principal in advance, especially when interest rates
                        fall. Changes in pre-payment rates can affect the return
                        on investment and yield of mortgage and asset-backed
                        securities. When mortgage and other obligations are
                        pre-paid and when securities are called, the Fund may
                        have to reinvest in securities with a lower yield. The
                        Fund may also fail to recover premiums paid for the
                        securities, resulting in an unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE BOND FUND
  PERFORMED?            By showing the variability of the Bond Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE BOND FUND IS
                        NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             13.03%
1990                                                                              9.25%
1991                                                                             15.67%
1992                                                                              6.57%
1993                                                                             11.33%
1994                                                                             -6.91%
1995                                                                             23.68%
1996                                                                              5.08%
1997                                                                              9.92%
1998                                                                              8.19%
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -.39%. The above quoted performance data also
                            includes the performance of a common trust fund,
                            the predecessor to the Pegasus Bond Fund and the
                            Pegasus Bond Fund for the period prior to the
                            consolidation with the One Group Bond Fund on
                            March 22, 1999. The predecessor to the Pegasus
                            Bond Fund commenced operations on June 1, 1991
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Bond Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
Best Quarter:  7.61%  2Q1995        Worst Quarter:  -2.66  1Q1994
- --------------------------------------------------------------------------------


                                       15
<PAGE>   145

16
- ---------------------------
ONE GROUP(R)

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

                           FUND SUMMARY
                           Bond Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                                                   1 YEAR       5 YEARS       10 YEARS          LIFE
                            CLASS A(2)                                                                    (since 12/31/83)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group Bond Fund                                             3.05%         6.42%         8.75%            9.61%
   -----------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (3)                        8.69%         7.27%         9.26%           10.31%
   -----------------------------------------------------------------------------------------------------------------------
   Lipper Intermediate U.S. Government Bond Funds Index (4)        8.17%         6.12%          *              *
</TABLE>




<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------------------------
                                                                   1 YEAR       5 YEARS       10 YEARS          LIFE
                            CLASS B(2)                                                                    (since 12/31/83)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group Bond Fund                                             2.14%         6.81%         9.09%            9.84%
   -----------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (3)                        8.69%         7.27%         9.26%           10.31%
   -----------------------------------------------------------------------------------------------------------------------
   Lipper Intermediate U.S. Government Bond Funds Index (4)        8.17%         6.12%          *              *
</TABLE>




<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------------------------
                                                                   1 YEAR       5 YEARS       10 YEARS          LIFE
                             CLASS I                                                                      (since 12/31/83)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group Bond Fund                                             8.19%         7.55%         9.32%            9.99%
   -----------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (3)                        8.69%         7.27%         9.26%           10.31%
   -----------------------------------------------------------------------------------------------------------------------
   Lipper Intermediate U.S. Government Bond Funds Index (4)        8.17%         6.12%          *              *
</TABLE>



                        (1) The above quoted performance data also includes
                            the performance of a common trust fund, the
                            predecessor to the Pegasus Bond Fund and the
                            Pegasus Bond Fund for the period prior to the
                            consolidation with the One Group Bond Fund on
                            March 22, 1999. The predecessor to the Pegasus
                            Bond Fund commenced operations on June 1, 1991
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Bond Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower. The Fund also offers Class C
                            shares. Class C shares commenced operations on
                            March 22, 1999 and do not have a full year of
                            investment returns as of the date of this
                            prospectus.



                        (2) After June 1, 1991, but prior to the commencement
                            of operations of Class A shares on May 1, 1992
                            and Class B shares on August 26, 1996, the
                            performance of Class A shares is based on Class I
                            share performance, and the performance for Class
                            B shares is based on Class A share performance
                            adjusted to reflect the difference in expenses
                            and sales charges.



                        (3) The Lehman Brothers Aggregate Bond Index is an
                            unmanaged index generally representative of the
                            bond market as a whole. The performance of the
                            index does not reflect the deduction of expenses
                            associated with a mutual fund, such as investment
                            management fees. By contrast, the performance of
                            the Fund reflects the deduction of these services
                            as well as the deduction of sales charges on
                            Class A Shares and applicable contingent deferred
                            sales charges on Class B Shares.



                        (4) The Lipper Intermediate U.S. 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.



                        * Index did not exist.

<PAGE>   146

                                                                              17
- ---------------------------
                           Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if either
you redeemed all of your shares
or if you continued to hold
them at the end of the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------
   <S>                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                     4.50%      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)           NONE (2)   5.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                   NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
   Exchange Fee                                     NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .60%      .60%      .60%      .60%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .21%      .21%      .21%      .21%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.16%     1.81%     1.81%      .81%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)         (.31%)    (.31%)    (.31%)    (.21%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .85%     1.50%     1.50%      .60%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .85% for Class A shares, 1.50% for Class B
                            shares, 1.50% for Class C shares, and .60% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ----------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)                                $  533       $  653         $  153         $  253         $  153       $ 61
   ----------------------------------------------------------------------------------------------------------------------------
   3 Years                                   $  773       $  839         $  539         $  539         $  539       $238
   ----------------------------------------------------------------------------------------------------------------------------
   5 Years                                   $1,031       $1,151         $  951         $  951         $  951       $429
   ----------------------------------------------------------------------------------------------------------------------------
   10 Years                                  $1,769       $1,930         $1,930         $2,101         $2,101       $982
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
   <S>                                       <C>
       Class A                               $563
       Class B (no redemption)               $184
       Class B (with redemption)             $684
       Class C (no redemption)               $184
       Class C (with redemption)             $284
       Class I                                $83
</TABLE>


                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   147

18
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Income Bond Fund
WHAT IS THE GOAL OF THE
INCOME BOND FUND?       The Fund seeks a high level of current income by
                        investing primarily in a diversified portfolio of high,
                        medium and low grade debt securities.


WHAT ARE THE INCOME
BOND FUND'S MAIN
INVESTMENT STRATEGIES?  The Fund mainly invests in investment grade debt
                        securities (or unrated debt securities that are
                        determined to be of comparable quality by Banc One
                        Investment Advisors). In addition, the Fund may also
                        invest in convertible securities, preferred stock, loan
                        participations, and debt securities rated below
                        investment grade (i.e., junk bonds). (The Fund may not
                        invest more than 30% of its total assets in these
                        securities). The Fund also invests in mortgage-backed
                        and asset-backed securities. The Fund invests in
                        securities with short to long maturities. Banc One
                        Investment Advisors selects securities for the Fund by
                        analyzing both individual securities and different
                        market sectors. Banc One Investment Advisors looks for
                        market sectors and individual securities that it
                        believes will perform well over time. Banc One
                        Investment Advisors selects individual securities after
                        performing a risk/reward analysis that includes an
                        evaluation of interest rate risk, credit risk, and the
                        complex legal and technical structure of the
                        transaction. For more information about the Income Bond
                        Fund's investment strategies, please read "More About
                        the Funds" and "Principal Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations. A "junk bond" is a debt security that is
                        rated below investment grade. (Junk bonds also include
                        unrated securities that Banc One Investment Advisors
                        believes to be of comparable quality to debt securities
                        that are rated below investment grade). Junk bonds are
                        also called "high yield bonds" and "non-investment grade
                        bonds." These securities generally 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.) These securities
                        generally offer a higher yield than investment grade
                        securities, but involve a high degree of risk.

WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
INCOME BOND FUND?       The main risks of investing in the Income Bond Fund and
                        the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Income Bond Fund and its yield will change every day in
                        response to interest rates and other market conditions.
                        You may lose money if you invest in the Income Bond
                        Fund. For additional information on risk, please read
                        "Investment Risks."
            MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.
<PAGE>   148

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

                           FUND SUMMARY
                           Income Bond Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and asset
                        backed securities. The issuers of these securities and
                        other callable securities may be able to repay principal
                        in advance, especially when interest rates fall. Changes
                        in pre-payment rates can affect return on investment and
                        yield of mortgage and asset-backed securities. When
                        mortgage and other obligations are pre-paid and when
                        securities are called, the Fund may have to reinvest in
                        securities with a lower yield. The Fund may also fail to
                        recover premiums paid for the securities, resulting in
                        an unexpected capital loss.

                        Portfolio Quality. The Fund may invest in securities
                        that are rated in the lowest investment grade. Issuers
                        of such securities are more vulnerable to changes in
                        economic conditions than issuers of higher grade
                        securities. The Fund also may invest in securities that
                        are rated below investment grade. These securities are
                        considered to be speculative and may be issued by
                        companies which are highly leveraged, less creditworthy
                        or financially distressed.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE INCOME BOND
  FUND PERFORMED?       By showing the variability of the Income Bond Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE INCOME BOND
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1994                                                                             -0.97%
1995                                                                             17.51%
1996                                                                              3.14%
1997                                                                              8.88%
1998                                                                              7.77%
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.00%. One Group Income Bond Fund consolidated
                            with the Pegasus Multi-Sector Bond Fund on March
                            22, 1999. For financial reporting purposes, the
                            Pegasus Fund was the accounting survivor.
                            Therefore, all performance information for One
                            Group Income Bond Fund for periods prior to March
                            22, 1999 reflects the performance of the Pegasus
                            Fund.

- --------------------------------------------------------------------------------
Best Quarter:  5.88%  2Q1995       Worst Quarter:  -1.63%  1Q1996
- --------------------------------------------------------------------------------


                                       19
<PAGE>   149

20
- ---------------------------

                           Income Bond Fund
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS          LIFE
                   CLASS A                                              (since 3/5/93)
   <S>                                         <C>          <C>        <C>
   One Group Income Bond Fund                  2.51%         5.84%           5.67%
   -------------------------------------------------------------------------------------
   Lehman Brothers Government/Corporate
     Bond Index (2)                            9.47%         7.30%           7.42%
   -------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (3)    8.69%         7.27%           7.27%
   -------------------------------------------------------------------------------------
   Lipper Intermediate Investment Grade
     Bond Funds Index (4)                      7.87%         6.59%           6.66%
</TABLE>



<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------
                 CLASS B (5)                   1 YEAR       5 YEARS          LIFE
                                                                        (since 3/5/93)
   <S>                                         <C>          <C>        <C>
   One Group Income Bond Fund                  1.73%         5.98%           5.92%
   -------------------------------------------------------------------------------------
   Lehman Brothers Government/Corporate
     Bond Index (2)                            9.47%         7.30%           7.42%
   -------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (3)    8.69%         7.27%           7.27%
   -------------------------------------------------------------------------------------
   Lipper Intermediate Investment Grade
     Bond Funds Index (4)                      7.87%         6.59%           6.66%
</TABLE>



<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------
                   CLASS I                     1 YEAR       5 YEARS          LIFE
                                                                        (since 3/5/93)
   <S>                                         <C>          <C>        <C>
   One Group Income Bond Fund                  7.77%         7.09%           6.73%
   -------------------------------------------------------------------------------------
   Lehman Brothers Government/Corporate
     Bond Index (2)                            9.47%         7.30%           7.42%
   -------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (3)    8.69%         7.27%           7.27%
   -------------------------------------------------------------------------------------
   Lipper Intermediate Investment Grade
     Bond Funds Index (4)                      7.87%         6.59%           6.66%
</TABLE>



                        (1) One Group Income Bond Fund consolidated with the
                            Pegasus Multi-Sector Bond Fund on March 22, 1999.
                            For financial reporting purposes, the Pegasus
                            Multi-Sector Bond Fund was the accounting
                            survivor. The performance information for One
                            Group Income Bond Fund for periods prior to March
                            22, 1999 reflects the performance of the Pegasus
                            Multi-Sector Bond Fund.



                        (2) The Lehman Brothers Government/Corporate Bond
                            Index is an unmanaged index generally
                            representative of the government and corporate
                            bond market as a whole. 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 services as
                            well as the deduction of sales charges on Class A
                            shares and applicable contingent deferred sales
                            charges on Class B shares.



                        (3) The Lehman Brothers Aggregate Bond Index is an
                            unmanaged index comprised of US Government,
                            mortgage, corporate and asset-backed 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 services as well as the
                            deduction of sales charges on Class A shares and
                            applicable contingent deferred sales charges on
                            Class B shares. The benchmark index for the Fund
                            has changed from the Lehman Brothers
                            Government/Corporate Bond Index to the Lehman
                            Brothers Aggregate Bond Index to better represent
                            the investment policies for comparison purposes.



                        (4) 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.



                        (5) After March 5, 1993, but prior to the
                            commencement of operations of Class B shares on
                            February 8, 1994, the performance for Class B
                            shares is based on Class A share performance
                            adjusted to reflect the difference in expenses
                            and sales charges. The performance for Class B
                            shares also is based on Class A share performance
                            for the period from December 2, 1994 to May 30,
                            1995, adjusted to reflect the difference in
                            expenses and sales charges.

<PAGE>   150

                                                                              21
- ---------------------------
ONE GROUP(R)

- ------------------------------------
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.
                           FUND SUMMARY
                           Income Bond Fund

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------
   <S>                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                     4.50%      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)           NONE(2)    5.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                   NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
   Exchange Fee                                     NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .60%      .60%      .60%      .60%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .21%      .21%      .21%      .21%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.16%     1.81%     1.81%      .81%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)         (.24%)    (.24%)    (.24%)    (.14%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .92%     1.57%     1.57%      .67%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .92% for Class A shares, 1.57% for Class B
                            shares, 1.57% for Class C shares, and .67% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ----------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)                                $  540       $  660         $  160         $  260         $  160       $  68
   ----------------------------------------------------------------------------------------------------------------------------
   3 Years                                      779          846            546            546            546         245
   ----------------------------------------------------------------------------------------------------------------------------
   5 Years                                    1,037        1,158            958            958            958         436
   ----------------------------------------------------------------------------------------------------------------------------
   10 Years                                   1,775        1,936          1,936          2,107          2,107         989
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
   <S>                                       <C>
       Class A                               $563
       Class B (no redemption)               $184
       Class B (with redemption)             $684
       Class C (no redemption)               $184
       Class C (with redemption)             $284
       Class I                                $83
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   151

22
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Government Bond Fund

WHAT IS THE GOAL OF THE
  GOVERNMENT BOND
  FUND?                 The Fund seeks a high level of current income with
                        liquidity and safety of principal.


WHAT ARE THE GOVERNMENT
  BOND FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund limits its investments to securities issued by
                        the U.S. government and its agencies and
                        instrumentalities (i.e., government bonds) or related to
                        securities issued by the U.S. government and its
                        agencies and instrumentalities. The Fund mainly invests
                        in government bonds with intermediate to long remaining
                        maturities. These include mortgage-backed securities.
                        Banc One Investment Advisors looks for individual
                        securities that it believes will perform well over
                        market cycles. The Government Bond Fund spreads its
                        holdings across various security types within the
                        Government market sector. Banc One Investment Advisors
                        selects individual securities after performing a
                        risk/reward analysis that includes an evaluation of
                        interest rate risk and the complex legal and technical
                        structure of the transaction. For more information about
                        the Government Bond Fund's investment strategies, please
                        read "More About the Funds" and "Principal Investment
                        Strategies."


WHAT IS A GOVERNMENT
  BOND?                 A "government bond" is a debt instrument with principal
                        and interest guaranteed by the U.S. Government and its
                        agencies and instrumentalities, as well as stripped
                        government securities and mortgage-related and
                        mortgage-backed securities.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  GOVERNMENT BOND
  FUND?                 The main risks of investing in the Government Bond Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. Like all non-money
                        market mutual funds, the share price of the Government
                        Bond Fund and its yield will change every day in
                        response market conditions. You may lose money if you
                        invest in the Government Bond Fund. For additional
                        information on risk, please read "Investment Risks."
<PAGE>   152

                                                                              23
- ---------------------------
                           Government Bond Fund

            MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Prepayment and Call Risk. As part of its main investment
                        strategies, the Fund invests in mortgage-backed
                        securities. The issuers of these securities and other
                        callable securities may be able to repay principal in
                        advance, especially when interest rates fall. Changes in
                        pre-payment rates can affect the return on investment
                        and yield of mortgage-backed securities. When mortgage
                        and other obligations are pre-paid and when securities
                        are called, the Fund may have to reinvest in securities
                        with a lower yield. The Fund may also fail to recover
                        premiums paid for the securities, resulting in an
                        unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   153

24
ONE GROUP(R)

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

                           FUND SUMMARY
                           Government Bond Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE GOVERNMENT
  BOND FUND PERFORMED?  By showing the variability of the Government Bond Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE GOVERNMENT
                        BOND FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1994                                                                             -3.01
1995                                                                             18.11
1996                                                                              2.59
1997                                                                              9.47
1998                                                                              8.23
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.52%.


- --------------------------------------------------------------------------------
Best Quarter:  5.70%  2Q1995        Worst Quarter:  -2.29%  1Q1994
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998(1)

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


<TABLE>
<CAPTION>
                                                               1 YEAR      5 YEARS          LIFE
                                             CLASS A                                   (since 3/5/93)
                                     <S>                       <C>         <C>       <C>
                                     One Group Government
                                       Bond Fund               3.12%        5.64%          5.28%
                                     ------------------------------------------------------------------
                                     Salomon Brothers 3-7
                                       Year Treasury
                                       Index (2)               9.47%        6.76%          6.71%
                                     ------------------------------------------------------------------
                                     Lipper US Government
                                       Bond Funds Index (3)    7.85%        6.01%          6.04%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                               1 YEAR                       LIFE
                                             CLASS B                                  (since 1/14/94)
                                     <S>                       <C>         <C>       <C>
                                     One Group Government
                                       Bond Fund               2.29%                       5.53%
                                     ------------------------------------------------------------------
                                     Salomon Brothers 3-7
                                       Year Treasury
                                       Index (2)               9.47%                       6.62%
                                     ------------------------------------------------------------------
                                     Lipper US Government
                                       Bond Funds Index (3)    7.85%                       5.84%
</TABLE>



<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------
                                                               1 YEAR      5 YEARS          LIFE
                                             CLASS I                                   (since 2/8/93)
                                     <S>                       <C>         <C>       <C>
                                     One Group Government
                                       Bond Fund               8.23%        6.90%          6.62%
                                     ------------------------------------------------------------------
                                     Salomon Brothers 3-7
                                       Year Treasury
                                       Index (2)               9.47%        6.76%          6.68%
                                     ------------------------------------------------------------------
                                     Lipper US Government
                                       Bond Funds Index (3)    7.85%        6.01%          6.01%
</TABLE>



                        (1) The Fund also offers Class C Shares. Class C
                            Shares commenced operations on March 22, 1999 and
                            do not have a full year of investment returns as
                            of the date of this prospectus.



                        (2) The Salomon Brothers 3 to 7 Year Treasury Index
                            is an unmanaged index comprised of US Government
                            agency and Treasury securities and agency
                            mortgage-backed 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 services as well as the deduction of sales
                            charges on Class A Shares and applicable
                            contingent deferred sales charges on Class B
                            Shares.



                        (3) 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.

<PAGE>   154

                                                                              25
- ---------------------------
                           Government Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ----------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C   CLASS I
                                     ----------------------------------------------------------------------------------------------
                                     <S>                                              <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                       4.50%      NONE      NONE      NONE
                                     ----------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)             NONE (2)   5.00%     1.00%      NONE
                                     ----------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE      NONE      NONE      NONE
                                     ----------------------------------------------------------------------------------------------
                                     Exchange Fee                                       NONE      NONE      NONE      NONE
                                     ----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)    CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .45%      .45%      .45%      .45%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .35%     1.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .20%      .20%      .20%      .20%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.00%     1.65%     1.65%      .65%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)           (.10%)    (.10%)    (.10%)     NONE
   --------------------------------------------------------------------------------------------------
   Net Expenses                                           .90%     1.55%     1.55%      .65%
   --------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .90% for Class A shares, 1.55% for Class B
                            shares, 1.55% for Class C shares, and .65% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  538       $  658         $  158         $  258         $  158
                                     -------------------------------------------------------------------------------------
                                     3 Years              745          811            511            511            511
                                     -------------------------------------------------------------------------------------
                                     5 Years              968        1,088            888            888            888
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,611        1,773          1,773          1,946          1,946
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)         $ 66
                                     -----------------------------------
                                     3 Years             208
                                     -----------------------------------------
                                     5 Years             362
                                     -----------------------------------------------
                                     10 Years            810
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $547
                                         Class B (no redemption)      $168
                                         Class B (with redemption)    $668
                                         Class C (no redemption)      $168
                                         Class C (with redemption)    $268
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   155

26
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Treasury & Agency
                        Fund

WHAT IS THE GOAL OF THE
TREASURY & AGENCY FUND? 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.


WHAT ARE THE TREASURY &
AGENCY FUND'S MAIN
INVESTMENT STRATEGIES?  The Fund invests exclusively in U.S. Treasury and other
                        U.S. agency obligations including fixed income and
                        mortgage-related securities and repurchase agreements.
                        Mortgage-related securities include government
                        mortgage-backed securities and adjustable rate mortgage
                        loans known as ARMs. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors. Banc
                        One Investment Advisors looks for individual securities
                        that it believes will perform well over time. The
                        Treasury and Agency Fund spreads its holdings across
                        various security types and concentrates on issues with
                        short or intermediate remaining maturities. Banc One
                        Investment Advisors selects individual securities after
                        performing a risk/reward analysis that includes an
                        evaluation of interest rate risk, credit risk, and the
                        complex legal and technical structure of the
                        transaction. For more information about the Treasury &
                        Agency Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
TREASURY & AGENCY FUND? The main risks of investing in the Treasury & Agency
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Treasury & Agency Fund and its yield will change
                        every day in response to interest rates and other market
                        conditions. You may lose money if you invest in the
                        Treasury & Agency Fund. For additional information on
                        risk, please read "Investment Risks."

            MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.
<PAGE>   156
                           Treasury & Agency Fund


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


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and asset
                        backed securities. The issuers of these securities and
                        other callable securities may be able to repay principal
                        in advance, especially when interest rates fall. Changes
                        in pre-payment rates can affect the return on investment
                        and yield of mortgage and asset-backed securities. When
                        mortgage and other obligations are pre-paid and when
                        securities are called, the Fund may have to reinvest in
                        securities with a lower yield. The Fund may also fail to
                        recover premiums paid for the securities, resulting in
                        an unexpected capital loss.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE TREASURY &
AGENCY FUND PERFORMED?  By showing the variability of the Treasury & Agency
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        TREASURY & AGENCY FUND IS NOT NECESSARILY AN INDICATION
                        OF HOW THE FUND WILL PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             11.01%
1990                                                                              8.94%
1991                                                                             11.49%
1992                                                                              5.89%
1993                                                                              5.06%
1994                                                                              1.20%
1995                                                                             15.22%
1996                                                                              3.30%
1997                                                                              7.30%
1998                                                                              8.00%
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            .11%. The Treasury & Agency Fund commenced
                            operations on January 20, 1997 subsequent to the
                            transfer of assets from a common trust fund with
                            materially equivalent investment objectives,
                            policies, guidelines and restrictions as the
                            Fund. The quoted performance of the Fund includes
                            the performance of the common trust fund for
                            periods prior to the Fund's commencement of
                            operations as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
Best Quarter:  5.24%  2Q1995       Worst Quarter:  -1.24%  1Q1996
- --------------------------------------------------------------------------------

                                       2
<PAGE>   157

28
- ---------------------------
ONE GROUP(R)

- ------------------------------------
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include sales charges and
recurring account fees.
                           FUND SUMMARY
                           Treasury & Agency Fund


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998(1)

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


<TABLE>
<CAPTION>
                                                                           1 YEAR       5 YEARS       10 YEARS         LIFE
                                                  CLASS A                                                         (since 4/30/88)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Treasury & Agency Fund      4.78%         6.11%         7.16%           6.97%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Intermediate
                                       Treasury Index (2)                  8.62%         6.46%         8.34%           8.12%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Mix (3)                        6.20%         5.25%         6.83%           6.67%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                           1 YEAR       5 YEARS       10 YEARS         LIFE
                                                  CLASS B                                                         (since 4/30/88)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Treasury & Agency Fund      4.30%         6.21%         6.93%           6.73%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Intermediate
                                       Treasury Index (2)                  8.62%         6.46%         8.34%           8.12%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Mix (3)                        6.20%         5.25%         6.83%           6.67%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                           1 YEAR       5 YEARS       10 YEARS         LIFE
                                                  CLASS I                                                         (since 4/30/88)
                                     <S>                                   <C>          <C>           <C>         <C>
                                     One Group Treasury & Agency Fund      8.00%         6.90%         7.67%           7.48%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Intermediate
                                       Treasury Index (2)                  8.62%         6.46%         8.34%           8.12%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Mix (3)                        6.20%         5.25%         6.83%           6.67%
</TABLE>



                        (1) The Treasury & Agency Fund commenced operations
                            on January 20, 1997 subsequent to the transfer of
                            assets from a common trust fund with materially
                            equivalent investment objectives, policies,
                            guidelines and restrictions as the Fund. The
                            quoted performance of the Fund includes the
                            performance of the common trust fund for periods
                            prior to the Fund's commencement of operations as
                            adjusted to reflect the expenses associated with
                            the Fund. The common trust fund was not
                            registered with the SEC and was not subject to
                            the investment restrictions, limitations, and
                            diversification requirements imposed by law on
                            registered mutual funds. If the common trust fund
                            had been registered, its return may have been
                            lower.



                        (2) The Lehman Brothers Intermediate Treasury Index
                            is an unmanaged index comprised of US
                            Treasury-issued securities with maturities of one
                            to ten years. 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 services as
                            well as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B Shares.



                        (3) The Lipper Mix consists of the average monthly
                            returns of the Lipper Intermediate Treasury Bond
                            Funds Index from April 1988 through December
                            1989. Thereafter, the data is from the Lipper
                            Short US Government Bond Funds Index which
                            corresponds with the initiation of the Index on
                            January 1, 1989. The Lipper Indices consist of
                            the equally weighted average monthly return of
                            the largest funds within the universe of all
                            funds in the category.

<PAGE>   158

                                                                              29
- ---------------------------
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.
                           Treasury & Agency Fund

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     3.00%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE (2)   3.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .40%      .40%      .40%      .40%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .25%      .25%      .25%      .25%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.00%     1.65%     1.65%      .65%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)         (.30%)    (.45%)    (.45%)    (.20%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .70% for Class A shares, 1.20% for Class B
                            shares, 1.20% for Class C shares, and .45% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.

<TABLE>
<CAPTION>
                                                       CLASS A   CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                 ASSUMING NO     ASSUMING      ASSUMING NO     ASSUMING
                                                                 REDEMPTION    REDEMPTION AT   REDEMPTION    REDEMPTION AT
                                                                                THE END OF                    THE END OF
                                                                                EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>           <C>             <C>           <C>
                                     1 Year (1)        $  369      $  122         $  422         $  122          $ 222
                                     -------------------------------------------------------------------------------------
                                     3 Years              580         476            676            476            476
                                     -------------------------------------------------------------------------------------
                                     5 Years              808         855            855            855            855
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,461       1,583          1,583          1,917          1,917
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)         $ 46
                                     -----------------------------------------------------------
                                     3 Years             188
                                     -----------------------------------------------------------------
                                     5 Years             342
                                     -----------------------------------------------------------------------
                                     10 Years            791
                                     -----------------------------------------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $399
                                         Class B (no redemption)      $168
                                         Class B (with redemption)    $468
                                         Class C (no redemption)      $168
                                         Class C (with redemption)    $268
                                         Class I                       $66
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after six (6) years. Therefore, the number
                            in the "10 years" example for Class B Shares
                            represents a combination of Class A and Class B
                            operating expenses.
<PAGE>   159

30
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       High Yield Bond Fund

WHAT IS THE GOAL OF THE
  HIGH YIELD BOND FUND? The Fund seeks a high level of current income by
                        investing primarily in a diversified portfolio of debt
                        securities which are rated below investment grade or
                        unrated. Capital appreciation is a secondary objective.


WHAT ARE THE HIGH YIELD
  BOND FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests in all types of high yield, high risk
                        debt securities. The Fund also may invest in convertible
                        securities, preferred stock, common stock, and loan
                        participations. The Fund's investments generally will be
                        rated below investment grade or unrated. Such securities
                        are also known as junk bonds. The Fund's sub-advisor,
                        Banc One High Yield Partners, LLC focuses on value in
                        choosing securities for the Fund by looking at
                        individual securities against the context of broader
                        market factors. Banc One High Yield Partners monitors
                        investments on an ongoing basis by staying abreast of
                        positive and negative credit developments and having
                        regular discussions with senior management of issuers of
                        the Fund's investments. For more information about the
                        High Yield Bond Fund's investment strategies, please
                        read "More About the Funds" and "Principal Investment
                        Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT IS A JUNK BOND?    A "junk bond" is a debt security that is rated below
                        investment grade. (Junk bonds also include unrated
                        securities that Banc One Investment Advisors or Banc One
                        High Yield Partners believes to be of comparable quality
                        to debt securities that are rated below investment
                        grade.) Junk bonds are also called "high yield bonds"
                        and "non-investment grade bonds." These securities
                        generally 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.) These securities generally offer a higher
                        yield than investment grade securities, but involve a
                        high degree of risk.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  HIGH
  YIELD BOND FUND?      The main risks of investing in the High Yield Bond Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        High Yield Bond Fund and its yield will change every day
                        in response to interest rates and other market
                        conditions. You may lose money if you invest in the High
                        Yield Bond Fund. For additional information on risk,
                        please read "Investment Risks."
<PAGE>   160

                                                                              31
- ---------------------------
                           High Yield Bond Fund

            MAIN RISKS
- --------------------------------
                        Junk Bond Risk. The Fund's main investment strategy is
                        to invest in securities which are considered to be
                        speculative. These investments may be issued by
                        companies which are highly leveraged, less creditworthy
                        or financially distressed. While these investments
                        generally provide a higher yield than higher rated debt
                        securities, the high degree of risk involved in these
                        investments can result in substantial or total losses.
                        The market price of these securities can change suddenly
                        and unexpectedly. As a result, the Fund is intended as a
                        long term investment program for investors who are able
                        and willing to assume a high degree of risk.

                        Smaller Companies. As part of its high yield strategy,
                        the Funds invests in debt securities of smaller, newer
                        companies. These investments may be riskier than
                        investments in larger, more established companies.
                        Securities of smaller companies tend to be less liquid
                        than securities of larger companies. In addition, small
                        companies may be more vulnerable to economic, market,
                        and industry changes. Because economic events have a
                        greater impact on smaller companies, there may be
                        greater and more frequent changes in the value of their
                        debt securities. This may cause unexpected decreases in
                        the value of your investment in the Fund.

                        Sensitivity to Interest Rates and Economic Changes. The
                        income and market value of the Funds' securities may
                        fluctuate more than higher rated securities. Although
                        non-investment grade securities tend to be less
                        sensitive to interest rate changes than investment grade
                        securities, non-investment grade securities are more
                        sensitive to short-term corporate, economic and market
                        developments. During periods of economic uncertainty and
                        change, the market price of the Fund's investments and
                        the Fund's net asset value may be volatile.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   161

32
- ---------------------------
ONE GROUP(R)

- ------------------------------------
                           FUND SUMMARY
                           High Yield Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.


HOW HAS THE HIGH YIELD
  BOND FUND PERFORMED?  This Section would normally include a bar chart and
                        average annual total return table. The High Yield Bond
                        Fund began operations on November 13, 1998 and does not
                        have a full calendar year of investment returns at the
                        date of this prospectus.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------
   <S>                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                     4.50%      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)           NONE(2)    5.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                   NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
   Exchange Fee                                     NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .75%      .75%      .75%      .75%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .27%      .27%      .27%      .27%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.37%     2.02%     2.02%     1.02%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (4)         (.22%)    (.22%)    (.22%)    (.12%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                        1.15%     1.80%     1.80%      .90%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.15% for Class A shares, 1.80% for Class B
                            shares, 1.80% for Class C shares, and .90% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.

<PAGE>   162
                           High Yield Bond Fund


- ---------------------------
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)     CLASS B (2)       CLASS C         CLASS C
                                                                   ASSUMING       ASSUMING NO      ASSUMING       ASSUMING NO
                                                                 REDEMPTION AT    REDEMPTION     REDEMPTION AT    REDEMPTION
                                                                  THE END OF                      THE END OF
                                                                  EACH PERIOD                     EACH PERIOD
                                     -----------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>             <C>             <C>
                                     1 Year (1)        $  562        $  683         $  183           $  283         $  183
                                     -----------------------------------------------------------------------------------------
                                     3 Years              844           912            612              612            612
                                     -----------------------------------------------------------------------------------------
                                     5 Years            1,146         1,268          1,068            1,068          1,068
                                     -----------------------------------------------------------------------------------------
                                     10 Years           2,004         2,163          2,163            2,330          2,330
                                     -----------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ------------------------
                                     <S>               <C>
                                     1 Year (1)        $   92
                                     ------------------------
                                     3 Years              313
                                     ------------------------
                                     5 Years              552
                                     ------------------------
                                     10 Years           1,237
                                     ------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $583
                                         Class B (no redemption)      $205
                                         Class B (with redemption)    $705
                                         Class C (no redemption)      $205
                                         Class C (with redemption)    $305
                                         Class I                      $104
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.



                                       33
<PAGE>   163

34

[GRAPHIC]
ONE GROUP(R)
- ---------------------------

                        More About The Funds

                        Each of the eight funds described in this Prospectus is
                        a series of One Group Mutual Funds and is managed by
                        Banc One Investment Advisors Corporation. For more
                        information about One Group and Banc One Investment
                        Advisors, please read "Management of One Group Mutual
                        Funds" and the Statement of Additional Information.

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

PRINCIPAL
   INVESTMENT
   STRATEGIES           This Prospectus describes eight mutual funds with a
                        variety of investment objectives, including total
                        return, capital appreciation, and current income. Banc
                        One Investment Advisors selects securities for the Funds
                        by analyzing both individual securities and different
                        industry sectors. Banc One Investment Advisors looks for
                        sectors and securities that it believes will perform
                        consistently well over time as measured by total return.
                        The Portfolios attempt to enhance total return by
                        selecting market sectors that offer risk/reward
                        advantages based on structural risks and credit trends.
                        Individual securities that are purchased by the Funds
                        are subject to a disciplined risk/reward analysis both
                        at the time of purchase and on an ongoing basis. This
                        analysis includes an evaluation of interest rate risk,
                        credit risk and risks associated with the complex legal
                        and technical structure of the investment (e.g.,
                        asset-backed securities). In addition, the principal
                        investment strategies that are used to meet each Fund's
                        investment objective are described in Fund Summaries:
                        Investments, Risk, & Performance in the front of this
                        prospectus. They are also described below.


                         FUNDAMENTAL POLICIES

              Each Fund's investment strategy may
              involve "fundamental policies." A policy
              is fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.

                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        may also use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

- -----
                        ONE GROUP ULTRA SHORT-TERM BOND FUND. 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 interest rate sensitivity
                        approximately equal to that of a two year U.S. Treasury
                        security, although the Fund's actual interest rate
                        sensitivity is expected to be approximately equal to
                        that of a one year U.S. Treasury security.

                        - The Fund normally invests at least 80% of its total
                          assets in debt securities. Debt securities include
                          bonds, notes and other obligations.

                        - Up to 20% of the Fund's total assets may be invested
                          in preferred stock.
<PAGE>   164

                                                                              35

                        - 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 and
                          asset-backed securities that are issued by
                          non-governmental entities. Such securities may or may
                          not have private insurer guarantees of timely
                          payments.

- -----
                        ONE GROUP SHORT-TERM BOND FUND. The Fund invests in all
                        types of debt securities with short to intermediate
                        maturities.

                        - 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.

                        - The Fund also may purchase taxable or tax-exempt
                          municipal securities.

                        - Up to 20% of the Fund's total assets may be invested
                          in preferred stock.

                        - The Fund's effective average weighted maturity
                          ordinarily will be three years or less taking into
                          account expected amortization and prepayment of
                          principal on certain investments.

- -----
                        ONE GROUP INTERMEDIATE BOND FUND. 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 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.

                        - Up to 20% of the Fund's total assets may be invested
                          in preferred stock.

                        - The Fund's average weighted maturity will ordinarily
                          range between three and ten years, taking into account
                          expected prepayment of principal on certain
                          investments. The Fund may shorten that weighted
                          average maturity to as little as one year for
                          temporary defensive purposes.

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual securities in a fund calculated
              so as to count most heavily those
              securities with the highest dollar value.
              Average maturity is important to bond
              investors as an indication of a fund's
              sensitivity to changes in interest rates.
              Usually, the longer the average maturity,
              the more fluctuation in share price you
              can expect. The terms "Intermediate" and
              "Short-Term" in a fund's name refer to the
              average maturity the fund maintains.

<PAGE>   165

- -----
                        ONE GROUP BOND FUND. The Fund invests in all types of
                        debt securities rated as investment grade, as well as
                        convertible securities, preferred stock, and loan
                        participations.

                        - The Fund invests at least 65% of its total assets in
                          debt securities of all types with intermediate to long
                          maturities.

                        - 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.

                        - The Fund may invest in debt securities that are rated
                          in the lowest investment grade category.


                        - The Fund's average weighted maturity will ordinarily
                          range between four and twelve years, although the Fund
                          may shorten its weighted average maturity if deemed
                          appropriate for temporary defensive purposes.


- -----
                        ONE GROUP INCOME BOND FUND. 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 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.

                        - 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.

                        - 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 may also purchase taxable or tax-exempt
                          municipal securities.

                        - The Fund's average weighted maturity will ordinarily
                          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.

- -----
                        ONE GROUP GOVERNMENT BOND FUND. 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 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.


                                       36
<PAGE>   166

                                                                              37

- -----

                        ONE GROUP TREASURY & AGENCY FUND. The Fund invests in
                        U.S. Treasury and other U.S. agency obligations
                        including fixed income securities and mortgage-related
                        securities. At least 65% of the Fund's total assets will
                        be invested in Treasury & Agency Obligations.



               WHAT IS A TREASURY & AGENCY OBLIGATION?



              For purposes of the Treasury & Agency
              Fund, a Treasury & Agency Obligation
              includes U.S. Treasury bills, notes and
              other obligations issued or guaranteed by
              U.S. government agencies and
              instrumentalities, Separately Traded
              Registered Interest and Principal
              Securities known as STRIPS and Coupons
              Under Book Entry Safekeeping known as
              CUBES.



                        - The Fund also invests in other government-only
                          investment companies, including money market funds of
                          One Group. The Fund indirectly pays a portion of the
                          expenses incurred by the underlying funds. The Fund
                          also may invest in government mortgage-backed
                          securities and government adjustable rate mortgage
                          loans known as ARMS, as well as engage in securities
                          lending.


                        - Normally, the Fund's average weighted maturity will
                          range between two and five years.

- -----
                        ONE GROUP HIGH YIELD BOND FUND. The Fund's sub-advisor,
                        Banc One High Yield Partners, LLC focuses on value in
                        choosing securities for the Fund by using a "bottom-up"
                        research methodology.

              WHAT IS A BOTTOM-UP RESEARCH METHODOLOGY?

              When Banc One High Yield Partners uses a
              bottom-up research methodology, it looks
              primarily at individual companies against
              the context of broader market factors.

                        For each issuer, Banc One High Yield Partners performs
                        an in-depth analysis of the issuer including, business
                        prospects, management, capital requirements, capital
                        structure, enterprise value, and security structure and
                        covenants. In addition, Banc One High Yield Partners
                        monitors investments on an ongoing basis by staying
                        abreast of positive and negative credit developments,
                        expediting the review of the Fund's investments which
                        are considered to be the most risky, and having regular
                        discussions with senior management of issuers of the
                        Fund's investments.

                        - The Fund invests at least 80% of its total assets in
                          debt securities, loan participations, convertible
                          securities and preferred stock which are rated below
                          investment grade or unrated. The Fund may invest up to
                          100% of the Fund's total assets in such securities.

                        - Up to 20% of the Fund's total assets may be invested
                          in other securities, including investment grade debt
                          securities.

                        - As a matter of fundamental policy, at least 65% of the
                          Fund's total assets will consist of bonds.

                        - The Fund's average weighted maturity will ordinarily
                          range between five and ten years, although the Fund
                          may shorten its weighted average maturity to as little
                          as two years if deemed appropriate for temporary
                          defensive purposes.

- --------------------------------------------------------------------------------
INVESTMENT RISKS        The risks associated with investing in the Bond Funds
                        are described below and in Fund Summaries: Investments,
                        Risk, & Performance at the front of this prospectus.
<PAGE>   167

38

- -----
                        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. Fixed
                        income securities also are subject to the risk that the
                        issuer of the security will be unable to meet its
                        repayment obligation.

- -----
                        DERIVATIVES. The Funds may invest in securities that may
                        be considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks. A Fund's use of
                        derivatives may cause the Fund to recognize higher
                        amounts of short-term capital gains (generally taxed at
                        ordinary income tax rates) than if the Fund did not use
                        such instruments.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

- -----
                        LOWER RATED SECURITIES. The Intermediate Bond Fund, the
                        Ultra Short-Term Bond Fund, the Short-Term Bond Fund,
                        the Bond Fund and the Income Bond Fund may purchase 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 High Yield Bond Fund and, to
                        a lesser extent, the Income Bond Fund invest in high
                        yield securities that are unrated or rated below
                        investment grade (commonly known as "junk bonds"). These
                        securities are considered to be high risk investments.
                        You should not invest in the Funds unless you are
                        willing to assume the greater risk associated with high
                        yield securities. These risks include the following:

                        - Greater Risk of Loss. There is a greater risk that
                          issuers of lower rated securities will default than
                          issuers of higher rated securities. Issuers of lower
                          rated securities may be less creditworthy, highly
                          indebted, financially distressed, or bankrupt. These
                          issuers are more vulnerable to real or perceived
                          economic changes, political changes or adverse
                          industry developments. If an issuer fails to pay
                          principal or interest, the Funds would experience a
                          decrease in income and a decline in the market value
                          of their investments. The Funds may also incur
                          additional expenses in seeking recovery from the
                          issuer.
<PAGE>   168

                                                                              39

                        - Sensitivity to Interest Rate and Economic Changes. The
                          income and market value of the Funds' securities may
                          fluctuate more than higher rated securities. Although
                          non-investment grade securities tend to be less
                          sensitive to interest rate changes than investment
                          grade securities, non-investment grade securities are
                          more sensitive to short-term corporate, economic and
                          market developments. During periods of economic
                          uncertainty and change, the market price of the Funds'
                          investments and the Funds' net asset value may be
                          volatile.

                        - Valuation Difficulties. It is often more difficult to
                          value lower rated securities than higher rated
                          securities. If an issuer's financial condition
                          deteriorates, accurate financial and business
                          information may be limited or unavailable. In
                          addition, the Funds' investments may be thinly traded
                          and there may be no established secondary market.
                          Because of the lack of market pricing and current
                          information for certain of the Funds' investments,
                          valuation of such investments is much more dependent
                          on judgment than is the case with higher rated
                          securities.

                        - Liquidity. There may be no established secondary or
                          public market for the Funds' investments. As a result,
                          the Funds may be required to sell investments at
                          substantial losses or retain them indefinitely even
                          where an issuer's financial condition is
                          deteriorating.

                        - High Yield Bond Market. Unlike investment grade
                          securities (including securities which were investment
                          grade when issued but have fallen below investment
                          grade), the track record for bond default rates on new
                          issues of non-investment grade bonds is relatively
                          short. It may be that future default rates on new
                          issues of non-investment grade securities will be more
                          widespread and higher than in the past, especially if
                          economic conditions deteriorate.

                        - Credit Quality. Credit quality of non-investment grade
                          securities 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 Funds will
                          not rely solely on ratings issued by established
                          credit rating agencies, but will use such ratings in
                          conjunction with Banc One Investment Advisor's or the
                          Sub-Advisor's independent and ongoing review of credit
                          quality. (Please see "Description of Ratings" in the
                          Statement of Additional Information). Because
                          investments in lower rated or unrated securities
                          involve greater investment risk, achievement of the
                          Funds' investment objectives will be more dependent on
                          Banc One Investment Advisor's or the Sub-Advisor's
                          credit analysis than would be the case if the Funds
                          were investing in higher rated securities. The Funds
                          may seek to hedge investments through transactions in
                          options, futures contracts and related options. The
                          Funds also may use swap agreements to further manage
                          exposure to lower rated securities.
<PAGE>   169

40

- -----
                        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.

- -----

                        FOREIGN SECURITIES. Investments in foreign securities
                        involve risks different from investments in U.S.
                        securities. These risks include the 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
                        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 Funds
                        that invest in foreign securities is expected to be
                        volatile, and you should be able to sustain sudden, and
                        sometimes substantial, fluctuations in the value of your
                        investment.


                        For more information about risks associated with the
                        types of investments that the Bond Funds purchase,
                        please read Fund Summaries: Investments, Risk, &
                        Performance, Appendix A and the Statement of Additional
                        Information.

- --------------------------------------------------------------------------------
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 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.
<PAGE>   170

                                                                              41

                        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 can be found in the
                        Statement of Additional Information.

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

PORTFOLIO QUALITY       Various rating organizations (like Standard & Poor's
                        Corporation and Moody's Investor Service) assign ratings
                        to securities (other than equity securities). Generally,
                        ratings are divided into two main categories:
                        "Investment Grade Securities" and "Non-Investment Grade
                        Securities." Although there is always a risk of default,
                        rating agencies believe that issuers of Investment Grade
                        Securities have a high probability of making payments on
                        such securities. Non-Investment Grade Securities include
                        securities that, in the opinion of the rating agencies,
                        are more likely to default than Investment Grade
                        Securities. The Funds only purchase securities that meet
                        the rating criteria described below. Banc One Investment
                        Advisors (or Banc One High Yield Partners with respect
                        to the High Yield Bond Fund) will look at a security's
                        rating at the time of investment. If the securities are
                        unrated, Banc One Investment Advisors (or Banc One High
                        Yield Partners with respect to the High Yield Bond Fund)
                        must determine that they are of comparable quality to
                        rated securities.


- -----
                        DEBT SECURITIES

                        - 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 Bond Fund, the Intermediate Bond
                          Fund, the Short-Term Bond Fund and the Bond Fund may
                          invest in debt securities rated in any of the four
                          investment grade rating categories.

                        - The Income Bond Fund and the High Yield Bond Fund may
                          purchase securities in ANY rating category. Please
                          read Fund Summaries: Investments, Risk, & Performance
                          and "High Yield/Junk Bonds" for more information about
                          the Income Bond Fund and the High Yield Bond Fund.

- -----
                        PREFERRED STOCK

                        - The Ultra Short-Term Bond Fund, the Short-Term Bond
                          Fund, the Bond Fund and the Intermediate Bond Fund may
                          only invest in preferred stock rated in any of the
                          four highest rating categories.

                        - The Income Bond Fund and the High Yield Bond Fund may
                          invest in preferred stock in any rating category.
<PAGE>   171

42

- -----
                        MUNICIPAL SECURITIES

                        - The Ultra Short-Term Bond Fund, the Short-Term Bond
                          Fund, Intermediate Bond Fund, and the Bond Fund may
                          only invest in municipal bonds rated in any of the
                          four highest rating categories.

                        - The Ultra Short-Term Bond Fund, the Intermediate Bond
                          Fund and the Bond Fund may only invest in other
                          municipal securities, such as tax-exempt commercial
                          paper, notes, and variable rate demand obligations
                          which are rated in the highest or second highest
                          rating categories. The Short-Term Bond Fund may invest
                          in such securities only if they are rated in the
                          highest rating category.

                        - The Income Bond Fund and the High Yield Bond Fund may
                          invest in municipal securities rated in ANY category.

- -----
                        COMMERCIAL PAPER

                        - The Intermediate Bond Fund, the Short-Term Bond Fund,
                          the Bond Fund and the Ultra Short-Term Bond Fund may
                          invest in commercial paper rated in the highest or
                          second highest rating category.

                        - The High Yield Bond Fund and the Income Bond Fund may
                          invest in commercial paper in any rating category.

                        For more information about ratings, please see
                        "Description of Ratings" in the Statement of Additional
                        Information.

- --------------------------------------------------------------------------------
TEMPORARY
   DEFENSIVE
   POSITIONS            To respond to unusual market conditions, the Funds may
                        invest all or most of their assets in cash and CASH
                        EQUIVALENTS (see below) for temporary defensive
                        purposes. These investments may result in a lower yield
                        than lower-quality or longer term investments and may
                        prevent the Funds from meeting their investment
                        objectives.

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

- --------------------------------------------------------------------------------
PORTFOLIO
   TURNOVER             The Funds may engage in active and frequent trading of
                        portfolio securities to achieve their principal
                        investment strategies. 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, 1999 is shown on the Financial Highlights. To
                        the extent portfolio turnover results in short-term
                        capital gains, such gains will generally be taxed at
                        ordinary income tax rates.
<PAGE>   172

                                                                              43

[GRAPHIC]
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve, and Christmas.

                        - Purchase requests received by The One Group Services
                          Company before 4 p.m. Eastern Time ("ET") will be
                          effective that day. On occasion, the NYSE will close
                          before 4 p.m. ET. When that happens, purchase requests
                          received after the NYSE closes will be effective the
                          following business 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. ET (i)
                          on the business day after the order is placed if you
                          are buying Class I 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?                One Group offers the following classes of shares:
                        - Class A, Class B and Class C shares are available to
                          the general public.

                        - Class I 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."
<PAGE>   173

44


                        - When deciding what class of shares to buy, you should
                          consider the amount of your investment, the length of
                          time you intend to hold the shares, and the sales
                          charges and expenses applicable to each class of
                          shares. If you intend to hold your shares for seven or
                          more years, Class A shares may be more appropriate for
                          you. If you intend to hold your shares for less than
                          seven years, you may want to consider Class B or Class
                          C shares. Sales charges are discussed in the section
                          of this prospectus entitled SALES CHARGES.


                        One Group Fund Direct IRA and 403(b). One Group offers
                        retirement plans. These plans allow participants to
                        defer taxes while their retirement savings grow. 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 following the close of the NYSE at 4:00
                          p.m. ET. On occasion, the NYSE will close before 4
                          p.m. ET. When that happens, NAV will be calculated as
                          of the time the NYSE closes.

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 per Fund ($100
                            for employees of Bank One Corporation and its
                            affiliates). The minimum initial investment for the
                            Treasury & Agency Fund is $50,000. The minimum
                            initial investment for an IRA and 403(b) is $250.



                          - Subsequent investments for all Funds except the
                            Treasury & Agency Fund must be at least $25 per
                            Fund. Subsequent investments for the Treasury &
                            Agency Fund must be at least $1000.


                          - You may purchase no more than $249,999 of Class B
                            shares. This is because Class A shares offer a
                            reduced sales charge on purchases of $250,000 or
                            more and have lower expenses. The section of this
                            prospectus entitled WHAT KIND OF SHARES CAN I BUY?
                            provides information that can help you choose the
                            appropriate share class.

                          - 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>   174

                                                                              45

                        4. Send the completed application and a personal check
                           (unless you choose to pay by wire) payable to "One
                           Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                          Contributions to Fund Direct IRAs should be made
                          payable to "State Street Bank and Trust Company for
                          the Benefit of (your name)."

                          If you choose to pay by wire, please call The One
                          Group Services Company at 1-800-480-4111.

                        5. All checks must be in U.S. dollars. One Group does
                           not accept "third party checks." Checks made payable
                           to any individual and endorsed to One Group Mutual
                           Funds are considered third party checks.

                          All checks must be payable to one of the following:

                          - One Group Mutual Funds;

                          - State Street Bank and Trust Company; or

                          - the specific Fund in which you are investing.

                          Checks made payable to any party other than those
                          listed above will be returned to the address provided
                          on the account application.


                        6. If you redeem shares purchased under the systematic
                           investment plan (see below) or that were purchased by
                           check, One Group will delay forwarding you redemption
                           proceeds until payment has been collected from your
                           bank. One Group generally receives payment within ten
                           (10) calendar days of purchase.


                        7. 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.

                        8. 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 "One Group" to
                          State Street Bank and Trust Company (see address
                          above), authorize a bank transfer, or initiate a wire
                          transfer to the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY & SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP INTERMEDIATE BOND FUND -- A)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: JOHN SMITH & MARY SMITH, JTWROS)
<PAGE>   175

46

                        - 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, 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

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 per Fund, but minimum
                        automatic additions are only $25 per Fund. 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 five (5) calendar days.

                        - 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 calling The One Group Services Company
                          at 1-800-480-4111 or by sending a letter to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

CONVERSION FEATURE
                        - Your Class B shares automatically convert to Class A
                          shares.

                        - Class B shares of the Intermediate Bond Fund, the
                          Income Bond Fund, the Government Bond Fund, the High
                          Yield Bond Fund and the Bond Fund automatically
                          convert after eight years. Class B shares of the Ultra
                          Short-Term Bond Fund, the Short-Term Bond Fund, and
                          the Treasury & Agency Fund automatically convert after
                          six years.

                        - Conversion periods are measured from the end of the
                          month in which 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
                          Federal income tax.
<PAGE>   176

                                                                              47

                        - 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
                          period.

- --------------------------------------------------------------------------------
       SALES CHARGES    The One Group Services Company compensates Shareholder
                        Servicing Agents who sell shares of One Group Mutual
                        Funds. Compensation comes from sales charges, 12b-1 fees
                        and payments by The One Group Services Company from its
                        own resources. The tables below show the charges for
                        each class of shares and the percentage of your
                        investment that is paid as a commission to a Shareholder
                        Servicing Agent.

       CLASS A SHARES
- --------------------------------
                        If you buy Class A shares of THE SHORT-TERM BOND FUND,
                        THE ULTRA SHORT-TERM BOND FUND and THE TREASURY & AGENCY
                        FUND, the following table shows the amount of sales
                        charge you pay and the commissions paid to Shareholder
                        Servicing Agents.

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

<TABLE>
<CAPTION>
                                           AMOUNT         SALES CHARGE       SALES CHARGE           COMMISSION
                                             OF          AS A % OF THE          AS A %                AS A %
                                         PURCHASES       OFFERING PRICE   OF YOUR INVESTMENT     OF OFFERING PRICE
                                     <S>                 <C>              <C>                  <C>
                                     LESS THAN $100,000      3.00%              3.09%                  2.07%
                                     -------------------------------------------------------------------------------
                                     $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 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 and 0.50%
                          of the purchase price if you redeem within two years
                          of purchase, unless The One Group Services Company
                          receives notice before you invest indicating that your
                          Shareholder Servicing Agent is waiving its commission.

                        If you buy Class A shares of THE INTERMEDIATE BOND FUND,
                        THE INCOME BOND FUND, THE GOVERNMENT BOND FUND, THE HIGH
                        YIELD BOND FUND and THE BOND FUND, the following table
                        shows the amount of sales charge you pay and the
                        commissions paid to Shareholder Servicing Agents.
<PAGE>   177

48

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

<TABLE>
<CAPTION>
                                           AMOUNT         SALES CHARGE       SALES CHARGE           COMMISSION
                                             OF          AS A % OF THE          AS A %                AS A %
                                         PURCHASES       OFFERING 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 and 0.50%
                          of the purchase price if you redeem within two years
                          of purchase, unless The One Group Services Company
                          receives notice before you invest indicating that your
                          Shareholder Servicing Agent is waiving its commission.

      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, THE
                        GOVERNMENT BOND FUND, THE HIGH YIELD BOND FUND or THE
                        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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      SUBJECT TO CHARGE
                                     <S>            <C>
                                          0-1              5.00%
                                     -----------------------------------
                                          1-2              4.00%
                                     -----------------------------------
                                          2-3              3.00%
                                     -----------------------------------
                                          3-4              3.00%
                                     -----------------------------------
                                          4-5              2.00%
                                     -----------------------------------
                                          5-6              1.00%
                                     -----------------------------------
                                      MORE THAN 6           NONE
                                     -----------------------------------
</TABLE>

                        Or if you redeem Class B shares of THE ULTRA SHORT-TERM
                        BOND FUND, THE SHORT-TERM 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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      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>
<PAGE>   178

                                                                              49

                        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 of THE
                        INTERMEDIATE BOND FUND, THE INCOME BOND FUND, THE
                        GOVERNMENT BOND FUND, THE HIGH YIELD BOND FUND or THE
                        BOND FUND. Shareholder Servicing Agents who sell Class B
                        shares of THE ULTRA SHORT-TERM BOND FUND, THE SHORT-TERM
                        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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      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.

                        - No CDSC is imposed on share appreciation, nor is a
                          CDSC 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 the shares you have held for the longest
                          time and thus have the lowest CDSC.

                        - If you exchange Class B or Class C shares of an
                          unrelated mutual fund for Class B or Class C shares of
                          One Group in connection with a fund reorganization,
                          the CDSC applicable to your original shares (including
                          the period of time you have held those shares) will be
                          applied to One Group shares you receive in the
                          reorganization.

     12B-1 FEES
- --------------------------------
                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees for the sale and distribution of shares
                        of the Funds. These fees are called 12b-1 fees. 12b-1
                        fees are paid by One Group Mutual Funds 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 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%.
<PAGE>   179

50

                        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, the Government Bond
                           Fund, the High Yield Bond Fund and the Bond Fund and
                           to .75% for the Short-Term Bond Fund, the Ultra
                           Short-Term Bond 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 Class I 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 Class A
                          shares, .90% of the average daily net assets of the
                          Class B shares and .90% of the average daily net
                          assets of the Class C shares of the Intermediate Bond
                          Fund, the Income Bond Fund, the Government Bond Fund,
                          the High Yield Bond Fund and the Bond Fund, and .25%
                          of the average daily net assets of Class A shares,
                          .75% of the average daily net assets of the Class B
                          shares and .75% of the average daily net assets of the
                          Class C shares of the Short-Term Bond Fund, the Ultra
                          Short-term Bond 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.

                        Because 12b-1 fees are paid out of Fund assets on an
                        on-going basis, over time these fees will increase the
                        cost of your investment and may cost you more than
                        paying other types of sales charges.

- --------------------------------------------------------------------------------
SALES CHARGE
   REDUCTIONS AND
   WAIVERS



                        There are several ways you can reduce the sales charges
                        you pay on Class A shares:

REDUCING YOUR CLASS A
SALES CHARGES
- --------------------------------
                        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.
<PAGE>   180

                                                                              51

                        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:

                          - One Group.

                          - Bank 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 One Group and their subsidiaries and
                            affiliates.

                          - An investment sub-advisor of a fund of One Group and
                            such sub-advisor's subsidiaries and affiliates.

                        4. Bought by:


                          - Affiliates of Bank One Corporation and certain
                            accounts (other than IRA Accounts) for which an
                            Intermediary acts in a fiduciary, advisory, agency,
                            or custodial capacity or Accounts which participate
                            in select affinity programs with Bank One
                            Corporation and its affiliates and subsidiaries.


                          - 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.

                          - Accounts which participate in select affinity
                            programs with Bank One Corporation and its
                            subsidiaries and affiliates.

                          - Certain 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 Class I shares
                           of a One Group Fund or acquired in an exchange of
                           Class I 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.
<PAGE>   181

52


                        6. Bought with proceeds from the sale of shares of a
                           mutual fund, including Class A shares of a One Group
                           Fund, 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 One Group Fund.

                        8. Bought with assets of 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.

WAIVER OF THE CLASS B   No sales charge is imposed on redemptions of Class B
         SALES CHARGE   shares of the Funds:
- --------------------------------
                        1. If you withdraw no more than 10% of the value of your
                           account in a 12 month period. Shares received from
                           dividend and capital gains reinvestment are included
                           in calculating amounts eligible for this waiver. You
                           need to participate in the Systematic Withdrawal Plan
                           to take advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class B shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I pay a Sales Charge on an Exchange?

WAIVER OF THE CLASS C   No sales charge is imposed on redemptions of Class C
         SALES CHARGE   shares of the Funds:
- --------------------------------
                        1. If you withdraw no more than 10% of the value of your
                           account. Shares received from dividend and capital
                           gains reinvestment are included in calculating
                           amounts eligible for this waiver. You need to
                           participate in the Systematic Withdrawal Plan to take
                           advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.
<PAGE>   182

                                                                              53

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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. Exchanged 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. Exchanged for Class C shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I pay a Sales Charge on an Exchange?.

                        7. If The One Group Services Company receives notice
                           before you invest indicating that your Shareholder
                           Servicing Agent, due to the type of account that you
                           have, is waiving its commission.

                        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.
                        These waivers will not continue indefinitely and may be
                        discontinued at any time without notice.

- --------------------------------------------------------------------------------
EXCHANGING FUND
   SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may make the following exchanges:

                        - Class I shares of a Fund may be exchanged for Class A
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund.

                        - Class A shares of a Fund may be exchanged for Class I
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund, 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 One Group Fund.

                        - Class C shares of a Fund may be exchanged for Class C
                          shares of another One Group Fund.

                        One Group Funds offer a Systematic Exchange Privilege
                        which allows you to automatically exchange shares of one
                        fund to another on a monthly or quarterly basis. This
                        privilege is useful in Dollar Cost Averaging. To
                        participate in the Systematic Exchange Privilege, please
                        select it on your account application. To learn more
                        about it, please call The One Group Services Company at
                        1-800-480-4111.

                        One Group does not charge a fee for this privilege. In
                        addition, One Group may change the terms and conditions
                        of your exchange privileges upon 60 days written notice.
<PAGE>   183

54

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., ET.

                        - You have provided 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 Class I 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 for Federal income tax purposes.

                        - 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,
                          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.
<PAGE>   184

                                                                              55

                        - In addition, 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. ET (or when the NYSE closes)
                          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:

                            ONE GROUP
                            C/O STATE STREET BANK AND TRUST COMPANY
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - 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 participant in 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;

                          3. the redemption check is mailed to the shareholder
                             at the record address; or

                          4. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. 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.
<PAGE>   185

56

WHAT WILL MY SHARES BE
  WORTH?                - If you own Class A and Class I shares and the Fund
                          receives your redemption request by 4:00 p.m. ET (or
                          when the NYSE closes), 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. ET (or
                          when the NYSE closes), 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 The One Group
                          Service 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.

                        - 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, 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 you begin participating in the Plan.
                             Shares received from dividend and capital gains
                             reinvestment are included in calculating the 10%.
                             The applicable Class B or Class C sales charge is
                             waived provided your withdrawals do not exceed 10%
                             annually. Withdrawals in excess of 10% will subject
                             the entire annual withdrawal to the applicable
                             sales load.


                          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 a One Group
                             IRA or other One Group qualifying retirement plan.

<PAGE>   186

                                                                              57

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

                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.


                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank.


                        - Because of the high cost of handling small
                          investments, One Group charges a sub-minimum account
                          fee. Accounts under $800 that are not participating in
                          a Systematic Investment Plan will be assessed an
                          annual fee of $10.00. The sub-minimum account fee will
                          not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                        details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.

- --------------------------------------------------------------------------------
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.
<PAGE>   187

58

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.

                        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 Class I 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may call The One Group Services Company at
                        1-800-480-4111 to make this change.

                        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 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.
                        Reinvested dividends and distributions receive the same
                        tax treatment as dividends and distributions paid in
                        cash.
<PAGE>   188

                                                                              59

TAXATION OF
DISTRIBUTIONS
- --------------------------------
                        Each Fund will distribute substantially all of its net
                        investment income (including, for this purpose, the
                        excess of net short-term capital gains over net
                        long-term capital losses) and net capital gains (i.e.,
                        the excess of net long-term capital gains over net
                        short-term capital losses) 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 distributions from a Fund's
                        long-term capital gains will be taxable to you as such,
                        regardless of how long you have held the shares.
                        Distributions are taxable to you even if they are paid
                        from income or gains earned by a Fund prior to your
                        investment (and thus were included in the price you
                        paid).

                        Dividends paid in January, but declared in October,
                        November or December of the previous year, will be
                        considered to have been paid in the previous year.

TAXATION OF
ZERO-COUPON SECURITIES
- --------------------------------
                        Some of the Funds may acquire certain securities issued
                        with original issue discount (including zero-coupon
                        securities). Current Federal tax requires that a holder
                        (such as a Fund) of such a security must include in
                        taxable income a portion of the original issue discount
                        which accrues during the tax year on such security even
                        if a Fund receives no payment in cash on the security
                        during the year. As an investment company, a Fund must
                        pay out substantially all of its net investment income
                        each year, including any original issue discount.
                        Accordingly, a Fund may be required to pay out in income
                        distribution each year an amount which is greater than
                        the total amount of cash interest a Fund actually
                        received. Such distributions will be made from the cash
                        assets of a Fund or by liquidation of investments if
                        necessary. If a distribution of cash necessitates the
                        liquidation of investments, Banc One Investment Advisors
                        or the Sub-Advisor will select which securities to sell
                        and a Fund may realize a gain or loss from those sales.
                        In the event a Fund realizes net capital gains from
                        these transactions, you may receive a larger capital
                        gain distribution, if any, than you would in the absence
                        of such transactions.

TAXATION OF
RETIREMENT PLANS
- --------------------------------
                        Distributions by the Funds to qualified retirement plans
                        generally 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.
<PAGE>   189

60

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, call
                        1-800-480-4111 or visit www.onegroup.com.

REPORTING
- --------------------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   190

                                                                              61

                           (Intentionally Left Blank)
<PAGE>   191

62

[PHOTO]
ONE GROUP(R)
- ---------------------------

                                   Management of
                                   One Group Mutual Funds

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

THE ADVISOR             Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.


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

THE SUB-ADVISOR         Banc One High Yield Partners, LLC (1111 Polaris Parkway,
                        P.O. Box 71021, Columbus, Ohio 43271-0211), is the
                        sub-advisor to the High Yield Bond Fund. Banc One High
                        Yield Partners was formed in June, 1998 to provide
                        investment advisory services related to high yield, high
                        risk investments to the High Yield Bond Fund and other
                        advisory clients. Banc One High Yield Partners is
                        controlled by Banc One Investment Advisors and Pacholder
                        Associates, Inc. As of June 30, 1999, Banc One High
                        Yield Partners had approximately $150 million in assets
                        under management.


- --------------------------------------------------------------------------------
ADVISORY FEES           Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates:

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

<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
                                     FUND                  AVERAGE DAILY NET ASSETS
                                     <S>                 <C>
                                     One Group(R) Ultra
                                       Short-Term Bond
                                       Fund                          .23%
                                     ------------------------------------------------
                                     One Group(R)
                                       Short-Term Bond
                                       Fund                          .32%
                                     ------------------------------------------------
                                     One Group(R)
                                       Intermediate
                                       Bond Fund*                    .38%
                                     ------------------------------------------------
                                     One Group(R) Bond
                                       Fund*                         .40%
                                     ------------------------------------------------
                                     One Group(R)
                                       Income Bond
                                       Fund*                         .39%
                                     ------------------------------------------------
                                     One Group(R)
                                       Government Bond
                                       Fund                          .45%
                                     ------------------------------------------------
                                     One Group(R)
                                       Treasury &
                                       Agency Fund                   .20%
                                     ------------------------------------------------
</TABLE>


                        * In March 1999, the Pegasus Funds and One Group
                          Mutual Funds consolidated. The investment advisory
                          fee includes fees paid to First Chicago NBD
                          Investment Management Company, an affiliate of Banc
                          One Investment Advisors, as advisor to the Pegasus
                          Funds.

<PAGE>   192

                                                                              63

                        The High Yield Bond Fund began operations on November
                        13, 1998 and does not have a full fiscal year of
                        advisory fees. Under the investment advisory agreement
                        with the Fund, Banc One Investment Advisors is entitled
                        to a fee, which is calculated daily and paid monthly, of
                        .75% of the average daily net assets of the High Yield
                        Bond Fund.

- --------------------------------------------------------------------------------
THE FUND
   MANAGERS             The Funds are managed by teams of Fund managers,
                        research analysts, and fixed income traders. The team
                        works together to establish general duration and sector
                        strategies for the Funds. Each team member makes
                        recommendations about securities in the Funds. The
                        research analysts and trading personnel provide
                        individual security and sector recommendations, while
                        the portfolio managers select and allocate individual
                        securities in a manner designed to meet the investment
                        objectives of the Fund.

                        Banc One High Yield Partners serves as sub-advisor to
                        the High Yield Bond Fund. Anthony L. Longi, Jr., an
                        officer of Banc One High Yield Partners, is the manager
                        of the Fund. As an officer of Pacholder Associates,
                        Inc., Mr. Longi has served as portfolio manager of the
                        Pacholder Fund, Inc. since 1994 and as a high yield
                        research analyst with Pacholder Associates, Inc. since
                        1987.

- --------------------------------------------------------------------------------
BANC ONE HIGH
   YIELD
   PARTNERS -- PRIOR
   PERFORMANCE OF
   PACHOLDER
   ASSOCIATES, INC.     Banc One High Yield Partners, the Sub-Advisor of the
                        High Yield Bond Fund, was formed as a limited liability
                        company under an agreement between Banc One Investment
                        Advisors and Pacholder Associates, Inc. Under the
                        Agreement, Pacholder is responsible for providing
                        portfolio management services on behalf of Banc One High
                        Yield Partners for the High Yield Bond Fund. Pacholder
                        is also responsible for advising the Pacholder Fund,
                        Inc., a closed-end fund through a limited liability
                        company known as Pacholder & Company, LLC.(1)


                        The following table shows historical performance of the
                        Pacholder Fund, a fund with substantially similar
                        investment objectives, policies, strategies and risks to
                        the High Yield Bond Fund as measured against a specified
                        market index. THE INFORMATION FOR THE PACHOLDER FUND IS
                        PROVIDED TO SHOW THE PAST PERFORMANCE OF PACHOLDER IN
                        MANAGING A SUBSTANTIALLY SIMILAR FUND. THIS INFORMATION
                        DOES NOT REPRESENT THE PERFORMANCE OF THE HIGH YIELD
                        BOND FUND. YOU SHOULD NOT CONSIDER THIS PERFORMANCE DATA
                        AS AN INDICATION OF FUTURE PERFORMANCE OF THE HIGH YIELD
                        BOND FUND OR THE PACHOLDER FUND. THE FIRST COLUMN SHOWS
                        THE PERFORMANCE OF THE HIGH YIELD BOND FUND FOR THE
                        PERIOD FROM NOVEMBER 13, 1998 THROUGH SEPTEMBER 30,
                        1999.


                        With the exception of 1995 and 1998, the expense ratio
                        of the Pacholder Fund has been higher than the projected
                        expense ratio of High Yield Bond Fund. The expense ratio
                        has an impact on the total return that shareholders in
                        the fund would realize. Unlike the High Yield Bond Fund,
                        the Pacholder Fund pays a performance based investment
                        advisory fee. With the exception of investment advisory
                        fees paid in 1991, 1995, and 1998, the Pacholder Fund's
                        investment advisory fees have been higher than the
                        contractual advisory fees of the High Yield Bond Fund.

                        (1) Prior to August 21, 1998, Pacholder was
                            responsible for advising the Pacholder Fund
                            through a partnership known as Pacholder &
                            Company.
<PAGE>   193

64


                        Unlike the High Yield Bond Fund, the Pacholder Fund is a
                        closed-end fund that has issued both common and
                        preferred stock. Holders of preferred stock in the
                        Pacholder Fund are entitled to fixed rate distributions.
                        The first column shows the return of the High Yield Bond
                        Fund. The second column shows the NAV return realized by
                        holders of common shares in the Pacholder Fund after
                        distributions were made to preferred shareholders. The
                        third column shows the NAV return that would have been
                        realized if preferred shares had not been issued. The
                        fourth column compares the performance of the Pacholder
                        Fund to a specified market index.


- --------------------------------------------------------------------------------
HISTORICAL
   PERFORMANCE(1)


<TABLE>
<CAPTION>
                                                                  PACHOLDER FUND
                                                       ------------------------------------
                                                                           TOTAL RETURN
                                                                             ASSUMING
                                                           COMMON          COMMON STOCK
                                                       SHAREHOLDER'S     IS NOT LEVERAGED     CS FIRST BOSTON
                                          HIGH YIELD    RETURN BASED    THROUGH ISSUANCE OF     HIGH YIELD
                                          BOND FUND      ON NAV(2)      PREFERRED STOCK(3)         INDEX
            <S>                           <C>          <C>              <C>                   <C>
            1989 (4)                                           NA                 NA                  NA
            -------------------------------------------------------------------------------------------------
            1990                                           -0.87%             -0.87%(2,5)         -6.38%
            -------------------------------------------------------------------------------------------------
            1991                                           36.71%             36.71%(2,5)         43.75%
            -------------------------------------------------------------------------------------------------
            1992                                           18.78%             19.38%              16.66%
            -------------------------------------------------------------------------------------------------
            1993                                           20.27%             18.40%              18.91%
            -------------------------------------------------------------------------------------------------
            1994                                            0.72%              2.21%              -0.97%
            -------------------------------------------------------------------------------------------------
            1995                                           10.68%             10.41%              17.38%
            -------------------------------------------------------------------------------------------------
            1996                                           20.40%             16.63%              12.42%
            -------------------------------------------------------------------------------------------------
            1997                                           15.44%             12.00%              12.63%
            -------------------------------------------------------------------------------------------------
            1998                                           -3.19%             -0.40%               0.58%
            -------------------------------------------------------------------------------------------------
            1998 (6)                        1.13%
            -------------------------------------------------------------------------------------------------
            1999                            1.06%(7)        0.61%(8)           2.28%(8)            1.17%(8)
            -------------------------------------------------------------------------------------------------
            1 YR Average Annual
              Return (9)                                    4.30%              5.31%               3.95%
            -------------------------------------------------------------------------------------------------
            3 YR Average Annual
              Return (9)                                    6.05%              6.39%               6.17%
            -------------------------------------------------------------------------------------------------
            5 YR Average Annual
              Return (9)                                    8.43%              8.20%               8.62%
            -------------------------------------------------------------------------------------------------
            Average Annual Return since
              1990 (4,9)                                   11.63%             11.21%              11.12%
            -------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Performance information is provided net of Fund
                            expenses. The net investment performance
                            represents total return, assuming reinvestment of
                            all dividends and proceeds from capital
                            transactions.

                        (2) Return to holders of common shares of the
                            Pacholder Fund after distribution of dividends to
                            preferred shareholders. Performance was derived
                            using the method for calculating the total return
                            of a closed-end fund as required by SEC Form N-2.
                            The returns through December 31, 1998 were
                            audited by the Pacholder Fund's independent
                            auditor in conjunction with the audit of the
                            Pacholder Fund. As a closed-end fund, the
                            Pacholder Fund is not required to redeem shares.
                            As a result, it may be fully invested, hold more
                            illiquid securities, and have a greater potential
                            for gain or loss than the High Yield Bond Fund.

                        (3) Adjusts total return to show what shareholders
                            would have received if the Pacholder Fund's
                            common stock was not leveraged through the
                            issuance of preferred stock. Assumes no
                            distribution of dividends to preferred
                            shareholders and that all shareholders in the
                            Pacholder Fund hold common stock.

                        (4) The Pacholder Fund commenced operation on
                            November 23, 1988. However, the Pacholder Fund
                            was not managed with substantially similar
                            investment objectives to the High Yield Bond Fund
                            in 1988 and 1989. Beginning in the first quarter
                            of 1990, the Pacholder Fund was managed with
                            substantially similar investment objectives to
                            the High Yield Bond Fund.

                        (5) No preferred stock was issued prior to April 6,
                            1992.


                        (6) For the period from November 13, 1998 through
                            December 31, 1998. Returns have not been
                            annualized. Class I shares only.



                        (7) For the period from January 1, 1999 through
                            September 30, 1999. Returns have not been
                            annualized. Class I shares only.



                        (8) For the period from January 1, 1999 through
                            September 30, 1999. Returns have not been
                            annualized.



                        (9) Through September 30, 1999.

<PAGE>   194

                                                                              65

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

YEAR 2000
   READINESS
   DISCLOSURE           The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign sub-custodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.



                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.

<PAGE>   195

66
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Ultra Short-Term Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              ------------------------------------------------------
CLASS A                                                        1999        1998        1997        1996       1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>         <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  9.87    $   9.87    $   9.78    $   9.83    $  9.84
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.52        0.56        0.58        0.58       0.52
  Net realized and unrealized gains (losses) from
    investments and futures                                     (0.10)      (0.01)       0.09       (0.06)     (0.06)
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.42        0.55        0.67        0.52       0.46
- ----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.52)      (0.55)      (0.58)      (0.57)     (0.46)
  In excess of net investment income                                -           -           -           -      (0.01)

Total Distributions                                             (0.52)      (0.55)      (0.58)      (0.57)     (0.47)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.77    $   9.87    $   9.87    $   9.78    $  9.83
- ----------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            4.40%       5.75%       7.00%       5.42%      4.84%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $24,300    $ 24,747    $ 29,643    $  3,969    $51,050
  Ratio of expenses to average net assets                       0.57%       0.54%       0.61%       0.70%      0.86%
  Ratio of net investment income to average net assets          5.37%       5.66%       5.78%       5.95%      4.88%
  Ratio of expenses to average net assets*                      1.14%       1.15%       1.17%       1.41%      1.36%
  Ratio of net investment income to average net assets*         4.80%       5.05%       5.22%       5.24%      4.38%
  Portfolio turnover(A)                                        38.70%      41.15%      70.36%      67.65%      2.91%
</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.



<TABLE>
<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              ------------------------------------------------------
CLASS B                                                        1999        1998        1997        1996       1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>         <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  9.81    $   9.81    $   9.76    $   9.84    $  9.86
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.48        0.52        0.54        0.52       0.47
  Net realized and unrealized gains (losses) from
    investments                                                 (0.10)      (0.01)       0.05       (0.07)     (0.04)
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.38        0.51        0.59        0.45       0.43
- ----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.47)      (0.51)      (0.54)      (0.53)     (0.45)

Total Distributions                                             (0.47)      (0.51)      (0.54)      (0.53)     (0.45)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.72    $   9.81    $   9.81    $   9.76    $  9.84
- ----------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            3.99%       5.32%       6.22%       4.63%      4.77%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 6,124    $  4,531    $  2,818    $  1,144    $   160
  Ratio of expenses to average net assets                       1.03%       0.99%       1.07%       1.20%      1.31%
  Ratio of net investment income to average net assets          4.93%       5.23%       5.18%       5.45%      4.91%
  Ratio of expenses to average net assets*                      1.76%       1.75%       1.81%       2.06%      1.96%
  Ratio of net investment income to average net assets*         4.20%       4.47%       4.44%       4.59%      4.26%
  Portfolio turnover(A)                                        38.70%      41.15%      70.36%      67.65%      2.91%
</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.

<PAGE>   196

                                                                              67

                           Ultra Short-Term Bond Fund
- -------------------------------------


<TABLE>
<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------
CLASS I                                                         1999        1998       1997       1996       1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>        <C>        <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   9.87    $   9.87    $  9.79    $  9.84    $  9.85
- ---------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.56        0.59       0.62       0.62       0.55
  Net realized and unrealized gains (losses) from
    investments and futures                                      (0.11)      (0.01)      0.05      (0.07)     (0.05)
- ---------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.45        0.58       0.67       0.55       0.50
- ---------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.55)      (0.58)     (0.59)     (0.60)     (0.48)
  In excess of net investment income                                 -           -          -          -      (0.03)

Total Distributions                                              (0.55)      (0.58)     (0.59)     (0.60)     (0.51)
- ---------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.77    $   9.87    $  9.87    $  9.79    $  9.84
- ---------------------------------------------------------------------------------------------------------------------------
Total Return                                                     4.66%       6.00%      7.14%      5.71%      5.14%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $259,873    $188,133    $114,413   $57,276    $51,050
  Ratio of expenses to average net assets                        0.32%       0.30%      0.35%      0.45%      0.61%
  Ratio of net investment income to average net assets           5.63%       5.92%      6.02%      6.20%      5.18%
  Ratio of expenses to average net assets*                       0.79%       0.81%      0.81%      1.06%      1.01%
  Ratio of net investment income to average net assets*          5.16%       5.41%      5.56%      5.59%      4.78%
  Portfolio turnover(A)                                         38.70%      41.15%     70.36%     67.65%      2.91%
</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.

<PAGE>   197

68
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Short-Term Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                   YEAR ENDED JUNE 30,
                                                                ---------------------------------------------------------
CLASS A                                                          1999         1998         1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 10.50     $  10.46     $  10.41     $ 10.52     $ 10.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.57         0.61         0.61        0.63        0.56
  Net realized and unrealized gains (losses) from
    investments and futures                                       (0.11)        0.04         0.05       (0.13)       0.21
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                   0.46         0.65         0.66        0.50        0.77
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.57)       (0.61)       (0.61)      (0.61)      (0.56)
  In excess of net investment income                                  -            -            -           -       (0.01)

Total Distributions                                               (0.57)       (0.61)       (0.61)      (0.61)      (0.57)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 10.39     $  10.50     $  10.46     $ 10.41     $ 10.52
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                              4.41%        6.32%        6.47%       4.86%       7.67%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $21,450     $ 15,582     $ 20,055     $21,343     $12,516
  Ratio of expenses to average net assets                         0.78%        0.78%        0.76%       0.76%       0.77%
  Ratio of net investment income to average net assets            5.30%        5.77%        5.81%       5.81%       5.57%
  Ratio of expenses to average net assets*                        1.16%        1.17%        1.16%       1.17%       1.20%
  Ratio of net investment income to average net assets*           4.92%        5.38%        5.41%       5.40%       5.14%
  Portfolio turnover(A)                                          37.22%       56.99%       66.61%      75.20%      76.43%
</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.



<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                                ---------------------------------------------------------
CLASS B                                                          1999         1998         1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 10.57     $  10.53     $  10.49     $ 10.60     $ 10.40
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.53         0.58         0.55        0.55        0.53
  Net realized and unrealized gains (losses) from
    investments                                                   (0.11)        0.04         0.04       (0.10)       0.19
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                   0.42         0.62         0.59        0.45        0.72
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.53)       (0.58)       (0.55)      (0.56)      (0.52)

Total Distributions                                               (0.53)       (0.58)       (0.55)      (0.56)      (0.52)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 10.46     $  10.57     $  10.53     $ 10.49     $ 10.60
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                              4.02%        5.98%        5.74%       4.28%       7.18%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $ 5,047     $  4,851     $  4,920     $ 4,923     $ 2,906
  Ratio of expenses to average net assets                         1.14%        1.11%        1.20%       1.26%       1.28%
  Ratio of net investment income to average net assets            4.96%        5.44%        5.21%       5.31%       5.10%
  Ratio of expenses to average net assets*                        1.65%        1.64%        1.81%       1.82%       1.86%
  Ratio of net investment income to average net assets*           4.45%        4.91%        4.60%       4.75%       4.52%
  Portfolio turnover(A)                                          37.22%       56.99%       66.61%      75.20%      76.43%
</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.

<PAGE>   198

                                                                              69

- -------------------------------------
                           Short-Term Bond Fund


<TABLE>
<CAPTION>

                                                                                YEAR ENDED JUNE 30,
                                                              --------------------------------------------------------
CLASS I                                                         1999        1998        1997        1996        1995
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.51    $  10.47    $  10.42    $  10.53    $  10.33
- ------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.59        0.63        0.63        0.64        0.60
  Net realized and unrealized gains (losses) from
    investments                                                  (0.11)       0.04        0.05       (0.11)       0.19
- ------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.48        0.67        0.68        0.53        0.79
- ------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.59)      (0.63)      (0.63)      (0.64)      (0.59)

Total Distributions                                              (0.59)      (0.63)      (0.63)      (0.64)      (0.59)
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  10.40    $  10.51    $  10.47    $  10.42    $  10.53
- ------------------------------------------------------------------------------------------------------------------------------
Total Return                                                     4.67%       6.59%       6.75%       5.13%       7.96%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $804,883    $592,669    $563,979    $604,916    $410,746
  Ratio of expenses to average net assets                        0.53%       0.53%       0.51%       0.51%       0.52%
  Ratio of net investment income to average net assets           5.61%       6.01%       6.06%       6.06%       5.82%
  Ratio of expenses to average net assets*                       0.81%       0.82%       0.81%       0.82%       0.85%
  Ratio of net investment income to average net assets*          5.33%       5.72%       5.76%       5.75%       5.49%
  Portfolio turnover(A)                                         37.22%      56.99%      66.61%      75.20%      76.43%
</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.

<PAGE>   199

70
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Intermediate Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers', whose report, along with the Fund's
financial statements is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                  SIX MONTHS
                                                    ENDED                        YEAR ENDED DECEMBER 31,
                                                   JUNE 30,      --------------------------------------------------------
CLASS A                                            1999(D)        1998        1997        1996        1995         1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>         <C>         <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $  10.61      $ 10.47     $ 10.29     $ 10.37     $  9.21     $  10.41
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                         0.30         0.61        0.62        0.64        0.59         0.56
  Net realized and unrealized gains (losses)
    from investments                                  (0.33)        0.14        0.18       (0.07)       1.16        (1.20)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                       0.03         0.75        0.80        0.57        1.75        (0.64)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                               (0.30)       (0.61)      (0.62)      (0.65)      (0.59)       (0.55)
  Net realized gains                                      -            -           -           -           -        (0.01)

Total Distributions                                   (0.30)       (0.61)      (0.62)      (0.65)      (0.59)       (0.56)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $  10.28      $ 10.61     $ 10.47     $ 10.29     $ 10.37     $   9.21
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                 (0.27%)(A)    7.37%       8.04%       5.65%      19.48%       (6.31%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                $124,940      $88,072     $42,343     $18,324     $11,654     $ 11,983
  Ratio of expenses to average net assets             0.84%(B)     0.91%       0.86%       0.79%       0.73%        0.74%
  Ratio of net investment income to average net
    assets                                            5.87%(B)     5.77%       6.01%       6.17%       5.98%        5.73%
  Ratio of expenses to average net assets*            1.02%(B)     0.91%       0.86%       0.79%       0.73%        0.74%
  Ratio of net investment income to average net
    assets*                                           5.69%(B)     5.77%       6.01%       6.17%       5.98%        5.73%
  Portfolio turnover(C)                               9.24%       50.32%      31.66%      31.62%      36.47%       54.60%
</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) One Group Intermediate Bond Fund merged with the
  Pegasus Intermediate Bond Fund on March 22, 1999. For financial reporting
  purposes, the Pegasus Fund was considered the accounting survivor.
  Therefore, prior to March 22, 1999 all financial statement and performance
  information for One Group Intermediate Bond Fund reflect that of the
  Pegasus Intermediate Bond Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS         YEAR ENDED          SEPTEMBER 23,
                                                                ENDED           DECEMBER 31,            1996 TO
                                                               JUNE 30,      -------------------     DECEMBER 31,
CLASS B                                                        1999(E)        1998        1997          1996(A)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>         <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 10.50       $ 10.38     $ 10.20        $ 10.00
- --------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.27          0.47        0.55           0.15
  Net realized and unrealized gains (losses) from
    investments                                                  (0.32)         0.18        0.17           0.20
- --------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 (0.05)         0.65        0.72           0.35
- --------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.27)        (0.53)      (0.54)         (0.15)

Total Distributions                                              (0.27)        (0.53)      (0.54)         (0.15)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.18       $ 10.50     $ 10.38        $ 10.20
- --------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            (0.46%)(B)     6.44%       7.32%          3.50%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $37,681       $   857     $   385        $   122
  Ratio of expenses to average net assets                        1.50%(C)      1.66%       1.61%          1.60%(B)
  Ratio of net investment income to average net assets           5.15%(C)      5.02%       5.26%          1.52%(B)
  Ratio of expenses to average net assets*                       1.91%(C)      1.66%       1.61%          1.60%(B)
  Ratio of net investment income to average net assets*          4.74%(C)      5.02%       5.26%          1.52%(B)
  Portfolio turnover(D)                                          9.24%        50.32%      31.66%         31.62%
</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) 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)
  One Group Intermediate Bond Fund merged with the Pegasus Intermediate Bond
  Fund on March 22, 1999. For financial reporting purposes, the Pegasus Fund
  was considered the accounting survivor. Therefore, prior to March 22, 1999
  all financial statement and performance information for One Group
  Intermediate Bond Fund reflect that of the Pegasus Intermediate Bond Fund.

<PAGE>   200

                                                                              71

- -------------------------------------
                           Intermediate Bond Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
CLASS C                                                        1999(A)
- -------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.38
- -------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.15
  Net realized and unrealized gains (losses) from
    investments                                                  (0.20)
- -------------------------------------------------------------------------------
Total from Investment Activities                                 (0.05)
- -------------------------------------------------------------------------------
Distributions:
  Net investment income (loss)                                   (0.15)

Total Distributions                                              (0.15)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  10.18
- -------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            (0.51%)(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 16,650
  Ratio of expenses to average net assets                        1.50%(C)
  Ratio of net investment income to average net assets           5.18%(C)
  Ratio of expenses to average net assets*                       2.13%(C)
  Ratio of net investment income to average net assets*          4.55%(C)
  Portfolio turnover(D)                                          9.24%
</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) 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>
                                          SIX MONTHS
                                            ENDED                              YEAR ENDED DECEMBER 31,
                                           JUNE 30,         -------------------------------------------------------------
CLASS I                                    1999(D)            1998         1997         1996         1995         1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>          <C>          <C>          <C>          <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $    10.61        $  10.48     $  10.29     $  10.37     $   9.21     $  10.41
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                         0.32            0.63         0.65         0.64         0.59         0.56
  Net realized and unrealized gains
    (losses) from investments                  (0.33)           0.14         0.18        (0.07)        1.16        (1.20)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities               (0.01)           0.77         0.83         0.57         1.75        (0.64)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                        (0.32)          (0.64)       (0.64)       (0.65)       (0.59)       (0.55)
  Net realized gain                                -               -            -            -            -        (0.01)

Total Distributions                            (0.32)          (0.64)       (0.64)       (0.65)       (0.59)       (0.56)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD            $    10.28        $  10.61     $  10.48     $  10.29     $  10.37     $   9.21
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                  (0.08%)(A)       7.62%        8.37%        5.78%       19.48%       (6.31%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)       $1,385,890        $567,609     $482,679     $395,105     $393,656     $381,036
  Ratio of expenses to average net
    assets                                     0.62%(B)        0.66%        0.61%        0.67%        0.73%        0.74%
  Ratio of net investment income to
    average net assets                         6.27%(B)        6.02%        6.26%        6.29%        5.98%        5.73%
  Ratio of expenses to average net
    assets*                                    0.77%(B)        0.66%        0.61%        0.67%        0.73%        0.74%
  Ratio of net investment income to
    average net assets*                        6.12%(B)        6.02%        6.26%        6.29%        5.98%        5.73%
  Portfolio turnover(C)                        9.24%          50.32%       31.66%       31.62%       36.47%       54.60%
</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 classes of
  shares issued. (D) One Group Intermediate Bond Fund merged with the Pegasus
  Intermediate Bond Fund on March 22, 1999. For financial reporting purposes,
  the Pegasus Fund was considered the accounting survivor. Therefore, prior
  to March 22, 1999 all financial statement and performance information for
  One Group Intermediate Bond Fund reflect that of the Pegasus Intermediate
  Bond Fund.

<PAGE>   201

72
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers', whose report, along with the Fund's
financial statements is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                SIX MONTHS
                                                  ENDED                         YEAR ENDED DECEMBER 31,
                                                 JUNE 30,      ----------------------------------------------------------
CLASS A                                          1999(D)         1998         1997         1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>          <C>           <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD             $  10.78      $  10.59     $   10.27     $ 10.45     $  9.01     $ 10.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.34          0.61          0.63        0.67        0.63        0.61
  Net realized and unrealized gains (losses)
    from investments                                (0.44)         0.21          0.32       (0.18)       1.45       (1.31)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                    (0.10)         0.82          0.95        0.49        2.08       (0.70)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             (0.34)        (0.63)        (0.63)      (0.67)      (0.64)      (0.59)
  From net realized gain                                -             -             -           -           -       (0.02)

Total Distributions                                 (0.34)        (0.63)        (0.63)      (0.67)      (0.64)      (0.61)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                   $  10.34      $  10.78     $   10.59     $ 10.27     $ 10.45     $  9.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)               (0.98%)(A)     7.92%         9.65%       4.98%      23.75%      (6.99%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)              $180,058      $226,261     $ 125,515     $46,977     $31,714     $32,053
  Ratio of expenses to average net assets           0.86%(B)      0.89%         0.86%       0.78%       0.74%       0.74%
  Ratio of net investment income to average
    net assets                                      6.39%(B)      5.85%         6.16%       6.59%       6.39%       6.36%
  Ratio of expenses to average net assets*          0.97%(B)      0.89%         0.86%       0.78%       0.74%       0.74%
  Ratio of net investment income to average
    net assets*                                     6.28%(B)      5.85%         6.16%       6.59%       6.39%       6.36%
  Portfolio turnover(C)                            10.89%        34.69%        17.60%      24.92%      41.91%      75.67%
</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. (D) Upon reorganizing as a fund of One Group, the Pegasus Bond
  Fund became One Group Bond Fund. Financial highlights for periods prior to
  March 22, 1999 represent the Pegasus Bond Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS         YEAR ENDED           AUGUST 24,
                                                                ENDED           DECEMBER 31,           1996 TO
                                                               JUNE 30,      -------------------     DECEMBER 31,
CLASS B                                                        1999(E)        1998        1997         1996(A)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  10.78      $ 10.59     $ 10.27       $ 10.00
- -------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.30         0.47        0.56          0.21
  Net realized and unrealized gains (losses) from
    investments                                                   (0.44)        0.27        0.32          0.27
- -------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  (0.14)        0.74        0.88          0.48
- -------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.30)       (0.55)      (0.56)        (0.21)
  From net realized gain                                                           -           -             -

Total Distributions                                               (0.30)       (0.55)      (0.56)        (0.21)
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  10.34      $ 10.78     $ 10.59       $ 10.27
- -------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             (1.35%)(B)    7.16%       8.91%         4.81%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 13,812      $ 9,074     $ 3,394       $   280
  Ratio of expenses to average net assets                         1.57%(C)     1.64%       1.61%         1.59%(C)
  Ratio of net investment income to average net assets            5.69%(C)     5.10%       5.41%         3.01%(C)
  Ratio of expenses to average net assets*                        1.70%(C)     1.64%       1.61%         1.59%(C)
  Ratio of net investment income to average net assets*           5.56%(C)     5.10%       5.41%         3.01%(C)
  Portfolio turnover(D)                                          10.89%       34.69%      17.60%        24.92%(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.
  (D) Portfolio turnover is calculated on the basis of the Fund as a whole
  without distinguishing among the classes of shares issued. (E) Upon
  reorganizing as a fund of One Group, the Pegasus Bond Fund became One Group
  Bond Fund. Financial highlights for periods prior to March 22, 1999 represent
  the Pegasus Bond Fund.

<PAGE>   202

                                                                              73

- -------------------------------------
                           Bond Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                               JUNE 30,
CLASS C                                                       1999(A)(E)
- --------------------------------------------------------------------------------
<S>                                                           <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  10.59
- --------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.17
  Net realized and unrealized gains (losses) from
    investments                                                   (0.21)
- --------------------------------------------------------------------------------
Total from Investment Activities                                  (0.04)
- --------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.17)

Total Distributions                                               (0.17)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  10.38
- --------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             (0.35%)(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    455
  Ratio of expenses to average net assets                         1.47%(C)
  Ratio of net investment income to average net assets            5.66%(C)
  Ratio of expenses to average net assets*                        1.69%(C)
  Ratio of net investment income to average net assets*           5.44%(C)
  Portfolio turnover(D)                                          10.89%
</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) Upon
  reorganizing as a fund of One Group, the Pegasus Bond Fund became One Group
  Bond Fund. Financial highlights for periods prior to March 22, 1999 represent
  the Pegasus Bond Fund.



<TABLE>
<CAPTION>
                                     SIX MONTHS
                                        ENDED                              YEAR ENDED DECEMBER 31,
                                      JUNE 30,       --------------------------------------------------------------------
CLASS I                                1999(D)          1998            1997          1996          1995          1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>            <C>           <C>           <C>       <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                             $    10.78      $     10.59     $    10.27     $   10.45     $    9.01     $  10.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                    0.35             0.65           0.66          0.68          0.63         0.61
  Net realized and unrealized gains
    (losses) from investments             (0.44)            0.19           0.32         (0.18)         1.45        (1.31)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities          (0.09)            0.84           0.98          0.50          2.08        (0.70)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                   (0.35)           (0.65)         (0.66)        (0.68)        (0.64)       (0.59)
  From net realized gain                      -                -              -             -             -        (0.02)

Total Distributions                       (0.35)           (0.65)         (0.66)        (0.68)        (0.64)       (0.61)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD       $    10.34      $     10.78     $    10.59     $   10.27     $   10.45     $   9.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                             (0.87%)(A)        8.17%          9.97%         5.08%        23.75%       (6.99%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)  $1,330,527      $ 1,277,246     $1,101,894     $ 757,627     $ 485,851     $395,116
  Ratio of expenses to average net
    assets                                0.64%(B)         0.64%          0.61%         0.66%         0.74%        0.74%
  Ratio of net investment income to
    average net assets                    6.65%(B)         6.10%          6.41%         6.71%         6.39%        6.36%
  Ratio of expenses to average net
    assets*                               0.75%(B)         0.64%          0.61%         0.66%         0.74%        0.74%
  Ratio of net investment income to
    average net assets*                   6.54%(B)         6.10%          6.41%         6.71%         6.39%        6.36%
  Portfolio turnover(C)                  10.89%           34.69%         17.60%        24.92%        41.91%       75.67%
</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. (D) Upon reorganizing as a fund of One Group, the Pegasus Bond
  Fund became One Group Bond Fund. Financial highlights for periods prior to
  March 22, 1999 represent the Pegasus Bond Fund.

<PAGE>   203

74
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Income Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers', whose report, along with the Fund's
financial statements is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                              SIX MONTHS                                      FEBRUARY 1,
                                                ENDED          YEAR ENDED DECEMBER 31,          1995 TO       YEAR ENDED
                                               JUNE 30,     ------------------------------    DECEMBER 31,    JANUARY 31,
CLASS A                                        1999(E)       1998       1997        1996        1995(A)          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>        <C>        <C>         <C>             <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $  8.09      $  8.00    $  7.84    $   8.18      $   7.68        $  8.25
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                           0.21         0.44       0.48        0.41          0.44           0.52
  Net realized and unrealized gain (loss)
    from investments                             (0.34)        0.14       0.17       (0.25)         0.72          (0.57)
- ---------------------------------------------------------------------------------------------------------------------------------
Total income from Investment Activities          (0.13)        0.58       0.65        0.16          1.16          (0.05)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                          (0.22)       (0.44)     (0.47)      (0.40)        (0.44)         (0.52)
  Net realized gain                              (0.06)       (0.05)     (0.02)      (0.10)        (0.22)             -

Total Distributions                              (0.28)       (0.49)     (0.49)      (0.50)        (0.66)         (0.52)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                 $  7.68      $  8.09    $  8.00    $   7.84      $   8.18        $  7.68
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)            (1.62%)(B)    7.44%      8.58%       2.75%        15.55%(B)      (0.45%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)            $31,603      $15,785    $ 7,832    $  8,798      $  6,095        $    69
  Ratio of expenses to average net assets        0.87%(C)     0.90%      0.87%       0.84%         0.94%(C)       0.04%
  Ratio of net investment income to average
    net assets                                   5.37%(C)     5.57%      5.83%       5.75%         5.72%(C)       6.70%
  Ratio of expenses to average net assets*       1.16%(C)     0.90%      0.87%       0.90%         1.15%(C)       2.78%
  Ratio of net investment income to average
    net assets*                                  5.08%(C)     5.57%      5.83%       5.69%         5.51%(C)       3.96%
  Portfolio turnover(D)                         20.55%       41.69%     38.70%     103.93%       173.26%         71.65%
</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) Effective February 1, 1995, the Fund changed its fiscal year end from
  January 31 to December 31. (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) One Group
  Income Bond Fund merged with the Pegasus Multi-Sector Bond Fund on March
  22, 1999. For financial reporting purposes, the Pegasus Fund was considered
  the accounting survivor. Therefore, prior to March 22, 1999, all financial
  statement and performance information for One Group Income Bond Fund
  reflect that of the Pegasus Multi-Sector Bond Fund.



<TABLE>
<CAPTION>
                                              SIX MONTHS                                        MAY 31,       FEBRUARY 8,
                                                ENDED          YEAR ENDED DECEMBER 31,          1995 TO         1994 TO
                                               JUNE 30,     ------------------------------    DECEMBER 31,    DECEMBER 2,
CLASS B                                        1999(H)       1998       1997        1996       1995(A)(B)     1994(C)(D)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>        <C>        <C>         <C>             <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $  8.13      $  8.00    $  7.85    $   8.18      $   8.13        $  8.16
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                           0.18         0.39       0.42        0.45          0.24           0.40
  Net realized and unrealized gain (loss)
    from investments                             (0.34)        0.14       0.17       (0.23)         0.27          (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                 (0.16)        0.53       0.59        0.22          0.51          (0.15)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                          (0.20)       (0.35)     (0.42)      (0.45)        (0.24)         (0.40)
  Net realized gain                              (0.06)       (0.05)     (0.02)      (0.10)        (0.22)             -

Total Distributions                              (0.26)       (0.40)     (0.44)      (0.55)        (0.46)         (0.40)
- ---------------------------------------------------------------------------------------------------------------------------------
Conversion to Class A Shares                         -            -          -           -             -          (7.61)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                 $  7.71      $  8.13    $  8.00    $   7.85      $   8.18        $     -
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)            (2.07%)(E)    6.74%      7.75%       2.09%         6.41%(E)      (1.82%)(E)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)            $16,309      $   638    $   533    $    502      $    259        $     -
  Ratio of expenses to average net assets        1.52%(F)     1.65%      1.62%       1.58%         1.60%(F)          -%(F)
  Ratio of net investment income to average
    net assets                                   5.05%(F)     4.80%      5.08%       5.01%         5.00%(F)       6.48%(F)
  Ratio of expenses to average net assets*       2.01%(F)     1.65%      1.62%       1.67%         1.78%(F)       2.58%(F)
  Ratio of net investment income to average
    net assets*                                  4.56%(F)     4.80%      5.08%       4.92%         4.82%(F)       3.90%(F)
  Portfolio turnover(G)                         20.55%       41.69%     38.70%     103.93%       173.26%         71.65%
</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)
  Re-offering date of Class B shares was May 31, 1995. (B) Effective February 1,
  1995 the Fund changed its fiscal year end from January 31, to December 31. (C)
  Period from commencement of operations. (D) On December 2, 1994 the Fund
  terminated its offering of Class B shares and such shares converted to Class A
  shares. (E) Not annualized. (F) Annualized. (G) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued. (H) One Group Income Bond Fund merged with the
  Pegasus Multi-Sector Bond Fund on March 22, 1999. For financial reporting
  purposes, the Pegasus Fund was considered the accounting survivor. Therefore,
  prior to March 22, 1999, all financial statement and performance information
  for One Group Income Bond Fund reflect that of the Pegasus Multi-Sector Bond
  Fund.

<PAGE>   204

                                                                              75

- -------------------------------------
                           Income Bond Fund


<TABLE>
<CAPTION>
                                            SIX MONTHS                                        FEBRUARY 1,
                                              ENDED           YEAR ENDED DECEMBER 31,           1995 TO       YEAR ENDED
                                             JUNE 30,     -------------------------------    DECEMBER 31,     JANUARY 31,
CLASS I                                      1999(E)        1998       1997        1996         1995(A)          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>         <C>        <C>         <C>              <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $    8.10     $   8.01    $  7.85    $   8.18      $   7.68         $  8.25
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                          0.22         0.47       0.50        0.46          0.47            0.52
  Net realized and unrealized gains
    (losses) from investments                   (0.35)        0.14       0.17       (0.24)         0.72           (0.57)
- ---------------------------------------------------------------------------------------------------------------------------------
Total income from Investment Activities         (0.13)        0.61       0.67        0.22          1.19           (0.05)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                         (0.23)       (0.47)     (0.49)      (0.45)        (0.47)          (0.52)
  Net realized gains                            (0.06)       (0.05)     (0.02)      (0.10)        (0.22)              -

Total Distributions                             (0.29)       (0.52)     (0.51)      (0.55)        (0.69)          (0.52)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $    7.68     $   8.10    $  8.01    $   7.85      $   8.18         $  7.68
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                   (1.68%)(B)    7.82%      8.86%       3.14%        15.90%(B)       (0.48%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)         $1,328,702    $385,672    $94,544    $187,112      $191,930         $ 7,101
  Ratio of expenses to average net assets       0.62%(C)     0.65%      0.62%       0.57%         0.55%(C)        0.04%
  Ratio of net investment income to
    average net assets                          5.92%(C)     5.79%      6.08%       6.02%         6.34%(C)        6.70%
  Ratio of expenses to average net assets*      0.76%(C)     0.65%      0.62%       0.66%         0.67%(C)        2.78%
  Ratio of net investment income to
    average net assets*                         5.78%(C)     5.79%      6.08%       5.93%         6.22%(C)        3.96%
  Portfolio turnover(D)                        20.55%       41.69%     38.70%     103.93%       173.26%          71.65%
</TABLE>



* During the period, certain fees were voluntarily reduced. If such voluntary
  fee waiver had not occurred, the ratios would have been as indicated. (A)
  Effective February 1, 1995 the Fund changed its fiscal year end from
  January 31, to December 31. (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) One Group
  Income Bond Fund merged with the Pegasus Multi-Sector Bond Fund on March
  22, 1999. For financial reporting purposes, the Pegasus Fund was considered
  the accounting survivor. Therefore, prior to March 22, 1999, all financial
  statement and performance information for One Group Income Bond Fund
  reflect that of the Pegasus Multi-Sector Bond Fund.

<PAGE>   205

76
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Government Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                  YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------------
CLASS A                                                        1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.11     $   9.69     $   9.56     $   9.81     $   9.35
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.56         0.58         0.60         0.60         0.61
  Net realized and unrealized gains (losses) from
    investments                                                 (0.38)        0.42         0.13        (0.25)        0.45
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.18         1.00         0.73         0.35         1.06
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.56)       (0.58)       (0.60)       (0.60)       (0.59)
  In excess of net investment income                                -            -            -            -        (0.01)

Total Distributions                                             (0.56)       (0.58)       (0.60)       (0.60)       (0.60)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.73     $  10.11     $   9.69     $   9.56     $   9.81
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            1.69%       10.54%        7.83%        3.58%       11.84%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $42,819     $ 31,548     $ 34,727     $ 38,800     $  8,130
  Ratio of expenses to average net assets                       0.87%        0.87%        0.87%        0.93%        0.97%
  Ratio of net investment income to average net assets          5.52%        5.80%        6.20%        6.09%        6.46%
  Ratio of expenses to average net assets*                      1.00%        1.02%        1.03%        1.04%        1.09%
  Ratio of net investment income to average net assets*         5.39%        5.65%        6.04%        5.98%        6.34%
  Portfolio turnover(A)                                        80.86%       91.49%       60.53%       62.70%      106.14%
</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.



<TABLE>
<CAPTION>

                                                                                  YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------------
CLASS B                                                        1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.11     $   9.69     $   9.56     $   9.81     $   9.35
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.49         0.52         0.54         0.54         0.55
  Net realized and unrealized gains (losses) from
    investments                                                 (0.37)        0.42         0.13        (0.25)        0.46
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.12         0.94         0.67         0.29         1.01
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.49)       (0.52)       (0.54)       (0.54)       (0.55)
  In excess of net investment income                            (0.49)           -            -            -            -

Total Distributions                                                          (0.52)       (0.54)       (0.54)       (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.74     $  10.11     $   9.69     $   9.56     $   9.81
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            1.14%        9.86%        7.14%        2.95%       11.20%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $53,384     $ 20,922     $ 11,729     $ 10,782     $  2,513
  Ratio of expenses to average net assets                       1.52%        1.52%        1.52%        1.58%        1.62%
  Ratio of net investment income to average net assets          4.86%        5.14%        5.55%        5.44%        5.76%
  Ratio of expenses to average net assets*                      1.65%        1.67%        1.68%        1.69%        1.74%
  Ratio of net investment income to average net assets*         4.73%        4.99%        5.39%        5.33%        5.64%
  Portfolio turnover(A)                                        80.86%       91.49%       60.53%       62.70%      106.14%
</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.

<PAGE>   206

                                                                              77

- -------------------------------------
                           Government Bond Fund


<TABLE>
<CAPTION>
                                                              MARCH 22,
                                                               1999 TO
                                                              JUNE 30,
CLASS C                                                        1999(A)
- -------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 10.03
- -------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.14
  Net realized and unrealized gains (losses) from
    investments                                                  (0.29)
- -------------------------------------------------------------------------------
Total from Investment Activities                                 (0.15)
- -------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.14)

Total Distributions                                              (0.14)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  9.74
- -------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            (1.54%)(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 1,102
  Ratio of expenses to average net assets                        1.52%(C)
  Ratio of net investment income to average net assets           5.06%(C)
  Ratio of expenses to average net assets*                       1.65%(C)
  Ratio of net investment income to average net assets*          4.93%(C)
  Portfolio turnover(D)                                         80.86%
</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>

                                                                                 YEAR ENDED JUNE 30,
                                                            -------------------------------------------------------------
CLASS I                                                       1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>          <C>          <C>          <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $  10.11     $   9.69     $   9.56     $   9.81     $   9.35
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                         0.58         0.60         0.62         0.62         0.62
  Net realized and unrealized gains (losses) from
    investments                                                (0.38)        0.42         0.13        (0.25)        0.46
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                0.20         1.02         0.75         0.37         1.08
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.58)       (0.60)       (0.62)       (0.62)       (0.61)
  In excess of net investment income                               -            -            -            -        (0.01)

Total Distributions                                            (0.58)       (0.60)       (0.62)       (0.62)       (0.62)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $   9.73     $  10.11     $   9.69     $   9.56     $   9.81
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                   1.94%       10.81%        8.10%        3.81%       12.04%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                         $964,576     $851,517     $724,423     $677,326     $379,826
  Ratio of expenses to average net assets                      0.62%        0.62%        0.62%        0.68%        0.71%
  Ratio of net investment income to average net assets         5.77%        6.05%        6.45%        6.34%        6.65%
  Ratio of expenses to average net assets*                     0.66%        0.67%        0.68%        0.69%        0.73%
  Ratio of net investment income to average net assets*        5.73%        6.00%        6.39%        6.33%        6.63%
  Portfolio turnover(A)                                       80.86%       91.49%       60.53%       62.70%      106.14%
</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.

<PAGE>   207

78
[PHOTO]
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Treasury & Agency Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements are incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                        JANUARY 20,
                                                                   YEAR ENDED              1997
                                                                    JUNE 30,              THROUGH
                                                              ---------------------      JUNE 30,
CLASS A                                                         1999         1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.09     $   9.98       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.54         0.63          0.29
  Net realized and unrealized gains (losses) from
    investments                                                  (0.21)        0.16         (0.02)
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.33         0.79          0.27
- -----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.54)       (0.63)        (0.29)
  Net realized gains                                             (0.07)       (0.05)            -

Total Distributions                                              (0.61)       (0.68)        (0.29)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.81     $  10.09       $  9.98
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             3.30%        8.10%         2.78%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 72,941     $ 35,213       $    94
  Ratio of expenses to average net assets                        0.60%        0.58%         0.71%(C)
  Ratio of net investment income to average net assets           5.30%        5.87%         6.47%(C)
  Ratio of expenses to average net assets*                       1.00%        0.98%         1.15%(C)
  Ratio of net investment income to average net assets*          4.90%        5.47%         6.03%(C)
  Portfolio turnover(D)                                         76.73%       41.60%        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,
                                                                   YEAR ENDED              1997
                                                                    JUNE 30,              THROUGH
                                                              ---------------------      JUNE 30,
CLASS B                                                         1999         1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.08     $   9.99       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.49         0.58          0.26
  Net realized and unrealized gains (losses) from
    investments                                                  (0.20)        0.14         (0.01)
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.29         0.72          0.25
- -----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.49)       (0.58)        (0.26)
  Net realized gains                                             (0.07)       (0.05)            -

Total Distributions                                              (0.56)       (0.63)        (0.26)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.81     $  10.08       $  9.99
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             2.89%        7.33%         2.58%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 69,825     $ 12,483       $    80
  Ratio of expenses to average net assets                        1.10%        1.08%         1.23%(C)
  Ratio of net investment income to average net assets           4.79%        5.39%         6.30%(C)
  Ratio of expenses to average net assets*                       1.64%        1.63%         1.81%(C)
  Ratio of net investment income to average net assets*          4.25%        4.84%         5.72%(C)
  Portfolio turnover(D)                                         76.73%       41.60%        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>   208

                                                                              79

- -------------------------------------
                           Treasury & Agency Fund


<TABLE>
<CAPTION>
                                                                                        JANUARY 20,
                                                                   YEAR ENDED              1997
                                                                    JUNE 30,              THROUGH
                                                              ---------------------      JUNE 30,
CLASS I                                                         1999         1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.09     $   9.99      $   10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.57         0.62           0.28
  Net realized and unrealized gains (losses) from
    investments                                                  (0.21)        0.15          (0.01)
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.36         0.77           0.27
- -----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.57)       (0.62)         (0.28)
  Net realized gains                                             (0.07)       (0.05)             -

Total Distributions                                              (0.64)       (0.67)         (0.28)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.81     $  10.09      $    9.99
- -----------------------------------------------------------------------------------------------------------
Total Return                                                     3.54%        7.91%          2.78%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 79,958     $ 95,073      $ 110,084
  Ratio of expenses to average net assets                        0.36%        0.35%          0.45%(C)
  Ratio of net investment income to average net assets           5.60%        6.16%          6.44%(C)
  Ratio of expenses to average net assets*                       0.65%        0.65%          0.78%(C)
  Ratio of net investment income to average net assets*          5.31%        5.86%          6.11%(C)
  Portfolio turnover(D)                                         76.73%       41.60%         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>   209

80
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           High Yield Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                              NOVEMBER 13,
                                                                1998 TO
                                                                JUNE 30,
CLASS A                                                         1999(A)
- ----------------------------------------------------------------------------------
<S>                                                           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $  10.00
- ----------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                             0.49
  Net realized and unrealized gains (losses) from
    investments                                                    (0.14)
- ----------------------------------------------------------------------------------
Total from Investment Activities                                    0.35
- ----------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.49)

Total Distributions                                                (0.49)
- ----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $   9.86
- ----------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                               3.53%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $ 11,405
  Ratio of expenses to average net assets                          1.13%(C)
  Ratio of net investment income to average net assets             8.46%(C)
  Ratio of expenses to average net assets*                         1.43%(C)
  Ratio of net investment income to average net assets*            8.16%(C)
  Portfolio turnover(D)                                           28.02%
</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>
                                                              NOVEMBER 13,
                                                                1998 TO
                                                                JUNE 30,
CLASS B                                                         1999(A)
- ----------------------------------------------------------------------------------
<S>                                                           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 10.00
- ----------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.45
  Net realized and unrealized gains (losses) from
    investments                                                   (0.12)
- ----------------------------------------------------------------------------------
Total from Investment Activities                                   0.33
- ----------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.45)

Total Distributions                                               (0.45)
- ----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $  9.88
- ----------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                              3.30%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $ 3,748
  Ratio of expenses to average net assets                         1.77%(C)
  Ratio of net investment income to average net assets            7.69%(C)
  Ratio of expenses to average net assets*                        2.06%(C)
  Ratio of net investment income to average net assets*           7.40%(C)
  Portfolio turnover(D)                                          28.02%
</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>   210

                                                                              81

- -------------------------------------
                           High Yield Bond Fund


<TABLE>
<CAPTION>
                                                                MARCH 22,
                                                                 1999 TO
                                                                JUNE 30,
CLASS C                                                          1999(A)
- -----------------------------------------------------------------------------------
<S>                                                           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $  10.14
- -----------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                             0.22
  Net realized and unrealized gains from investments               (0.27)
- -----------------------------------------------------------------------------------
Total from Investment Activities                                   (0.05)
- -----------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.22)

Total Distributions                                                (0.22)
- -----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $   9.87
- -----------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                              (0.56%)(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $      9
  Ratio of expenses to average net assets                          1.76%(C)
  Ratio of net investment income to average net assets             7.84%(C)
  Ratio of expenses to average net assets*                         2.08%(C)
  Ratio of net investment income to average net assets*            7.52%(C)
  Portfolio turnover(D)                                           28.02%
</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>
                                                              NOVEMBER 13,
                                                                 1998 TO
                                                                JUNE 30,
CLASS I                                                          1999(A)
- -----------------------------------------------------------------------------------
<S>                                                           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $  10.00
- -----------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                             0.51
  Net realized and unrealized gains (losses) from
    investments                                                    (0.13)
- -----------------------------------------------------------------------------------
Total from Investment Activities                                    0.38
- -----------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.51)

Total Distributions                                                (0.51)
- -----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $   9.87
- -----------------------------------------------------------------------------------
Total Return                                                       3.80%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $137,433
  Ratio of expenses to average net assets                          0.89%(C)
  Ratio of net investment income to average net assets             8.48%(C)
  Ratio of expenses to average net assets*                         1.18%(C)
  Ratio of net investment income to average net assets*            8.19%(C)
  Portfolio turnover(D)                                           28.02%
</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>   211

82

[GRAPHIC]
ONE GROUP(R)

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

                        Appendix A

- --------------------------------------------------------------------------------
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>
                                             One Group(R) Ultra Short-Term Bond       1
                                     ------------------------------------------------------
                                              One Group(R) Short-Term Bond Fund       2
                                     ------------------------------------------------------
                                            One Group(R) Intermediate Bond Fund       3
                                     ------------------------------------------------------
                                                         One Group(R) Bond Fund       4
                                     ------------------------------------------------------
                                                  One Group(R) Income Bond Fund       5
                                     ------------------------------------------------------
                                              One Group(R) Government Bond Fund       6
                                     ------------------------------------------------------
                                            One Group(R) Treasury & Agency Fund       7
                                     ------------------------------------------------------
                                              One Group(R) High Yield Bond Fund       8
                                     ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND         RISK
                                      INSTRUMENT                                                CODE         TYPE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                     <C>         <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds,         1-8         Market
                                      STRIPS, and CUBES.
                                      ------------------------------------------------------------------------------
                                      Treasury Receipts: TRS, TIGRs, and CATS.                1-8         Market
                                      ------------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities issued    1-8         Market
                                      by agencies and instrumentalities of the U.S.                       Credit
                                      Government. These include Ginnie Mae, Fannie Mae,
                                      and Freddie Mac.
                                      ------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments with    1-5, 8      Market
                                      a stated maturity.                                                  Credit
                                                                                                          Liquidity
                                      ------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a      1-5, 8      Liquidity
                                      bank in exchange for the deposit of funds.                          Credit
                                                                                                          Market
                                      ------------------------------------------------------------------------------
</TABLE>
<PAGE>   212

                                                                              83

<TABLE>
<CAPTION>
                                                                                                FUND         RISK
                                      INSTRUMENT                                                CODE         TYPE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                     <C>         <C>
                                      Repurchase Agreements: The purchase of a security       1-8         Credit
                                      and the simultaneous commitment to return the                       Market
                                      security to the seller at an agreed upon price on an                Liquidity
                                      agreed upon date. This is treated as a loan.
                                      ------------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a            1-8         Market
                                      security and the simultaneous commitment to buy the                 Leverage
                                      security back at an agreed upon price on an agreed
                                      upon date. This is treated as a borrowing by a Fund.
                                      ------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3% of     1-8         Credit
                                      the Fund's total assets. In return the Fund will                    Market
                                      receive cash, other securities, and/or letters of                   Leverage
                                      credit as collateral.
                                      ------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:         1-8         Market
                                      Purchase or contract to purchase securities at a                    Leverage
                                      fixed price for delivery at a future date.                          Liquidity
                                                                                                          Credit
                                      ------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other          1-8         Market
                                      mutual funds, including One Group money market funds
                                      and shares of other money market mutual funds for
                                      which Banc One Investment Advisors serves as
                                      investment advisor or administrator. The Treasury &
                                      Agency Fund and the Government Bond 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        1, 3-5, 8   Market
                                      that convert to common stock.                                       Credit
                                      ------------------------------------------------------------------------------
                                      Call and Put Options: A call option gives the buyer     1-6, 8      Management
                                      the right to buy, and obligates the seller of the                   Liquidity
                                      option to sell, a security at a specified price. A                  Credit
                                      put option gives the buyer the right to sell, and                   Market
                                      obligates the seller of the option to buy, a                        Leverage
                                      security at a specified price. The Funds will sell
                                      only covered call and secured put options.
                                      ------------------------------------------------------------------------------
                                      Futures and Related Options: A contract providing       1-6, 8      Management
                                      for the future sale and purchase of a specified                     Market
                                      amount of a specified security, class of securities,                Credit
                                      or an index at a specified time in the future and at                Liquidity
                                      a specified price.                                                  Leverage
                                      ------------------------------------------------------------------------------
</TABLE>
<PAGE>   213

84

<TABLE>
<CAPTION>
                                                                                                FUND         RISK
                                      INSTRUMENT                                                CODE         TYPE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                     <C>         <C>
                                      Real Estate Investment Trusts ("REITS"): Pooled         2-5, 8      Liquidity
                                      investment vehicles which invest primarily in income                Management
                                      producing real estate or real estate related loans                  Market
                                      or interest.                                                        Regulatory
                                                                                                          Tax
                                                                                                          Pre-payment
                                      ------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time         1-5, 8      Credit
                                      drafts drawn on and accepted by a commercial bank.                  Liquidity
                                      Maturities are generally six months or less.                        Market
                                      ------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term      1-5, 8      Credit
                                      promissory notes issued by corporations and other                   Liquidity
                                      entities. Maturities generally vary from a few days                 Market
                                      to nine months.
                                      ------------------------------------------------------------------------------
                                      Foreign Securities: Stocks issued by foreign            1-5, 8      Market
                                      companies, as well as commercial paper of foreign                   Political
                                      issuers and obligations of foreign banks, overseas                  Liquidity
                                      branches of U.S. banks and supranational entities.                  Foreign
                                      Includes American Depository Receipts.                              Investment
                                      ------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered        1-5, 8      Liquidity
                                      under the Securities Act of 1933, such as privately                 Market
                                      placed commercial paper and Rule 144A securities.
                                      ------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments: Obligations     1-8         Credit
                                      with interest rates which are reset daily, weekly,                  Liquidity
                                      quarterly or some other period and which may be                     Market
                                      payable to the Fund on demand.
                                      ------------------------------------------------------------------------------
                                      Warrants: Securities, typically issued with             5, 8        Market
                                      preferred stock or bonds, that give the holder the                  Credit
                                      right to buy a proportionate amount of common stock
                                      at a specified price.
                                      ------------------------------------------------------------------------------
                                      Preferred Stock: A class of stock that generally        1-5, 8      Market
                                      pays a dividend at a specified rate and has
                                      preference over common stock in the payment of
                                      dividends and in liquidation.
                                      ------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations secured    1-8         Pre-payment
                                      by real estate loans and pools of loans. These                      Market
                                      include collateralized mortgage obligations                         Credit
                                      ("CMOs"), and Real Estate Mortgage Investment                       Regulatory
                                      Conduits ("REMICs").
                                      ------------------------------------------------------------------------------
                                      Corporate Debt Securities: Corporate bonds and          1-5, 8      Market
                                      non-convertible debt securities.                                    Credit
                                      ------------------------------------------------------------------------------
</TABLE>
<PAGE>   214

                                                                              85

<TABLE>
<CAPTION>
                                                                                                FUND         RISK
                                      INSTRUMENT                                                CODE         TYPE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                     <C>         <C>
                                      Demand Features: Securities that are subject to puts    1-5, 8      Market
                                      and standby commitments to purchase the securities                  Liquidity
                                      at a fixed price (usually with accrued interest)                    Management
                                      within a fixed period of time following demand by a
                                      Fund.
                                      ------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by          1-5, 8      Pre-payment
                                      company receivables, home equity loans, truck and                   Market
                                      auto loans, leases, credit card receivables and                     Credit
                                      other securities backed by other types of                           Regulatory
                                      receivables or other assets.
                                      ------------------------------------------------------------------------------
                                      Mortgage Dollar Rolls: A transaction in which a Fund    1-8         Pre-payment
                                      sells securities for delivery in a current month and                Market
                                      simultaneously contracts with the same party to                     Regulatory
                                      repurchase similar but not identical securities on a
                                      specified future date.
                                      ------------------------------------------------------------------------------
                                      Adjustable Rate Mortgage Loans ("ARMS"): Loans in a     1-8         Pre-payment
                                      mortgage pool which provide for a fixed initial                     Market
                                      mortgage interest rate for a specified period of                    Credit
                                      time, after which the rate may be subject to                        Regulatory
                                      periodic adjustments.
                                      ------------------------------------------------------------------------------
                                      Swaps, Caps and Floors: A Fund may enter into these     1-6, 8      Management
                                      transactions to manage its exposure to changing                     Credit
                                      interest rates and other factors. Swaps involve an                  Liquidity
                                      exchange of obligations by two parties. Caps and                    Market
                                      floors entitle a purchaser to a principal 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.
                                      ------------------------------------------------------------------------------
                                      New Financial Products: New options and futures         1-6, 8      Management
                                      contracts and other financial products continue to                  Credit
                                      be developed and the Funds may invest in such                       Market
                                      options, contracts and products.                                    Liquidity
                                      ------------------------------------------------------------------------------
                                      Structured Instruments: Debt securities issued by       1-8         Market
                                      agencies and instrumentalities of the U.S.                          Liquidity
                                      government, banks, municipalities, corporations and                 Management
                                      other businesses whose interest and/or principal                    Credit
                                      payments are indexed to foreign currency exchange                   Foreign
                                      rates, interest rates, or one or more other                         Investment
                                      referenced indices.
                                      ------------------------------------------------------------------------------
</TABLE>
<PAGE>   215

86

<TABLE>
<CAPTION>
                                                                                                FUND         RISK
                                      INSTRUMENT                                                CODE         TYPE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                     <C>         <C>
                                      Municipal Securities: Securities issued by a state      1-5, 8      Market
                                      or political subdivision to obtain funds for various                Credit
                                      public purposes. Municipal securities include                       Political
                                      private activity bonds and industrial development                   Tax
                                      bonds, as well as General Obligation Notes, Tax                     Regulatory
                                      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.
                                      ------------------------------------------------------------------------------
                                      Zero Coupon Debt Securities: Bonds and other debt       1-8         Credit
                                      that pay no interest, but are issued at a discount                  Market
                                      from their value at maturity. When held to maturity,                Zero-Coupon
                                      their entire return equals the difference between
                                      their issue price and their maturity value.
                                      ------------------------------------------------------------------------------
                                      Zero-Fixed-Coupon Debt Securities: Zero coupon debt     1-8         Credit
                                      securities which convert on a specified date to                     Market
                                      interest bearing debt securities.                                   Zero
                                                                                                          Coupon
                                      ------------------------------------------------------------------------------
                                      Stripped Mortgage-Backed Securities: Derivative         1-6, 8      Pre-payment
                                      multi-class mortgage securities usually structured                  Market
                                      with two classes of shares that receive different                   Credit
                                      proportions of the interest and principal from a                    Regulatory
                                      pool of mortgage-backed obligations. These 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            1-6, 8      Market
                                      variable rate debt instruments with interest rates                  Leverage
                                      that reset in the opposite direction from the market                Credit
                                      rate of interest to which the inverse floater is
                                      indexed.
                                      ------------------------------------------------------------------------------
                                      Loan Participations and Assignments: Participations     1-5, 8      Credit
                                      in, or assignments of all or a portion of loans to                  Political
                                      corporations or to governments, including                           Liquidity
                                      governments of the less developed countries                         Foreign
                                      ("LDC's").                                                          Investment
                                                                                                          Market
                                      ------------------------------------------------------------------------------
                                      Fixed Rate Mortgage Loans: Investments in fixed rate    1-8         Credit
                                      mortgage loans or mortgage pools which bear simple                  Pre-payment
                                      interest at fixed annual rates and have short to                    Regulatory
                                      long term final maturities.                                         Market
                                      ------------------------------------------------------------------------------
</TABLE>
<PAGE>   216

                                                                              87

<TABLE>
<CAPTION>
                                                                                                FUND         RISK
                                      INSTRUMENT                                                CODE         TYPE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                     <C>         <C>
                                      Short-Term Funding Agreements: Investments in short-    1-5, 8      Credit
                                      term funding agreements issued by banks and highly                  Liquidity
                                      rated U.S. insurance companies such as Guaranteed                   Market
                                      Investment Contracts ("GIC's") and Bank Investment
                                      Contracts ("BIC's").
                                      ------------------------------------------------------------------------------
                                      Common Stock: Shares of ownership of a company.         8           Market
</TABLE>

- --------------------------------------------------------------------------------
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 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.
<PAGE>   217

88

                        - 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 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
                          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
                          lender has when a borrower defaults on 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.

                        - Zero Coupon Risk. The market prices of securities
                          structured as zero coupon or pay-in-kind securities
                          are generally affected to a greater extent by interest
                          rate changes. These securities tend to be more
                          volatile than securities which pay interest
                          periodically.
<PAGE>   218

                           (Intentionally Left Blank)
<PAGE>   219

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visiting www.onegroup.com, by calling 1
                        800-480-4111 or by writing the Funds at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-122                   [ONE GROUP LOGO]

<PAGE>   220
MUNICIPAL BOND FUNDS

                                   PROSPECTUS
                                November 1, 1999

                                                                [ONE GROUP LOGO]

One Group(R) Short -Term Municipal Bond Fund
One Group(R) Intermediate Tax-Free Bond Fund
One Group(R) Tax-Free Bond Fund
One Group(R) Municipal Income Fund
One Group(R) Arizona Municipal Bond Fund
One Group(R) Kentucky Municipal Bond Fund
One Group(R) Louisiana Municipal Bond Fund
One Group(R) Michigan Municipal Bond Fund
One Group(R) Ohio Municipal Bond Fund
One Group(R) West Virginia Municipal Bond Fund

The Securities and Exchange Commission has not approved or disapproved the
shares of any of the Funds as an investment or determined whether this
prospectus is accurate or complete. Anyone who tells you otherwise is committing
a crime.


<PAGE>   221

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                    One Group Short-Term Municipal Bond Fund  2
                                                              ---------
                   One Group Intermediate Tax-Free Bond Fund  6
                                                              ---------
                                One Group Tax-Free Bond Fund  10
                                                              ---------
                             One Group Municipal Income Fund  14
                                                              ---------
                       One Group Arizona Municipal Bond Fund  18
                                                              ---------
                      One Group Kentucky Municipal Bond Fund  22
                                                              ---------
                     One Group Louisiana Municipal Bond Fund  26
                                                              ---------
                      One Group Michigan Municipal Bond Fund  30
                                                              ---------
                          One Group Ohio Municipal Bond Fund  34
                                                              ---------
                 One Group West Virginia Municipal Bond Fund  38
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  42
                                                              ---------
                                            Investment Risks  45
                                                              ---------
                                         Investment Policies  46
                                                              ---------
                                           Portfolio Quality  47
                                                              ---------
                               Temporary Defensive Positions  48
                                                              ---------
                                          Portfolio Turnover  48
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  49
                                                              ---------
                                               Sales Charges  52
                                                              ---------
                         Sales Charge Reductions and Waivers  55
                                                              ---------
                                      Exchanging Fund Shares  58
                                                              ---------
                                       Redeeming Fund Shares  60
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  62
                                                              ---------
                                           Dividend Policies  62
                                                              ---------
                               Tax Treatment of Shareholders  63
                                                              ---------
                                       Shareholder Inquiries  66
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  68
                                                              ---------
                                           The Fund Managers  69
                                                              ---------
                              Year 2000 Readiness Disclosure  69
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  70
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  90
                                                              ---------
</TABLE>
<PAGE>   222
FUND SUMMARIES
Investments, Risk & Performance
<PAGE>   223

[PHOTO]
ONE GROUP(R)

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

2

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE
                                   Short-Term Municipal Bond Fund

WHAT IS THE GOAL OF THE
  SHORT-TERM MUNICIPAL
  BOND FUND?            The Fund seeks as high a level of current income exempt
                        from Federal income tax as is consistent with relative
                        stability of principal.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF THE SHORT-TERM
  MUNICIPAL BOND FUND?  The Fund invests in a portfolio of municipal securities
                        with an average weighted maturity of three years or
                        less. Banc One Investment Advisors selects securities
                        for the Fund by analyzing both individual securities and
                        different market sectors. Taking a long-term approach,
                        Banc One Investment Advisors looks for individual
                        securities that it believes will perform well over
                        market cycles. The Short-Term Municipal Bond Fund
                        spreads its holdings across various security types
                        within the municipal securities market. Banc One
                        Investment Advisors selects individual securities after
                        performing a risk/reward evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Fund's investment strategies, please read "More
                        About The Funds" and "Principal Investment Strategies."


WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  SHORT-TERM MUNICIPAL
  BOND FUND?            The main risks of investing in the Short-Term Municipal
                        Bond Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Short-Term Municipal Bond Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the Short-Term Municipal Bond
                        Fund.
<PAGE>   224

                                                                               3

- ------------------------------------
                           Short-Term Municipal Bond Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Portfolio Quality. 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.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   225

4

- ------------------------------------
ONE GROUP(R)

- ------------------------------------
                           FUND SUMMARY
                           Short-Term Municipal Bond Fund


HOW HAS THE SHORT-TERM
  MUNICIPAL BOND FUND
  PERFORMED?            This section normally would include a bar chart and an
                        average annual total return table. However, the
                        Short-Term Municipal Bond Fund began operations on May
                        4, 1998 and did not have a full calendar year
                        performance as of the date of this prospectus.

<PAGE>   226

                                                                               5

- ------------------------------------
                           Short-Term Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them to the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     3.00%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE (2)   3.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .60%      .60%      .60%      .60%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .34%      .34%      .34%      .34%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.29%     1.94%     1.94%      .94%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)       (.49%)    (.49%)    (.49%)    (.39%)
   ------------------------------------------------------------------------------------------------
   Net Expense                                          .80%     1.45%     1.45%      .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .80% for Class A shares, 1.45% for Class B
                            shares, 1.45% for Class C shares, and .55% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  379       $   448        $   148        $   248        $   148
                                     -------------------------------------------------------------------------------------
                                     3 Years              650           762            562            562            562
                                     -------------------------------------------------------------------------------------
                                     5 Years              941         1,002          1,002          1,002          1,002
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,768         2,056          2,056          2,225          2,225
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  --------------
                                     <S>               <C>       <C>
                                     1 Year (1)        $   56
                                     -------------------------------------
                                     3 Years              261
                                     -------------------------------------------
                                     5 Years              482
                                     -------------------------------------------------
                                     10 Years           1,119
                                     -------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $427
                                         Class B (no redemption)      $197
                                         Class B (with redemption)    $497
                                         Class C (no redemption)      $197
                                         Class C (with redemption)    $297
                                         Class I                       $96
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   227

6
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Intermediate Tax-Free
                                   Bond Fund

WHAT IS THE GOAL OF THE
  INTERMEDIATE TAX-FREE
  BOND FUND?            The Fund seeks current income exempt from Federal income
                        taxes consistent with prudent investment management and
                        the preservation of capital.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF THE INTERMEDIATE
  TAX-FREE BOND FUND?   The Fund invests primarily in a portfolio of municipal
                        securities with an average weighted maturity of between
                        three and 10 years. Banc One Investment Advisors selects
                        securities for the Fund by analyzing both individual
                        securities and different market sectors. Taking a
                        long-term approach, Banc One Investment Advisors looks
                        for individual securities that it believes will perform
                        well over market cycles. The Intermediate Tax-Free Bond
                        Fund spreads its holdings across various security types
                        within the municipal securities market. Banc One
                        Investment Advisors selects individual securities after
                        performing a risk/reward evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Fund's investment strategies, please read "More
                        About The Funds" and "Principal Investment Strategies."


WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 20% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  INTERMEDIATE TAX-FREE
  BOND FUND?            The main risks of investing in the Intermediate Tax-Free
                        Bond Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Intermediate Tax-Free Bond Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the Intermediate Tax-Free Bond
                        Fund.
<PAGE>   228

                                                                               7

- ------------------------------------
                           Intermediate Tax-Free Bond Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   229

8
ONE GROUP(R)

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

                           FUND SUMMARY
                           Intermediate Tax-Free Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE INTERMEDIATE
  TAX-FREE BOND FUND
  PERFORMED?            By showing the variability of the Intermediate Tax-Free
                        Bond Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        INTERMEDIATE TAX-FREE BOND FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1991                                                                             10.02
1992                                                                              7.53
1993                                                                              9.68
1994                                                                             -3.43
1995                                                                             13.06
1996                                                                              4.39
1997                                                                              8.20
1998                                                                              6.00
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -2.07%.


- -----------------------------------------------------------------------------
Best Quarter:  5.14%  1Q1995        Worst Quarter:  -4.73%  1Q1994
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                                       1 YEAR       5 YEARS           LIFE
                                                        CLASS A                                                 (since 2/18/92)
                                     <S>                                               <C>          <C>        <C>
                                     One Group Intermediate Tax-Free Bond Fund          1.03%        4.18%           5.42%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (1)                                        6.22%        5.79%           6.89%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Fund
                                       Index (2)                                        5.62%        5.13%           6.26%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                       1 YEAR                         LIFE
                                                        CLASS B                                                 (since 1/14/94)
                                     <S>                                               <C>          <C>        <C>
                                     One Group Intermediate Tax-Free Bond Fund          0.08%                        4.13%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (1)                                        6.22%                        5.66%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Fund
                                       Index (2)                                        5.62%                        5.00%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                       1 YEAR       5 YEARS           LIFE
                                                        CLASS I                                                  (since 9/4/90)
                                     <S>                                               <C>          <C>        <C>
                                     One Group Intermediate Tax-Free Bond Fund          6.00%        5.39%           6.95%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (1)                                        6.22%        5.79%           7.62%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Fund
                                       Index (2)                                        5.62%        5.13%           6.96%
</TABLE>



                        (1) The Lehman Brothers 7 Year Municipal Bond Index
                            is an unmanaged index comprised of investment
                            grade municipal bonds with maturities close to
                            seven years. The performance of the index does
                            not reflect the deduction of expenses associated
                            with a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Intermediate Tax-Free Bond Fund reflects the
                            deduction of these services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B
                            shares.


                        (2) The Lipper Intermediate Municipal Bond Fund Index
                            consists of the equally weighted average monthly
                            return of the largest funds within the universe
                            of all funds in this category.
<PAGE>   230

                                                                               9

- ------------------------------------
                           Intermediate Tax-Free Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      4.50%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .60%      .60%      .60%      .60%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .19%      .19%      .19%      .19%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.14%     1.79%     1.79%      .79%
   -------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)        (.29%)    (.29%)    (.29%)    (.19%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                          .85%     1.50%     1.50%      .60%
   -------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .85% for Class A shares, 1.50% for Class B
                            shares, 1.50% for Class C shares, and .60% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  533       $  653         $  153         $  253         $  153
                                     -------------------------------------------------------------------------------------
                                     3 Years              768          835            535            535            535
                                     -------------------------------------------------------------------------------------
                                     5 Years            1,023        1,143            943            943            943
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,749        1,910          1,910          2,081          2,081
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)        $   61
                                     -----------------------------------
                                     3 Years              233
                                     -----------------------------------------
                                     5 Years              420
                                     -----------------------------------------------
                                     10 Years             960
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $561
                                         Class B (no redemption)      $182
                                         Class B (with redemption)    $682
                                         Class C (no redemption)      $182
                                         Class C (with redemption)    $282
                                         Class I                       $81
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   231

10
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Tax-Free Bond Fund

WHAT IS THE GOAL OF THE
  TAX-FREE BOND FUND?   The Fund seeks as high a level of current income exempt
                        from Federal income tax as is consistent with relative
                        stability of principal.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF THE TAX-FREE BOND
  FUND?                 The Fund invests primarily in a portfolio of municipal
                        securities. Banc One Investment Advisors selects
                        securities for the Fund by analyzing both individual
                        securities and different market sectors. Taking a
                        long-term approach, Banc One Investment Advisors looks
                        for individual securities that it believes will perform
                        well over market cycles. The Tax-Free Bond Fund spreads
                        its holdings across various security types within the
                        municipal securities market. Banc One Investment
                        Advisors selects individual securities after performing
                        a risk/reward evaluation of interest rate risk, credit
                        risk, and the complex legal and technical structure of
                        the transaction. For more information about the Fund's
                        investment strategies, please read "More About The
                        Funds" and "Principal Investment Strategies."


WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 20% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  TAX-FREE BOND FUND?   The main risks of investing in the Tax-Free Bond Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Tax-Free Bond Fund will change every day in response to
                        market conditions. You may lose money if you invest in
                        the Tax-Free Bond Fund.
<PAGE>   232

                                                                              11

- ------------------------------------
                           Tax-Free Bond Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Portfolio Quality. 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.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   233

12
ONE GROUP(R)

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

                           FUND SUMMARY
                           Tax-Free Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.

HOW HAS THE TAX-FREE BOND
  FUND PERFORMED?       By showing the variability of the Tax-Free Bond Fund's
                        performance from year to year, the charts below help
                        show the risk of investing in the Fund. PLEASE REMEMBER
                        THAT THE PAST PERFORMANCE OF THE TAX-FREE BOND FUND IS
                        NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year) (1,2) -- CLASS A SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS A SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             10.05
1990                                                                              7.76
1991                                                                             11.85
1992                                                                              9.45
1993                                                                             10.74
1994                                                                             -1.98
1995                                                                             16.89
1996                                                                              3.36
1997                                                                              9.15
1998                                                                              5.71
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -2.63%.


                        (2) Performance data includes performance of the
                            Pegasus Municipal Bond Fund for the period before
                            it was consolidated with the One Group Tax-Free
                            Bond Fund on March 22, 1999.



- --------------------------------------------------------------------------------
                 Best Quarter:  6.71%  1Q1995     Worst Quarter:  -3.74%  1Q1994

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

                 AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998 (4)

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


<TABLE>
<CAPTION>
                                                                       1 YEAR       5 YEARS       10 YEARS           LIFE
                                                CLASS A                                                         (since 3/1/88)
                                     <S>                               <C>          <C>           <C>         <C>
                                     One Group Tax-Free Bond Fund       0.92%        5.47%         7.69%             7.68%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Municipal Bond
                                       Index (1)                        6.48%        6.22%         8.22%             8.25%
                                     --------------------------------------------------------------------------------------------
                                     Lipper General Municipal Bond
                                       Index (3)                        5.64%        5.70%         7.75%             7.99%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                       1 YEAR                                        LIFE
                                                CLASS B                                                         (since 2/8/94)
                                     <S>                               <C>          <C>           <C>         <C>
                                     One Group Tax-Free Bond Fund      -0.03%                                        5.83%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Municipal Bond
                                       Index (1)                        6.48%                                        8.10%
                                     --------------------------------------------------------------------------------------------
                                     Lipper General Municipal Bond
                                       Index (3)                        5.64%                                        7.66%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                       1 YEAR       5 YEARS       10 YEARS           LIFE
                                              CLASS I (2)                                                       (since 3/1/88)
                                     <S>                               <C>          <C>           <C>         <C>
                                     One Group Tax-Free Bond Fund       5.98%        6.73%         8.47%             8.41%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Municipal Bond
                                       Index (1)                        6.48%        6.22%         8.22%             8.25%
                                     --------------------------------------------------------------------------------------------
                                     Lipper General Municipal Bond
                                       Index (3)                        5.64%        5.70%         7.75%             7.99%
</TABLE>



                        (1) The Lehman Brothers Municipal Bond Index is an
                            unmanaged index generally representative of the
                            municipal bond market as a whole. The performance
                            of the index does not reflect the deduction of
                            expenses associated with a mutual fund, such as
                            management fees. By contrast, the performance of
                            the One Group Tax-Free Bond Fund reflects the
                            deduction of these services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B
                            shares.



                        (2) For periods prior to February 1, 1995, the
                            performance of Class I Shares is based on Class A
                            Share performance adjusted to reflect the absence
                            of sales charges.


                        (3) The Lipper General Municipal Bond Index consists
                            of funds that invest at least 65% of their assets
                            in municipal debt issues in the top four credit
                            ratings.


                        (4) Performance data includes the performance of the
                            Pegasus Municipal Bond Fund for the period before
                            it was consolidated with the One Group Tax-Free
                            Bond Fund on March 22, 1999.

<PAGE>   234

                                                                              13

- ------------------------------------
                           Tax-Free Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
redeemed all of your shares or
if you hold them. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      4.50%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .45%      .45%      .45%      .45%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .24%      .24%      .24%      .24%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.04%     1.69%     1.69%      .69%
   -------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)        (.17%)    (.17%)    (.17%)    (.07%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                          .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .87% for Class A shares, 1.52% for Class B
                            shares, 1.52% for Class C shares, and .62% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  535       $  655         $  155         $  255         $  155
                                     -------------------------------------------------------------------------------------
                                     3 Years              750          816            516            516            516
                                     -------------------------------------------------------------------------------------
                                     5 Years              982        1,102            902            902            902
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,649        1,811          1,811          1,984          1,984
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)         $ 63
                                     -----------------------------------
                                     3 Years             214
                                     -----------------------------------------
                                     5 Years             377
                                     -----------------------------------------------
                                     10 Years            852
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $551
                                         Class B (no redemption)      $172
                                         Class B (with redemption)    $672
                                         Class C (no redemption)      $172
                                         Class C (with redemption)    $272
                                         Class I                       $70
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   235

14
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Municipal Income Fund

WHAT IS THE GOAL OF THE
MUNICIPAL INCOME FUND?  The Fund seeks current income exempt from Federal income
                        taxes.


WHAT ARE THE MAIN
INVESTMENT STRATEGIES OF
THE MUNICIPAL INCOME
FUND?                   The Fund invests in a portfolio of municipal securities,
                        including mortgage-backed securities. While current
                        income is the Fund's primary focus, it seeks to produce
                        income in a manner consistent with the preservation of
                        principal. The Fund's average weighted maturity will
                        normally range between five and 15 years. From time to
                        time, a significant portion of the Funds total assets
                        may be invested in municipal housing authority
                        obligations. Banc One Investment Advisors selects
                        securities for the Fund by analyzing both individual
                        securities and different market sectors. Taking a
                        long-term approach to time the market, Banc One
                        Investment Advisors looks for individual securities that
                        it believes will perform well over market cycles. The
                        Municipal Income Fund spreads its holdings across
                        various security types within the municipal securities
                        market. Banc One Investment Advisors selects individual
                        securities after performing a risk/reward evaluation of
                        interest rate risk, credit risk, and the complex legal
                        and technical structure of the transaction. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE MUNICIPAL
SECURITIES?             Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
INVESTMENT BE TAXED?    Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
MUNICIPAL INCOME FUND?  The main risks of investing in the Municipal Income Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Municipal Income Fund will change every day in response
                        to market conditions. You may lose money if you invest
                        in the Municipal Income Fund.
<PAGE>   236

                                                                              15

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

                           Municipal Income Fund

                MAIN RISKS
- --------------------------

                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. The securities 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. Your investment will
                        decline in value if the value of a Fund's investments
                        decrease. Securities with greater interest rate
                        sensitivity and longer maturities tend to produce higher
                        yields, but are subject to greater fluctuations in
                        value. Usually, changes in the value of fixed income
                        securities will not affect cash income generated, but
                        may affect the value of your investment.


                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Municipal Income Fund may invest in
                        mortgage-backed securities. The issuers of these and
                        other callable securities may be able to repay principal
                        in advance, especially when interest rates fall. Changes
                        in pre-payment rates can make the price and yield of
                        mortgage-backed securities volatile. When mortgages are
                        prepaid or when securities are called, the Fund may have
                        to reinvest in securities with a lower yield. The Fund
                        also may fail to recover premiums paid for the
                        securities, resulting in an unexpected capital loss.


                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.


   HOW HAS THE MUNICIPAL
 INCOME FUND PERFORMED? By showing the variability of the Municipal Income
                        Fund's performance from year to year, the charts below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE MUNICIPAL
                        INCOME FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.
<PAGE>   237

16

                           FUND SUMMARY
                           Municipal Income Fund
ONE GROUP(R)

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


The Bar Chart shows changes in
the Fund's performance from
year to year. Total returns
assume reinvestment of
dividends and distributions.
The returns shown DO NOT
reflect applicable sales
charges. If these charges were
included, the returns would be
lower than those shown.

The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1994                                                                              -1.6
1995                                                                             12.01
1996                                                                              4.58
1997                                                                              8.58
1998                                                                              6.14
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.68%.

- --------------------------------------------------------------------------------
                 Best Quarter:  4.74%  1Q1995     Worst Quarter:  -1.91%  1Q1994
- --------------------------------------------------------------------------------

                 AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                1 YEAR       5 YEARS          LIFE
                                             CLASS A                                     (since 2/9/93)
                                     <S>                        <C>          <C>        <C>
                                     One Group Municipal
                                       Income Fund               1.09%        4.63%          4.89%
                                     -------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond
                                       Index (1)                 6.22%        5.79%          5.93%
                                     -------------------------------------------------------------------
                                     Lipper Intermediate
                                       Municipal Bond Funds
                                       Index (2)                 5.62%        5.13%          5.34%
                                     -------------------------------------------------------------------
                                     Lehman Brothers Housing
                                       Bond Index (3)            5.57%        6.21%          6.52%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR                        LIFE
                                             CLASS B                                    (since 1/14/94)
                                     <S>                        <C>          <C>        <C>
                                     One Group Municipal
                                       Income Fund               5.22%                       4.94%
                                     -------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond
                                       Index (1)                 6.22%                       5.66%
                                     -------------------------------------------------------------------
                                     Lipper Intermediate
                                       Municipal Bond Funds
                                       Index (2)                 5.62%                       5.00%
                                     -------------------------------------------------------------------
                                     Lehman Brothers Housing
                                       Bond Index (3)            5.57%                       6.32%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR                        LIFE
                                             CLASS C                                    (since 11/4/97)
                                     <S>                        <C>          <C>        <C>
                                     One Group Municipal
                                       Income Fund               4.26%                       9.78%
                                     -------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond
                                       Index (1)                 6.22%                       6.93%
                                     -------------------------------------------------------------------
                                     Lipper Intermediate
                                       Municipal Bond Funds
                                       Index (2)                 5.62%                       6.44%
                                     -------------------------------------------------------------------
                                     Lehman Brothers Housing
                                       Bond Index (3)            5.57%                       6.02%
</TABLE>



<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------
                                                                1 YEAR       5 YEARS          LIFE
                                             CLASS I                                     (since 2/9/93)
                                     <S>                        <C>          <C>        <C>
                                     One Group Municipal
                                       Income Fund               6.14%        5.84%          5.97%
                                     -------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond
                                       Index (1)                 6.22%        5.79%          5.93%
                                     -------------------------------------------------------------------
                                     Lipper Intermediate
                                       Municipal Bond Funds
                                       Index (2)                 5.62%        5.13%          5.34%
                                     -------------------------------------------------------------------
                                     Lehman Brothers Housing
                                       Bond Index (3)            5.57%        6.21%          6.52%
</TABLE>



                        (1) The Lehman Brothers 7 Year Municipal Bond Index
                            an unmanaged index comprised of investment grade
                            municipal bonds with maturities close to seven
                            years. The performance of the index does not
                            reflect the deduction of expenses associated with
                            a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Municipal Income Fund reflects the deduction of
                            these value-added services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B and
                            Class C shares. The benchmark index for the One
                            Group Municipal Income Fund has changed from the
                            Lehman Brothers Housing Bond Index to the Lehman
                            Brothers 7 Year Municipal Bond Index in order to
                            better represent the investment policies for
                            comparison purposes.

                        (2) 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.

                        (3) The Lehman Brothers Housing Bond Index is
                            comprised of municipal housing bonds.

<PAGE>   238

                                                                              17

- ------------------------------------
                           Municipal Income Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                       4.50%     NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE     NONE      NONE      NONE
                                     Exchange Fee                                       NONE     NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .45%     .45%      .45%      .45%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .35%    1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                         .22%     .22%      .22%      .22%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.02%    1.67%     1.67%      .67%
   -------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)         (.15%)   (.15%)    (.15%)    (.05%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                           .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .87% for Class A shares, 1.52% for Class B
                            shares, 1.52% for Class C shares, and .62% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  535       $  655         $  155         $  255         $  155
                                     -------------------------------------------------------------------------------------
                                     3 Years              746          812            512            512            512
                                     -------------------------------------------------------------------------------------
                                     5 Years              974        1,093            893            893            893
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,629        1,791          1,791          1,964          1,964
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  --------------
                                     <S>               <C>       <C>
                                     1 Year (1)         $ 63
                                     -------------------------------------
                                     3 Years             209
                                     -------------------------------------------
                                     5 Years             368
                                     -------------------------------------------------
                                     10 Years            830
                                     -------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $549
                                         Class B (no redemption)      $170
                                         Class B (with redemption)    $670
                                         Class C (no redemption)      $170
                                         Class C (with redemption)    $270
                                         Class I                       $68
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   239

18
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Arizona Municipal
                                   Bond Fund

WHAT IS THE GOAL OF THE
ARIZONA MUNICIPAL BOND
FUND?                   The Fund seeks current income exempt from Federal income
                        tax and Arizona personal income tax, consistent with the
                        preservation of principal.


WHAT ARE THE MAIN
INVESTMENT STRATEGIES OF
THE ARIZONA MUNICIPAL
BOND FUND?              The Fund invests in municipal securities issued by or on
                        behalf of the state of Arizona and its respective
                        authorities, political subdivisions, agencies and
                        instrumentalities. The interest paid on Arizona
                        municipal securities is exempt from Federal income tax
                        and Arizona personal income tax. A portion of the Fund's
                        total assets also may be invested in municipal
                        securities issued by other states and territories. The
                        Fund's average weighted maturity normally will range
                        between five and 20 years. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors.
                        Taking a long-term approach, Banc One Investment
                        Advisors looks for individual securities that it
                        believes will perform well over market cycles. The
                        Arizona Municipal Bond Fund spreads its holdings across
                        various security types within the municipal securities
                        market. Banc One Investment Advisors selects individual
                        securities after performing a risk/reward evaluation of
                        interest rate risk, credit risk, and the complex legal
                        and technical structure of the transaction. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE MUNICIPAL
SECURITIES?             Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
INVESTMENT BE TAXED?    Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
ARIZONA
MUNICIPAL BOND FUND?    The main risks of investing in the Arizona Municipal
                        Bond Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Arizona Municipal Bond Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the Arizona Municipal Bond Fund.
            MAIN RISKS
- --------------------------------
                        Non-Diversification. The Arizona Municipal Bond Fund is
                        "non-diversified". This means that the Fund may invest a
                        more significant portion of its assets in the securities
                        of a single issuer than can a "diversified" fund.
                        Non-diversification increases the risk of loss to the
                        Fund if an issuer fails to make interest or principal
                        payments or if the market value of a security declines.

                        Geographic Concentration. Because the Arizona Municipal
                        Bond Fund is not diversified and because it concentrates
                        its investments in the securities of issuers in Arizona,
                        certain factors including economic conditions,
                        constitutional amendments, legislative and executive
                        measures, and voter initiatives may have a
                        disproportionately negative effect on the Fund's
                        investments. For example, 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.
<PAGE>   240

                                                                              19

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

                           Arizona Municipal Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE ARIZONA
MUNICIPAL BOND FUND
PERFORMED?              By showing the variability of the Arizona Municipal Bond
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE ARIZONA
                        MUNICIPAL BOND FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                              9.50
1990                                                                              6.47
1991                                                                             10.37
1992                                                                              7.65
1993                                                                              9.97
1994                                                                             -2.38
1995                                                                             11.96
1996                                                                              4.05
1997                                                                              7.33
1998                                                                              5.55
</TABLE>


                        (1.) For the period from January 1, 1999 through
                             September 30, 1999, the Fund's total return was
                             -1.99%. The Arizona Municipal Bond Fund
                             commenced operations on January 20, 1997
                             subsequent to the transfer of assets from a
                             common trust fund with materially equivalent
                             investment objectives, policies, guidelines and
                             restrictions as the Fund. The quoted performance
                             of the Fund includes the performance of the
                             common trust fund for period prior to the Fund's
                             commencement of operations as adjusted to
                             reflect the expenses associated with the Fund.
                             The common trust fund was not registered with
                             the SEC and was not subject to the investment
                             restrictions, limitations and diversification
                             requirements imposed by law on registered mutual
                             funds. If the common trust fund had been
                             registered, its return may have been lower.

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

Best Quarter:  4.65%  4Q1990       Worst Quarter:  -3.51%  1Q1994

- --------------------------------------------------------------------------------
<PAGE>   241

20

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

                           FUND SUMMARY
                           Arizona Municipal Bond Fund
ONE GROUP(R)
- ------------------------------------
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (2)

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


<TABLE>
<CAPTION>
                                                                       1 YEAR       5 YEARS       10 YEARS           LIFE
                                                CLASS A                                                        (since 11/30/79)
                                     <S>                               <C>          <C>           <C>         <C>
                                     One Group Arizona Municipal
                                       Bond Fund                        0.63%        3.68%         6.07%             6.74%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brother 7 Year
                                       Municipal Bond Index (1)         6.22%        5.79%             *                 *
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal
                                       Bond Funds Index (3)             5.62%        5.13%         6.91%                 *
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                CLASS B                1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                                               (since 11/30/79)
                                     <S>                               <C>          <C>           <C>         <C>
                                     One Group Arizona Municipal
                                       Bond Fund                       -1.02%        2.98%         5.56%             6.14%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond Index (1)         6.22%        5.79%             *                 *
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal
                                       Bond Funds Index (3)             5.62%        5.13%         6.91%                 *
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                       1 YEAR       5 YEARS       10 YEARS           LIFE
                                                CLASS I                                                        (since 11/30/79)
                                     <S>                               <C>          <C>           <C>         <C>
                                     One Group Arizona Municipal
                                       Bond Fund                        5.55%        5.20%         6.98%             7.34%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond Index (1)         6.22%        5.79%             *                 *
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal
                                       Bond Funds Index (3)             5.62%        5.13%         6.91%                 *
</TABLE>



                        (1) The Lehman Brothers Municipal Bond Index is an
                            unmanaged index generally representative of the
                            municipal bond market as a whole. The performance
                            of the index does not reflect the deduction of
                            expenses associated with a mutual fund, such as
                            management fees. By contrast, the performance of
                            the One Group Arizona Municipal Bond Fund
                            reflects the deduction of these services as well
                            as the deduction of sales charges on Class A
                            shares and contingent deferred sales charges on
                            Class B shares.



                        (2) The Arizona Municipal Bond Fund commenced
                            operations on January 20, 1997 subsequent to the
                            transfer of assets from a common trust fund with
                            materially equivalent investment objectives,
                            policies, guidelines and restrictions as the
                            Fund. The quoted performance of the Fund includes
                            the performance of the common trust fund for
                            period prior to the Fund's commencement of
                            operations as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations and diversification restrictions
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


                        (3) 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.


                        * Index did not exist.

<PAGE>   242

                                                                              21

- ------------------------------------
                           Arizona Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them to the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------
   (fees paid directly from your investment) (1)  CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------
   <S>                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                     4.50%      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of offering price) (1)
   Maximum Deferred Sales Charge (Load)           NONE (2)   5.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                   NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
   Exchange Fee                                     NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (expenses that are deducted from fund assets) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .45%      .45%      .45%      .45%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .27%      .27%      .27%      .27%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.07%     1.72%     1.72%      .72%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)       (.17%)    (.17%)    (.17%)    (.07%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .90%     1.55%     1.55%      .65%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .90% for Class A shares, 1.55% for Class B
                            shares, 1.55% for Class C shares, and .65% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)            $  538       $   658        $   158        $  258         $  158      $   66
   --------------------------------------------------------------------------------------------------------
   3 Years                  759           825            525           525            525         223
   --------------------------------------------------------------------------------------------------------
   5 Years                  998         1,117            917           917            917         394
   --------------------------------------------------------------------------------------------------------
   10 Years               1,682         1,844          1,844         2,016          2,016         888
   --------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $554
                                         Class B (no redemption)      $175
                                         Class B (with redemption)    $675
                                         Class C (no redemption)      $175
                                         Class C (with redemption)    $275
                                         Class I                       $74
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   243

22
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Kentucky Municipal
                                   Bond Fund

WHAT IS THE GOAL OF THE
KENTUCKY MUNICIPAL BOND
FUND?                   The Fund seeks current income exempt from Federal income
                        tax and Kentucky personal income tax, consistent with
                        the preservation of principal.


WHAT ARE THE MAIN
INVESTMENT STRATEGIES OF
THE KENTUCKY MUNICIPAL
BOND FUND?              The Fund invests in municipal securities issued by or on
                        behalf of the state of Kentucky and its respective
                        authorities, political subdivisions, agencies and
                        instrumentalities. The interest paid on Kentucky
                        municipal securities is exempt from Federal income tax
                        and Kentucky personal income tax. The Fund also invests
                        in municipal securities issued by other states and
                        territories. The Fund's average weighted maturity
                        normally will range between five and 20 years. Banc One
                        Investment Advisors selects securities for the Fund by
                        analyzing both individual securities and different
                        market sectors. Taking a long-term approach, Banc One
                        Investment Advisors looks for individual securities that
                        it believes will perform well over market cycles. The
                        Kentucky Municipal Bond Fund spreads its holdings across
                        various security types within the municipal securities
                        market. Banc One Investment Advisors selects individual
                        securities after performing a risk/reward evaluation of
                        interest rate risk, credit risk, and the complex legal
                        and technical structure of the transaction. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE MUNICIPAL
SECURITIES?             Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
INVESTMENT BE TAXED?    Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.



WHAT ARE THE MAIN RISKS
OF INVESTING IN THE
KENTUCKY MUNICIPAL BOND
FUND?                   The main risks of investing in the Kentucky Municipal
                        Bond Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Kentucky Municipal Bond Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the Kentucky Municipal Bond Fund.
<PAGE>   244

                                                                              23

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

                           Kentucky Municipal Bond Fund

                MAIN RISKS
- --------------------------
                        Non-Diversification. The Kentucky Municipal Bond Fund is
                        "non-diversified". This means that the Fund may invest a
                        more significant portion of its assets in the securities
                        of a single issuer than can a "diversified" fund.
                        Non-diversification increases the risk of loss to the
                        Fund if an issuer fails to make interest or principal
                        payments or if the market value of a security declines.


                        Geographic Concentration. Because the Kentucky Municipal
                        Bond Fund is not diversified and because it concentrates
                        its investments in the securities of issuers in
                        Kentucky, certain factors including economic conditions,
                        constitutional amendments, legislative and executive
                        measures, and voter initiatives may have a
                        disproportionately negative effect on the Fund's
                        investments. For example, as of June 30, 1999, Kentucky
                        had an unemployment rate of 4.6%, slightly higher than
                        the national average. In addition, 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.


                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   245

24

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

                           FUND SUMMARY
                           Kentucky Municipal Bond Fund
ONE GROUP(R)

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

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total
Return Table shows how the
Fund's average annual returns
for the periods indicated
compare to those of a broad
measure of market performance.
Average annual total returns
for more than one year tend to
smooth out variations in a
Fund's total return and are
not the same as actual
year-by-year results. The
average annual returns shown
on the Average Annual Total
Return Table DO include
applicable sales charges.


HOW HAS THE KENTUCKY
MUNICIPAL BOND FUND
PERFORMED?              By showing the variability of the Kentucky Municipal
                        Bond Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        KENTUCKY MUNICIPAL BOND FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1994                                                                             -5.66
1995                                                                             15.32
1996                                                                              4.18
1997                                                                               7.5
1998                                                                              5.52
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.38%.



                        (2) Performance data includes the performance of the
                            Trademark Kentucky Municipal Bond Fund for the
                            period before it was consolidated with the One
                            Group Kentucky Municipal Bond Fund on January 20,
                            1995.

- -----------------------------------------------------------------------------
       Best Quarter:  6.16%  1Q1995        Worst Quarter:  -4.62  1Q1994
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (4)

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


<TABLE>
<CAPTION>
                                                                  1 YEAR       5 YEARS           LIFE
                                            CLASS A(1)                                     (since 3/12/93)
                                     <S>                          <C>          <C>        <C>
                                     One Group Kentucky
                                       Municipal Bond Fund         0.55%        3.93%           4.55%
                                     -----------------------------------------------------------------------
                                     Lehman Brother 7 Year
                                       Municipal Bond
                                       Index (2)                   6.22%        5.79%           6.26%
                                     -----------------------------------------------------------------------
                                     Lipper Intermediate
                                       Municipal Bond Funds
                                       Index (3)                   5.62%        5.13%           5.64%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                     1 YEAR                          LIFE
                                     CLASS B                                                                   (since 3/16/95)
                                     <S>                                             <C>          <C>        <C>
                                     One Group Kentucky Municipal Bond Fund          -0.37%                         5.29%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (2)                                      6.22%                         7.13%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (3)                                      5.62%                         6.54%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                     1 YEAR       5 YEARS            LIFE
                                     CLASS I                                                                   (since 3/12/93)
                                     <S>                                             <C>          <C>        <C>
                                     One Group Kentucky Municipal Bond Fund           5.52%        5.15%            5.60%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (2)                                      6.22%        5.79%            6.26%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (3)                                      5.62%        5.13%            5.64%
</TABLE>



                        (1) For periods prior to January 20, 1995, the
                            performance for Class A shares is based on Class
                            I performance adjusted to reflect applicable
                            sales loads.



                        (2) The Lehman Brothers 7 Year Municipal Bond Index
                            is an unmanaged index comprised of investment
                            grade municipal bonds with maturities close to
                            seven years. The performance of the index does
                            not reflect the deduction of expenses associated
                            with a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Kentucky Municipal Bond Fund reflects the
                            deduction of these services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B
                            shares.


                        (3) The Lipper Intermediate Municipal Bond Fund Index
                            consists of the equally weighted average monthly
                            return of the largest funds within the universe
                            of all funds in the category.


                        (4) Performance data includes the performance of the
                            Trademark Kentucky Municipal Bond Fund for the
                            period before it was consolidated with the One
                            Group Kentucky Municipal Bond Fund on January 20,
                            1995.

<PAGE>   246

                                                                              25

- ------------------------------------
                           Kentucky Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them to the end of the
period shown. The examples also
assume that your investment has
a 5% return each year and that
the fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
                                     --------------------------------------------------------------------------------------------
                                     <S>                                            <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                     4.50%      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)           NONE (2)   5.00%     1.00%      NONE
                                     --------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                   NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
                                     Exchange Fee                                     NONE      NONE      NONE      NONE
                                     --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .45%      .45%      .45%      .45%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .27%      .27%      .27%      .27%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.07%     1.72%     1.72%      .72%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)       (.17%)    (.17%)    (.17%)    (.07%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .90%     1.55%     1.55%      .65%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .90% for Class A shares, 1.55% for Class B
                            shares, 1.55% for Class C, and .65% for Class I
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  538       $   658        $  158         $  258         $  158
                                     -------------------------------------------------------------------------------------
                                     3 Years              759           825           525            525            525
                                     -------------------------------------------------------------------------------------
                                     5 Years              998         1,117           917            917            917
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,682         1,844         1,844          2,016          2,016
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)         $ 66
                                     -----------------------------------
                                     3 Years             223
                                     -----------------------------------------
                                     5 Years             394
                                     -----------------------------------------------
                                     10 Years            888
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $554
                                         Class B (no redemption)      $175
                                         Class B (with redemption)    $675
                                         Class C (no redemption)      $175
                                         Class C (with redemption)    $275
                                         Class I                       $74
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   247

26
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Louisiana Municipal
                                   Bond Fund

WHAT IS THE GOAL OF THE
  LOUISIANA MUNICIPAL
  BOND FUND?            The Fund seeks current income exempt from Federal income
                        tax and Louisiana personal income tax, consistent with
                        the preservation of principal.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF THE LOUISIANA
  MUNICIPAL BOND FUND?  The Fund invests in municipal securities issued by or on
                        behalf of the state of Louisiana and its respective
                        authorities, political subdivisions, agencies and
                        instrumentalities. The interest paid on Louisiana
                        municipal securities is exempt from Federal income tax
                        and Louisiana personal income tax. A portion of the
                        Fund's total assets also may be invested in municipal
                        securities issued by other states and territories. The
                        Fund's average weighted maturity normally will range
                        between five and 20 years. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors.
                        Taking a long-term approach, Banc One Investment
                        Advisors looks for individual securities that it
                        believes will perform well over market cycles. The
                        Louisiana Municipal Bond Fund spreads its holdings
                        across various security types within the municipal
                        securities market. Banc One Investment Advisors selects
                        individual securities after performing a risk/reward
                        evaluation of interest rate risk, credit risk, and the
                        complex legal and technical structure of the
                        transaction. For more information about the Fund's
                        investment strategies, please read "More About The
                        Funds" and "Principal Investment Strategies."


WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.



WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  LOUISIANA MUNICIPAL
  BOND FUND?            The main risks of investing in the Louisiana Municipal
                        Bond Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Louisiana Municipal Bond Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the Louisiana Municipal Bond
                        Fund.
<PAGE>   248

                                                                              27

- ------------------------------------
                           Louisiana Municipal Bond Fund

                MAIN RISKS
- --------------------------
                        Non-Diversification. The Louisiana Municipal Bond Fund
                        is "non-diversified". This means that the Fund may
                        invest a more significant portion of its assets in the
                        securities of a single issuer than can a "diversified"
                        fund. Non-diversification increases the risk of loss to
                        the Fund if an issuer fails to make interest or
                        principal payments or if the market value of a security
                        declines.

                        Geographic Concentration. Because the Louisiana
                        Municipal Bond Fund is not diversified and because it
                        concentrates its investments in the securities of
                        issuers in Louisiana, certain factors including economic
                        conditions, constitutional amendments, legislative and
                        executive measures, and voter initiatives may have a
                        disproportionately negative effect on the Fund's
                        investments. For example, 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's average employment growth
                        for the past five years is the highest since 1982.
                        Economic growth is expected to follow the national trend
                        and slow over the next five years.

                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   249

28

                           FUND SUMMARY
                           Louisiana Municipal Bond Fund
ONE GROUP(R)
- ------------------------------------

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE LOUISIANA
  MUNICIPAL BOND FUND
  PERFORMED?            By showing the variability of the Louisiana Municipal
                        Bond Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        LOUISIANA MUNICIPAL BOND FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1,2) -- CLASS A SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1990                                                                              7.41
1991                                                                              9.93
1992                                                                              7.97
1993                                                                             10.35
1994                                                                             -3.25
1995                                                                             12.02
1996                                                                              4.54
1997                                                                              7.04
1998                                                                              5.43
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.81%.


                        (2) Performance data includes the performance of the
                            Paragon Louisiana Tax-Free Bond Fund for the
                            period before it was consolidated with the One
                            Group Louisiana Municipal Bond Fund on March 26,
                            1996.

- -----------------------------------------------------------------------------
Best Quarter:  4.81%  1Q1995        Worst Quarter:  -4.19%  1Q1994
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (4)

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


<TABLE>
<CAPTION>
                                                                                       1 YEAR       5 YEARS           LIFE
                                                        CLASS A                                                 (since 12/29/89)
                                     <S>                                               <C>          <C>        <C>
                                     One Group Louisiana Municipal Bond Fund            0.73%        4.09%           6.24%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brother 7 Year Municipal Bond Index (2)     6.22%        5.79%           7.37%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (3)                                        5.62%        5.13%           6.74%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                       1 YEAR                         LIFE
                                                        CLASS B                                                 (since 9/16/94)
                                     <S>                                               <C>          <C>        <C>
                                     One Group Louisiana Municipal Bond Fund           -0.33%                        5.24%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (2)                                        6.22%                        7.30%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (3)                                        5.62%                        6.68%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                       1 YEAR       5 YEARS           LIFE
                                                      CLASS I (1)                                               (since 12/29/89)
                                     <S>                                               <C>          <C>        <C>
                                     One Group Louisiana Municipal Bond Fund            5.59%        5.11%           6.82%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (2)                                        6.22%        5.79%           7.37%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (3)                                        5.62%        5.13%           6.74%
</TABLE>



                        (1) For periods prior to March 26, 1996, the
                            performance for Class I shares is based on Class
                            A performance adjusted to reflect the absence of
                            sales charges.



                        (2) The Lehman Brothers 7 Year Municipal Bond Index
                            is an unmanaged index comprised of investment
                            grade municipal bonds with maturities close to
                            seven years. The performance of the index does
                            not reflect the deduction of expenses associated
                            with a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Louisiana Municipal Bond Fund reflects the
                            deduction of these services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B
                            shares.



                        (3) The Lipper Intermediate Municipal Bonds Fund
                            Index consists of the equally weighted average
                            monthly return of the largest funds within the
                            universe of all funds in the category.



                        (4) Performance data includes the performance of the
                            Paragon Louisiana Tax-Free Bond Fund for the
                            period before it was consolidated with the One
                            Group Louisiana Municipal Bond Fund on March 26,
                            1996.

<PAGE>   250

                                                                              29

- ------------------------------------
                           Louisiana Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      4.50%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .60%      .60%      .60%      .60%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .24%      .24%      .24%      .24%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.19%     1.84%     1.84%      .84%
   -------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)        (.29%)    (.29%)    (.29%)    (.19%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                          .90%     1.55%     1.55%      .65%
   -------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .90% for Class A shares, 1.55% for Class B
                            shares, 1.55% for Class C shares and .65% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  538       $  658         $  158         $  258         $  158
                                     -------------------------------------------------------------------------------------
                                     3 Years              783          850            550            550            550
                                     -------------------------------------------------------------------------------------
                                     5 Years            1,048        1,169            969            969            969
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,804        1,964          1,964          2,135          2,135
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)        $   66
                                     -----------------------------------
                                     3 Years              249
                                     -----------------------------------------
                                     5 Years              447
                                     -----------------------------------------------
                                     10 Years           1,020
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $566
                                         Class B (no redemption)      $187
                                         Class B (with redemption)    $687
                                         Class C (no redemption)      $187
                                         Class C (with redemption)    $287
                                         Class I                       $86
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   251

30
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Michigan Municipal
                                   Bond Fund

WHAT IS THE GOAL OF THE
  MICHIGAN MUNICIPAL BOND
  FUND?                 The Fund seeks current income exempt from Federal income
                        tax and Michigan personal income tax, consistent with
                        the preservation of principal.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF THE MICHIGAN
  MUNICIPAL BOND FUND?  The Fund invests in municipal securities issued by or on
                        behalf of the state of Michigan and its respective
                        authorities, political subdivisions, agencies and
                        instrumentalities. The interest paid on Michigan
                        municipal securities is exempt from Federal income tax
                        and Michigan personal income tax. A portion of the
                        Fund's total assets also may be invested in municipal
                        securities issued by other states and territories. The
                        Fund's average weighted maturity normally will range
                        between five and 20 years. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors.
                        Taking a long-term approach, Banc One Investment
                        Advisors looks for individual securities that it
                        believes will perform well over market cycles. The
                        Michigan Municipal Bond Fund spreads its holdings across
                        various security types within the municipal securities
                        market. Banc One Investment Advisors selects individual
                        securities after performing a risk/reward evaluation of
                        interest rate risk, credit risk, and the complex legal
                        and technical structure of the transaction. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


                                                                              31

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MICHIGAN MUNICIPAL BOND
  FUND?                 The main risks of investing in the Michigan Municipal
                        Bond Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Michigan Municipal Bond Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the Michigan Municipal Bond Fund.
<PAGE>   252

                                                                              31

- ------------------------------------
                           Michigan Municipal Bond Fund

                MAIN RISKS
- --------------------------
                        Non-Diversification. The Michigan Municipal Bond Fund is
                        "non-diversified". This means that the Fund may invest a
                        more significant portion of its assets in the securities
                        of a single issuer than can a "diversified" fund.
                        Non-diversification increases the risk of loss to the
                        Fund if an issuer fails to make interest or principal
                        payments or if the market value of a security declines.

                        Geographic Concentration. Because the Michigan Municipal
                        Bond Fund is not diversified and because it concentrates
                        its investments in the securities of issuers in
                        Michigan, certain factors including economic conditions,
                        constitutional amendments, legislative and executive
                        measures, and voter initiatives may have a
                        disproportionately negative effect on the Fund's
                        investments. For example, the Michigan economy is
                        heavily dependent on the automobile industry, a highly
                        cyclical industry. This affects the revenue streams of
                        the State and local governments because of its impact on
                        tax sources, particularly sales taxes, income taxes, and
                        Michigan single business taxes. State and local revenues
                        also are affected by statutory and constitutional
                        changes adopted in 1993 and 1994, which limit annual
                        assessment increases and transfer a substantial part of
                        the financing of education costs from local property
                        taxes to sales taxes and other taxes imposed at the
                        State level.

                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   253

32
ONE GROUP(R)

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

                           FUND SUMMARY
                           Michigan Municipal Bond Fund

The Bar Chart shows changes in
the Fund's performance from
year to year. Total returns
assume reinvestment of
dividends and distributions.
The returns shown DO NOT
reflect applicable sales
charges. If these were
included, the return would be
lower than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE MICHIGAN
  MUNICIPAL BOND FUND
  PERFORMED?            By showing the variability of the Michigan Municipal
                        Bond Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        MICHIGAN MUNICIPAL BOND FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



BAR CHART (per calendar year) (1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1994                                                                             -5.37
1995                                                                             16.43
1996                                                                              3.46
1997                                                                              9.42
1998                                                                              5.91
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -2.91%.


                        (2) The performance data includes the performance of
                            the Pegasus Michigan Municipal Bond Fund for the
                            period before it was consolidated with the One
                            Group Michigan Municipal Bond Fund on March 22,
                            1999.

- --------------------------------------------------------------------------------
Best Quarter:  6.71%  1Q1995        Worst Quarter:  -5.52%  1Q1994
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (2)

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


<TABLE>
<CAPTION>
                                                                 1 YEAR       5 YEARS          LIFE
                                             CLASS A                                      (since 2/1/93)
                                     <S>                         <C>          <C>        <C>
                                     One Group Michigan
                                       Municipal Bond Fund        0.81%        4.62%           5.67%
                                     ---------------------------------------------------------------------
                                     Lehman Brother Michigan
                                       Municipal Bond
                                       Index (1)                  5.60%        6.48%               *
                                     ---------------------------------------------------------------------
                                     Lipper Michigan
                                       Municipal Bond Funds
                                       Index (3)                  5.34%        5.28%           5.71%
</TABLE>



<TABLE>
<CAPTION>
                                     ---------------------------------------------------------------------
                                                                 1 YEAR       5 YEARS          LIFE
                                            CLASS B(4)                                    (since 2/1/93)
                                     <S>                         <C>          <C>        <C>
                                     One Group Michigan
                                       Municipal Bond Fund       -0.09%        4.88%           6.04%
                                     ---------------------------------------------------------------------
                                     Lehman Brothers Michigan
                                       Municipal Bond
                                       Index (1)                  6.50%        6.48%               *
                                     ---------------------------------------------------------------------
                                     Lipper Michigan
                                       Municipal Bond Funds
                                       Index (3)                  5.34%        5.28%           5.71%
</TABLE>



<TABLE>
<CAPTION>
                                     ---------------------------------------------------------------------
                                                                 1 YEAR       5 YEARS          LIFE
                                             CLASS I                                      (since 2/1/93)
                                     <S>                         <C>          <C>        <C>
                                     One Group Michigan
                                       Municipal Bond Fund        5.91%        5.72%           6.61%
                                     ---------------------------------------------------------------------
                                     Lehman Brothers Michigan
                                       Municipal Bond
                                       Index (1)                  6.50%        6.48%               *
                                     ---------------------------------------------------------------------
                                     Lipper Michigan
                                       Municipal Bond Funds
                                       Index (3)                  5.34%        5.28%           5.71%
</TABLE>



                        (1) The Lehman Brothers Michigan Municipal Bond Index
                            is an unmanaged index generally representative of
                            the Michigan Municipal Bond Market. The
                            performance of the index does not reflect the
                            deduction of expenses associated with a mutual
                            fund, such as management fees. By contrast, the
                            performance of the One Group Michigan Municipal
                            Bond Fund reflects the deduction of these
                            services as well as the deduction of sales
                            charges on Class A shares and contingent deferred
                            sales charges on Class B shares.



                        (2) The performance data includes the performance of
                            the Pegasus Michigan Municipal Bond Fund for the
                            period before it was consolidated with the One
                            Group Michigan Municipal Bond Fund on March 22,
                            1999.


                        (3) The Lipper Michigan Municipal Bond Fund Index is
                            comprised of funds that limit their assets to
                            those securities that are exempt from taxation in
                            a specific state (double tax-exempt) or city
                            (triple tax-exempt).


                        (4) For periods prior to September 23, 1999, the
                            performance for Class B shares is based on Class
                            A share performance adjusted to reflect Class B
                            expenses and sales charges.



                        * Index did not exist.

<PAGE>   254

                                                                              33

- ------------------------------------
                           Michigan Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them to the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
                                     ---------------------------------------------------------------------------------------------
                                     <S>                                             <C>       <C>       <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                      4.50%      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
                                     ---------------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE      NONE      NONE
                                     ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .45%      .45%      .45%      .45%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .27%      .27%      .27%      .27%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.07%     1.72%     1.72%      .72%
   -------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)        (.17%)    (.17%)    (.17%)    (.07%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                          .90%     1.55%     1.55%      .65%
   -------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .90% for Class A shares, 1.55% for Class B
                            shares, 1.55% for Class C shares, and .65% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C
                                                                   ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                                 REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                                  THE END OF                    THE END OF
                                                                  EACH PERIOD                   EACH PERIOD
                                     -------------------------------------------------------------------------------------
                                     <S>               <C>       <C>             <C>           <C>             <C>
                                     1 Year (1)        $  538       $  658         $  158         $  258         $  158
                                     -------------------------------------------------------------------------------------
                                     3 Years              759          825            525            525            525
                                     -------------------------------------------------------------------------------------
                                     5 Years              998        1,117            917            917            917
                                     -------------------------------------------------------------------------------------
                                     10 Years           1,682        1,844          1,844          2,016          2,016
                                     -------------------------------------------------------------------------------------

<CAPTION>
                                                       CLASS I

                                     ----------------  ------------
                                     <S>               <C>     <C>
                                     1 Year (1)         $ 66
                                     -----------------------------------
                                     3 Years             223
                                     -----------------------------------------
                                     5 Years             394
                                     -----------------------------------------------
                                     10 Years            888
                                     -----------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $554
                                         Class B (no redemption)      $175
                                         Class B (with redemption)    $675
                                         Class C (no redemption)      $175
                                         Class C (with redemption)    $275
                                         Class I                       $74
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   255

34
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Ohio Municipal
                                   Bond Fund

WHAT IS THE GOAL OF THE
OHIO MUNICIPAL BOND FUND?
                        The Fund seeks current income exempt from Federal income
                        tax and Ohio personal income tax, consistent with the
                        preservation of principal.


WHAT ARE THE MAIN
INVESTMENT STRATEGIES OF
THE OHIO MUNICIPAL BOND
FUND?                   The Fund invests in municipal securities issued by or on
                        behalf of the state of Ohio and its respective
                        authorities, political subdivisions, agencies and
                        instrumentalities. The interest paid on Ohio municipal
                        securities is exempt from Federal income tax and Ohio
                        personal income tax. A portion of the Fund's total
                        assets also may be invested in municipal securities
                        issued by other states and territories. The Fund's
                        average weighted maturity normally will range between
                        five and 20 years. Banc One Investment Advisors selects
                        securities for the Fund by analyzing both individual
                        securities and different market sectors. Taking a
                        long-term approach, Banc One Investment Advisors looks
                        for individual securities that it believes will perform
                        well over market cycles. The Ohio Municipal Bond Fund
                        spreads its holdings across various security types
                        within the municipal securities market. Banc One
                        Investment Advisors selects individual securities after
                        performing a risk/reward evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Fund's investment strategies, please read "More
                        About The Funds" and "Principal Investment Strategies."


WHAT ARE MUNICIPAL
SECURITIES?             Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
INVESTMENT BE TAXED?    Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
OF INVESTING IN THE OHIO
MUNICIPAL BOND FUND?    The main risks of investing in the Ohio Municipal Bond
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Ohio Municipal Bond Fund will change every day in
                        response to market conditions. You may lose money if you
                        invest in the Ohio Municipal Bond Fund.
<PAGE>   256

                                                                              35

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

            MAIN RISKS
- --------------------------------
                        Non-Diversification. The Ohio Municipal Bond Fund is
                        "non-diversified". This means that the Fund may invest a
                        more significant portion of its assets in the securities
                        of a single issuer than can a "diversified" fund.
                        Non-diversification increases the risk of loss to the
                        Fund if an issuer fails to make interest or principal
                        payments or if the market value of a security declines.

                        Geographic Concentration. Because the Ohio Municipal
                        Bond Fund is not diversified and because it concentrates
                        its investments in the securities of issuers in Ohio,
                        certain factors including economic conditions,
                        constitutional amendments, legislative and executive
                        measures, and voter initiatives may have a
                        disproportionately negative effect on the Fund's
                        investments. For example, 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.

                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of a
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   257

36

- ------------------------------------
ONE GROUP(R)
- ---------------------------
                           FUND SUMMARY
                           Ohio Municipal Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth out
variations in a Fund's total
return and are not the same as
actual year-by- year results.
The average annual returns shown
on the Average Annual Total
Return Table DO include
applicable sales charges.



HOW HAS THE OHIO
MUNICIPAL BOND FUND
PERFORMED?              By showing the variability of the Ohio Municipal Bond
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE OHIO
                        MUNICIPAL BOND FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year)(1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1992                                                                              8.54%
1993                                                                             11.52
1994                                                                             -4.71
1995                                                                             13.28
1996                                                                              4.15
1997                                                                              7.46
1998                                                                              5.64
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.77%.


- --------------------------------------------------------------------------------
                        Best Quarter:  3.93%  1Q1993       Worst
                        Quarter:  -4.71  1Q1994
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                                      1 YEAR       5 YEARS           LIFE
                                                        CLASS A                                                 (since 2/18/92)
                                     <S>                                              <C>          <C>        <C>
                                     One Group Ohio Municipal Bond Fund                0.76%        3.84%            5.59%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brother 7 Year Municipal Bond
                                       Index (1)                                       6.22%        5.79%            6.89%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (2)                                       5.62%        5.13%            6.26%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                      1 YEAR                         LIFE
                                                        CLASS B                                                 (since 1/14/94)
                                     <S>                                              <C>          <C>        <C>
                                     One Group Ohio Municipal Bond Fund               -0.21%                         3.87%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (1)                                       6.22%                         5.66%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (2)                                       5.62%                         5.00%
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                                      1 YEAR       5 YEARS           LIFE
                                                        CLASS I                                                 (since 7/2/91)
                                     <S>                                              <C>          <C>        <C>
                                     One Group Ohio Municipal Bond Fund                5.64%        5.00%            6.81%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year Municipal Bond
                                       Index (1)                                       6.22%        5.79%            7.23%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal Bond Funds
                                       Index (2)                                       5.62%        5.13%            6.57%
</TABLE>



                        (1) The Lehman Brothers 7 Year Municipal Bond Index
                            is an unmanaged index comprised of investment
                            group municipal bonds with maturities close to
                            seven years. The performance of the index does
                            not reflect the deduction of expenses associated
                            with a mutual fund, such as management fees. By
                            contrast, the performance of the One Group Ohio
                            Municipal Bond Fund reflects the deduction of
                            these services as well as the deduction of sales
                            charges on Class A shares and contingent deferred
                            sales charges on Class B shares.

                        (2) 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.
<PAGE>   258

                                                                              37

- ------------------------------------
                           Ohio Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them to the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS B   CLASS C   CLASS I
   --------------------------------------------------------------------------------------------
   <S>                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                     4.50%      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)           NONE (2)   5.00%     1.00%      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                   NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
   Exchange Fee                                     NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .60%      .60%      .60%      .60%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .23%      .23%      .23%      .23%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                1.18%     1.83%     1.83%      .83%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)       (.31%)    (.31%)    (.31%)    (.21%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .87% for Class A shares, 1.52% for Class B
                            shares, 1.52% for Class C shares, and .62% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)            $  535       $   655        $   155        $  255         $  155      $   63
   --------------------------------------------------------------------------------------------------------
   3 Years                  779           845            545           545            545         244
   --------------------------------------------------------------------------------------------------------
   5 Years                1,041         1,161            961           961            961         440
   --------------------------------------------------------------------------------------------------------
   10 Years               1,791         1,952          1,952         2,123          2,123       1,006
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $565
                                         Class B (no redemption)      $186
                                         Class B (with redemption)    $686
                                         Class C (no redemption)      $186
                                         Class C (with redemption)    $286
                                         Class I                       $85
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   259

38
[PHOTO]
ONE GROUP(R)

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

                                   FUND SUMMARY, INVESTMENTS, RISK & PERFORMANCE

                                   West Virginia Municipal
                                   Bond Fund

WHAT IS THE GOAL OF THE
WEST VIRGINIA MUNICIPAL
BOND FUND?              The Fund seeks current income exempt from Federal income
                        tax and West Virginia personal income tax, consistent
                        with the preservation of principal.


WHAT ARE THE MAIN
INVESTMENT STRATEGIES OF
THE WEST VIRGINIA
MUNICIPAL BOND FUND?    The Fund invests in municipal securities issued by or on
                        behalf of the state of West Virginia and its respective
                        authorities, political subdivisions, agencies and
                        instrumentalities. The interest paid on West Virginia
                        municipal securities is exempt from Federal income tax
                        and West Virginia personal income tax. A portion of the
                        Fund's total assets also may be invested in municipal
                        securities issued by other states and territories. The
                        Fund's average weighted maturity normally will range
                        between five and 20 years. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors.
                        Taking a long-term approach, Banc One Investment
                        Advisors looks for individual securities that it
                        believes will perform well over market cycles. The West
                        Virginia Municipal Bond Fund spreads its holdings across
                        various security types within the municipal securities
                        market. Banc One Investment Advisors selects individual
                        securities after performing a risk/reward evaluation of
                        interest rate risk, credit risk, and the complex legal
                        and technical structure of the transaction. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHAT ARE MUNICIPAL
SECURITIES?             Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.


WILL ANY PORTION OF MY
INVESTMENT BE TAXED?    Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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. Any capital gains distributed by the
                        Fund may be taxable.


WHAT ARE THE MAIN RISKS
OF INVESTING IN THE WEST
VIRGINIA MUNICIPAL BOND
FUND?                   The main risks of investing in the West Virginia
                        Municipal Bond Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        The share price of the West Virginia Municipal Bond Fund
                        will change every day in response to market conditions.
                        You may lose money if you invest in the West Virginia
                        Municipal Bond Fund.

                MAIN RISKS
- --------------------------
                        Non-Diversification. The West Virginia Municipal Bond
                        Fund is "non-diversified". This means that the Fund may
                        invest a more significant portion of its assets in the
                        securities of a single issuer than can a "diversified"
                        fund. Non-diversification increases the risk of loss to
                        the Fund if an issuer fails to make interest or
                        principal payments or if the market value of a security
                        declines.

                        Geographic Concentration. Because the West Virginia
                        Municipal Bond Fund is not diversified and because it
                        concentrates its investments in the securities of
                        issuers in West Virginia, certain factors including
                        economic conditions, constitutional amendments,
                        legislative and executive measures, and voter
                        initiatives may have a disproportionately negative
                        effect on the Fund's investments. For example, coal
                        mining and related industries are an important part of
                        the West Virginia economy. Increased government
                        regulation and a reduced demand for coal has adversely
                        affected that industry. West Virginia's unemployment
                        rate is above the national average.

                        Interest Rate Risk. The Fund invests mainly in bonds and
                        other debt securities. These securities 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. Your
                        investment
<PAGE>   260

                                                                              39

- ------------------------------------
                           West Virginia Municipal Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


                        will decline in value if the value of the Fund's
                        investments decrease. Securities with greater interest
                        rate sensitivity and longer maturities tend to produce
                        higher yields, but are subject to greater fluctuations
                        in value. Usually, changes in the value of fixed income
                        securities will not affect cash income generated, but
                        may affect the value of your investment.

                        Derivatives. The Fund may invest in securities that are
                        considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of the Fund. Lower
                        credit quality also may affect liquidity and make it
                        difficult for the Fund to sell the security.

                        Portfolio Quality. 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.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE WEST VIRGINIA
MUNICIPAL BOND FUND
PERFORMED?              By showing the variability of the West Virginia
                        Municipal Bond Fund's performance from year to year, the
                        chart and table below help show the risk of investing in
                        the Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF
                        THE WEST VIRGINIA MUNICIPAL BOND FUND IS NOT NECESSARILY
                        AN INDICATION OF HOW THE FUND WILL PERFORM IN THE
                        FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                              7.54
1990                                                                              7.16
1991                                                                              9.01
1992                                                                              6.93
1993                                                                              7.73
1994                                                                             -0.12
1995                                                                             10.66
1996                                                                              4.71
1997                                                                              7.87
1998                                                                              5.87
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -1.94%. The West Virginia Municipal Bond Fund
                            commenced operations on January 20, 1997
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines, and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for period prior to the Fund's
                            commencement of operations as adjusted to reflect
                            the expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.

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

             Best Quarter:  4.06%  1Q1995        Worst Quarter:  -1.26%  4Q1994

- -------------------------------------------------------------------------------
<PAGE>   261

40

                           FUND SUMMARY
                           West Virginia Municipal Bond Fund
ONE GROUP(R)
- ------------------------------------
The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (2)

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


<TABLE>
<CAPTION>
                                                                        1 YEAR       5 YEARS       10 YEARS           LIFE
                                                 CLASS A                                                        (since 12/31/83)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group West Virginia
                                       Municipal Bond Fund              0.76%         4.57%         5.97%            6.81%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brother 7 Year Municipal
                                       Bond Index (1)                   6.22%         5.79%             *                *
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal
                                       Bond Funds Index (3)             5.62%         5.13%         6.91%                *
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                 CLASS B                1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                                                (since 12/31/83)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group West Virginia
                                       Municipal Bond Fund              0.06%         4.53%         5.78%            6.45%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond Index (1)         6.22%         5.79%             *                *
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal
                                       Bond Funds Index (3)             5.62%         5.13%         6.91%                *
</TABLE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                 CLASS I                1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                                                (since 12/31/83)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group West Virginia
                                       Municipal Bond Fund              5.87%         5.74%         6.70%            7.37%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers 7 Year
                                       Municipal Bond Index (1)         6.22%         5.79%             *                *
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate Municipal
                                       Bond Funds Index (3)             5.62%         5.13%         6.91%                *
</TABLE>



                        (1) The Lehman Brothers 7 Year Municipal Bond Index
                            is an unmanaged index comprised of investment
                            grade municipal bonds with maturities close to
                            seven years. The performance of the index does
                            not reflect the deduction of expenses associated
                            with a mutual fund, such as management fees. By
                            contrast, the performance of the One Group West
                            Virginia Municipal Bond Fund reflects the
                            deduction of these services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B
                            shares.



                        (2) The West Virginia Municipal Bond Fund commenced
                            operations on January 20, 1997 subsequent to the
                            transfer of assets from a common trust fund with
                            materially equivalent investment objectives,
                            policies, guidelines and restrictions as the
                            Fund. The quoted performance of the Fund includes
                            the performance of the common trust fund for
                            period prior to the Fund's commencement of
                            operations as adjusted to reflect the expenses
                            associated with the Fund. The common trust fund
                            was not registered with the SEC and was not
                            subject to the investment restrictions,
                            limitations and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.



                        (3) 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.



                        * Index did not exist.

<PAGE>   262

                                                                              41

- ------------------------------------
                           West Virginia Municipal Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------
   <S>                                             <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                      4.50%      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                    NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
   Exchange Fee                                      NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)   CLASS A   CLASS B   CLASS C   CLASS I
   -------------------------------------------------------------------------------------------------
   <S>                                                 <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                              .45%      .45%      .45%      .45%
   -------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees            .35%     1.00%     1.00%      NONE
   -------------------------------------------------------------------------------------------------
   Other Expenses                                        .27%      .27%      .27%      .27%
   -------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 1.07%     1.72%     1.72%      .72%
   -------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (4)        (.17%)    (.17%)    (.17%)    (.07%)
   -------------------------------------------------------------------------------------------------
   Net Expenses                                          .90%     1.55%     1.55%      .65%
   -------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .90% for Class A shares, 1.55% for Class B
                            shares, 1.55% for Class C shares, and .65% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>     <C>
   1 Year (1)            $  538       $  658         $  158         $  258         $  158       $ 66
   --------------------------------------------------------------------------------------------------------
   3 Years                  759          825            525            525            525        223
   --------------------------------------------------------------------------------------------------------
   5 Years                  998        1,117            917            917            917        394
   --------------------------------------------------------------------------------------------------------
   10 Years               1,682        1,844          1,844          2,016          2,016        888
   --------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $554
                                         Class B (no redemption)      $175
                                         Class B (with redemption)    $675
                                         Class C (no redemption)      $175
                                         Class C (with redemption)    $275
                                         Class I                       $74
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   263

42
ONE GROUP(R)

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

[PHOTO]

                        More About The Funds

                        Each of the ten funds described in this Prospectus is a
                        series of One Group Mutual Funds and is managed by Banc
                        One Investment Advisors Corporation. For more
                        information about One Group and Banc One Investment
                        Advisors, please read "Management of the Funds" and the
                        Statement of Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT
   STRATEGIES           The mutual funds described in this Prospectus are
                        designed to produce income exempt from Federal and/or
                        state income tax. The principal investment strategies
                        that are used to meet each Fund's investment objective
                        are described in Fund Summaries: Investments, Risk &
                        Performance in the front of this Prospectus. They are
                        also described below.

                         FUNDAMENTAL POLICIES

              Each Fund's investment strategy may
              involve "fundamental policies." A policy
              is fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.

                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        also may use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

- -----
                        ONE GROUP SHORT-TERM MUNICIPAL BOND FUND. The Fund
                        invests at least 80% of its net assets in investment
                        grade municipal securities, as well as mortgage-backed
                        securities and restricted securities. The securities in
                        which the Fund invests may have fixed rates of return or
                        floating or variable rates.

                        - As a matter of fundamental policy, the Fund invests as
                          least 65% of its total assets in bonds.

                        - The Fund will, from time to time, invest more than 25%
                          of its net assets in municipal housing authority
                          obligations.

                        - Up to 20% of the Fund's total assets may be held in
                          cash and cash equivalents.

                        - The Fund's average weighted maturity normally will be
                          three years or less.

- -----
                        ONE GROUP INTERMEDIATE TAX-FREE BOND FUND. The Fund
                        invests at least 80% of its net assets in investment
                        grade municipal securities, including restricted
                        securities. The securities in which the Fund invests may
                        have fixed rates of return or floating or variable
                        rates.

                        - As a matter of fundamental policy, the Fund invests at
                          least 65% of its total assets in bonds.

                        - The Fund's average weighted maturity normally will
                          range between three and 10 years.
<PAGE>   264

                                                                              43

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual bonds in a fund calculated so
              as to count most heavily those securities
              with the highest dollar value. Average
              maturity is important to bond investors as
              an indication of a fund's sensitivity to
              changes in interest rates. The longer the
              average maturity, the more fluctuation in
              share price you can expect. The terms
              "Intermediate" and "Short-Term" in a
              fund's name refer to the average maturity
              the fund maintains.


- -----
                        ONE GROUP TAX-FREE BOND FUND. The Fund invests at least
                        80% of its net assets in investment grade municipal
                        securities. The securities in which the Fund invests may
                        have fixed rates of return or floating or variable
                        rates.

                        - As a matter of fundamental policy, the Fund invests as
                          least 65% of its total assets in bonds.

                        - Up to 20% of the Fund's total assets may be held in
                          cash and cash equivalents.

                        - The Fund may invest in securities without regard to
                          maturity.

- -----
                        ONE GROUP MUNICIPAL INCOME FUND. The Fund invests at
                        least 80% of its net assets in investment grade
                        municipal securities, as well as mortgage-backed
                        securities and restricted securities. The securities in
                        which the Fund invests may have fixed rates of return or
                        floating or variable rates.

                        - As a matter of fundamental policy, the Fund invests as
                          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, from time to time, the Fund will invest
                               more than 25% of its net assets in municipal
                               housing authority obligations.

                        - The Fund's average weighted maturity will range from
                          five to 15 years, although the Fund may shorten its
                          average weighted maturity to as little as two years if
                          appropriate for temporary defensive purposes.

- -----
                        ONE GROUP ARIZONA MUNICIPAL BOND FUND. The Fund invests
                        at least 80% of its total assets in municipal securities
                        issued by or on behalf of the State of Arizona and its
                        respective authorities, political subdivisions, agencies
                        and instrumentalities. This is a fundamental policy.

                        - The Fund also may invest up to 20% of its total assets
                          in municipal securities of other states and
                          territories.

                        - The Fund will purchase Arizona municipal securities
                          only if it receives assurances from attorneys for the
                          issuer of the securities that the interest payable on
                          the securities is exempt from Federal income tax and
                          Arizona personal income tax.

                        - The securities in which the Fund invests may have
                          fixed rates of return or floating or variable rates.

                        - The Fund's average weighted maturity normally will be
                          between five and 20 years, although the Fund may
                          invest in securities with any maturity.
<PAGE>   265

44

- -----
                        ONE GROUP KENTUCKY MUNICIPAL BOND FUND. The Fund invests
                        at least 80% of its total assets in municipal securities
                        that are exempt from Federal income tax. Alternatively,
                        the Fund invests its assets so that 80% of its annual
                        interest income is exempt from Federal income tax. The
                        Fund invests at least 65% of its total assets in
                        securities issued by or on behalf of the State of
                        Kentucky and its respective authorities, political
                        subdivisions, agencies and instrumentalities. These are
                        fundamental policies.

                        - The Fund also may invest up to 35% of its total assets
                          in municipal securities of other states and
                          territories.

                        - The Fund will purchase Kentucky municipal securities
                          only if it receives assurances from attorneys for the
                          issuer of the securities that the interest payable on
                          the securities is exempt from Federal income tax and
                          Kentucky personal income tax.

                        - The securities in which the Fund invests may have
                          fixed rates of return or floating or variable rates.

                        - The Fund's average weighted maturity normally will be
                          between five and 20 years, although the Fund may
                          invest in securities with any maturity.

- -----
                        ONE GROUP LOUISIANA MUNICIPAL BOND FUND. The Fund
                        invests at least 80% of its total assets in municipal
                        securities issued by or on behalf of the State of
                        Louisiana and its respective authorities, political
                        subdivisions, agencies and instrumentalities. This is a
                        fundamental policy.

                        - The Fund also may invest up to 20% of its total assets
                          in municipal securities of other states and
                          territories.

                        - The Fund will purchase Louisiana municipal securities
                          only if it receives assurances from attorneys for the
                          issuer of the securities that the interest payable on
                          the securities is exempt from Federal income tax and
                          Louisiana personal income tax.

                        - The securities in which the Fund invests may have
                          fixed rates of return or floating or variable rates.

                        - The Fund's average weighted maturity normally will be
                          between five and 20 years, although the Fund may
                          invest in securities with any maturity.

- -----
                        ONE GROUP MICHIGAN MUNICIPAL BOND FUND. The Fund invests
                        at least 80% of its total assets in municipal securities
                        issued by or on behalf of the State of Michigan and its
                        respective authorities, political subdivisions, agencies
                        and instrumentalities. This is a fundamental policy.

                        - The Fund also may invest up to 20% of its total assets
                          in municipal securities of other states and
                          territories.

                        - The Fund will purchase Michigan municipal securities
                          only if it receives assurances from attorneys for the
                          issuer of the securities that the interest payable on
                          the securities is exempt from Federal income tax and
                          Michigan personal income tax.

                        - The securities in which the Fund invests may have
                          fixed rates of return or floating or variable rates.

                        - The Fund may invest in securities without regard to
                          any maturity.
<PAGE>   266

                                                                              45

                        - The Fund's average weighted maturity normally will be
                          between five and 20 years, although the Fund may
                          invest in securities with any maturity.

- -----
                        ONE GROUP OHIO MUNICIPAL BOND FUND. The Fund invests at
                        least 80% of its total assets in municipal securities
                        issued by or on behalf of the State of Ohio and its
                        respective authorities, political subdivisions, agencies
                        and instrumentalities. This is a fundamental policy.

                        - The Fund also may invest up to 20% of its total assets
                          in municipal securities of other states and
                          territories.

                        - The Fund will purchase Ohio municipal securities only
                          if it receives assurances from attorneys for the
                          issuer of the securities that the interest payable on
                          the securities is exempt from Federal income tax and
                          Ohio personal income tax.

                        - The securities in which the Fund invests may have
                          fixed rates of return or floating or variable rates.

- -----
                        ONE GROUP WEST VIRGINIA MUNICIPAL BOND FUND. The Fund
                        invests at least 80% of its total assets in municipal
                        securities issued by or on behalf of the State of West
                        Virginia and its respective authorities, political
                        subdivisions, agencies and instrumentalities. This is a
                        fundamental policy.

                        - The Fund also may invest up to 20% of its total assets
                          in municipal securities of other states and
                          territories.

                        - The Fund will purchase West Virginia municipal
                          securities only if it receives assurances from
                          attorneys for the issuer of the securities that the
                          interest payable on the securities is exempt from
                          Federal income tax and West Virginia personal income
                          tax.

                        - The securities in which the Fund invests may have
                          fixed rates of return or floating or variable rates.

                        - The Fund's average weighted maturity normally will be
                          between five and 20 years, although the Fund may
                          invest in securities with any maturity.

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

 INVESTMENT RISKS       The main risks of investing in the Funds are described
                        in the Fund Summaries. Additional risk information is
                        described below.


- -----
                        DERIVATIVES. The Funds may invest in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks. A Fund's use of
                        derivatives may cause the Fund to recognize higher
                        amounts of short-term capital gains (generally taxed at
                        ordinary income tax rates) than if the Fund did not use
                        such instruments.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.
<PAGE>   267

46


                        PREPAYMENT AND CALL RISK: The Funds may invest a portion
                        of their assets in mortgage-backed securities. These
                        securities are subject to prepayment and call risk. The
                        issuers of mortgage-backed and other callable securities
                        may be able to repay principal in advance, especially
                        when interest rates fall. Changes in prepayment rates
                        can affect the return on investment and yield of
                        mortgage-backed securities. When mortgages are prepaid,
                        a Fund may have to reinvest in securities with a lower
                        yield. A Fund also may fail to recover premiums paid for
                        the securities, resulting in unexpected capital loss.


- --------------------------------------------------------------------------------
INVESTMENT POLICIES     Each Fund's investment objective and the following
                        investment policies summarized below are fundamental. In
                        addition to the fundamental policies mentioned in
                        PRINCIPAL INVESTMENT STRATEGIES, 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, the Kentucky Municipal
                        Bond Fund, and the Michigan 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
                           agreements involving such securities.
<PAGE>   268

                                                                              47

                        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 United
                            States government or its agencies and
                            instrumentalities and repurchase agreements
                            involving such securities; and

                          - Municipal 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 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.

- --------------------------------------------------------------------------------
  PORTFOLIO QUALITY     Various rating organizations (like Standard & Poor's
                        Corporation and Moody's Investor Service) assign ratings
                        to debt securities (i.e., bonds). Generally, ratings are
                        divided into two main categories: "Investment Grade
                        Securities" and "Non-Investment Grade Securities."
                        Although there is always a risk of default, rating
                        agencies believe that issuers of Investment Grade
                        Securities have a high probability of making payments on
                        such securities. Non-Investment Grade Securities include
                        securities that, in the opinion of the rating agencies,
                        are more likely to default than Investment Grade
                        Securities. The Funds only purchase securities that meet
                        the rating criteria described below.

                        - Municipal Securities that are bonds must be rated as
                          investment grade.

                        - Other securities such as taxable and 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 also may 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 Statement of Additional
                        Information.
<PAGE>   269

48

- --------------------------------------------------------------------------------
TEMPORARY DEFENSIVE
   POSITION             For liquidity and to respond to unusual market
                        conditions, the Funds may invest all or most of their
                        assets in cash and CASH EQUIVALENTS (see below) for
                        temporary defensive purposes. These investments may
                        result in a lower yield than lower-quality or longer
                        term investments and may prevent the Funds from meeting
                        their investment objectives.

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

                        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      The Funds may engage in active and frequent trading of
                        portfolio securities to achieve their principal
                        investment strategies. 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, 1999 is shown on the Financial Highlights. To
                        the extent portfolio turnover results in short-term
                        capital gains, such gains will generally be taxed at
                        ordinary income tax rates.
<PAGE>   270

                                                                              49
ONE GROUP(R)

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

[PHOTO]

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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 Fund is open for business,
                          other than weekends, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve, and Christmas.

                        - Purchase requests received by The One Group Services
                          Company before 4 p.m. Eastern Time ("ET") will be
                          effective that day. On occasion, the NYSE will close
                          before 4 p.m. ET. When that happens, purchase requests
                          received after the NYSE closes will be effective the
                          following business day.

                        - Purchase orders may be cancelled if the Fund's
                          Custodian, State Street Bank and Trust Company, does
                          not receive "federal funds" by 4:00 p.m. ET (i) on the
                          business day after the order is placed if you are
                          buying Class I 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?                  One Group offers the following classes of shares:
                        - Class A, Class B and Class C shares are available to
                          the general public.

                        - Class I 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."
<PAGE>   271

50


                        - When deciding what class of shares to buy, you should
                          consider the amount of your investment, the length of
                          time you intend to hold the shares, and the sales
                          charges and expenses applicable to each class of
                          shares. If you intend to hold your shares for seven or
                          more years, Class A shares may be more appropriate for
                          you. If you intend to hold your shares for less than
                          seven years, you may want to consider Class B or Class
                          C shares. Sales charges are discussed in the section
                          of this prospectus entitled SALES CHARGES.


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 following the close of the NYSE at 4:00
                          p.m. ET. On occasion, the NYSE will close before 4
                          p.m. ET. When that happens, NAV will be calculated as
                          of the time the NYSE closes.

HOW DO I OPEN AN ACCOUNT?
                        1. Read the prospectus carefully.
                        2. Decide how much you want to invest.

                          - The minimum initial investment is $1,000 per Fund
                            ($100 for employees of Bank One Corporation and its
                            affiliates).

                          - Subsequent investments must be at least $25 per
                            Fund.

                          - You may purchase no more than $249,999 of Class B
                            shares. This is because Class A shares offer a
                            reduced sales charge on purchases of $250,000 or
                            more and have lower expenses. The section of this
                            prospectus entitled WHAT KIND OF SHARES CAN I BUY?
                            provides information that can help you choose the
                            appropriate share class.

                          - 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) payable to "One
                           Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                          If you choose to pay by wire, please call The One
                          Group Services Company at 1-800-480-4111.

                        5. All checks must be in U.S. dollars. One Group does
                           not accept "third party checks." Checks made payable
                           to any individual and endorsed to One Group are
                           considered third party checks.

                          All checks must be payable to one of the following:

                          - One Group Mutual Funds;
<PAGE>   272

                                                                              51

- - State Street Bank and Trust Company; or

- - The specific Fund in which you are investing.

                          Checks made payable to any party other than those
                          listed above will be returned to the address provided
                          on the account application.


                        6. If you redeem shares purchased under the Systematic
                           Investment Plan (see below) or that were purchased by
                           check, One Group will delay forwarding you redemption
                           proceeds until payment has been collected from your
                           bank. One Group generally receives payment within ten
                           (10) calendar days of purchase.


                        7. 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.

                        8. 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
                          to the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY & SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP INTERMEDIATE TAX-FREE BOND
                              FUND -- A)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: JOHN SMITH & MARY SMITH, JTWROS)

                        - 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, 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528
<PAGE>   273

52

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 per Fund,
                        but minimum automatic additions are only $25 per Fund.
                        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 five (5) calendar days.

                        - 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 calling The One Group Services Company
                          at 1-800-480-4111 or by sending a letter to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

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
                          Federal income 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 One Group.
                        Compensation comes from sales charges, 12b-1 fees and
                        payments by The One Group Services Company from its own
                        resources. The tables below show the sales charges for
                        each class of shares and the percentage of your
                        investment that is paid as a commission to a Shareholder
                        Servicing Agent.
<PAGE>   274

                                                                              53

           CLASS A SHARES
- -------------------------
                        This table shows the amount of sales charge you pay and
                        the commissions paid to Shareholder Servicing Agents.

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

<TABLE>
<CAPTION>
                                           AMOUNT         SALES CHARGE       SALES CHARGE           COMMISSION
                                             OF          AS A % OF THE          AS A %                AS A %
                                         PURCHASES       OFFERING 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 buy Class A shares of the Short-Term Municipal
                        Bond Fund, the following table shows the amount of sales
                        charge and the commissions paid to Shareholder Servicing
                        Agents.

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

<TABLE>
<CAPTION>
                                           AMOUNT         SALES CHARGE       SALES CHARGE           COMMISSION
                                             OF          AS A % OF THE          AS A %                AS A %
                                         PURCHASES       OFFERING PRICE   OF YOUR INVESTMENT     OF OFFERING PRICE
                                     <S>                 <C>              <C>                  <C>
                                     LESS THAN $100,000      3.00%              3.09%                  2.07%
                                     -------------------------------------------------------------------------------
                                     $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 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 and 0.50%
                          of the purchase price if you redeem within two years
                          of purchase, unless The One Group Services Company
                          receives notice before you invest indicating that your
                          Shareholder Servicing Agent is waiving its commission.

           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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      SUBJECT TO CHARGE
                                     <S>            <C>
                                          0-1              5.00%
                                     -----------------------------------
                                          1-2              4.00%
                                     -----------------------------------
                                          2-3              3.00%
                                     -----------------------------------
                                          3-4              3.00%
                                     -----------------------------------
                                          4-5              2.00%
                                     -----------------------------------
                                          5-6              1.00%
                                     -----------------------------------
                                      MORE THAN 6          0.00%
                                     -----------------------------------
</TABLE>
<PAGE>   275

54

                        Or if you redeem Class B shares of the Short-Term
                        Municipal Bond Fund prior to the fourth anniversary of
                        purchase, you will be assessed a CDSC according to the
                        following schedule:

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

<TABLE>
<CAPTION>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      SUBJECT TO CHARGE
                                     <S>            <C>
                                          0-1              3.00%
                                     -----------------------------------
                                          1-2              3.00%
                                     -----------------------------------
                                          2-3              2.00%
                                     -----------------------------------
                                          3-4              1.00%
                                     -----------------------------------
                                      MORE THAN 4          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 of all the
                        Funds except for the Short-Term Municipal Bond Fund.
                        Shareholder Servicing Agents receive a commission of
                        2.75% of the purchase price of Class B shares of the
                        Short-Term Municipal Bond Fund.

           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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      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.

                        - No CDSC is imposed on share appreciation, nor is a
                          CDSC 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 acquired through dividend
                          reinvestment followed by shares you have held for the
                          longest time and thus have the lowest CDSC.

                        - If you exchange Class B or Class C shares of an
                          unrelated mutual fund for Class B or Class C shares of
                          One Group in connection with a fund reorganization,
                          the CDSC applicable to your original shares (including
                          the period of time you have held those shares) will be
                          applied to One Group shares you receive in the
                          reorganization.
<PAGE>   276

                                                                              55

               12b-1 FEES
- -------------------------
                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees. These fees are called "12b-1 fees."
                        12b-1 fees are paid by 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 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 Class I 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 financing 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
                        .90% 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).

                        Because 12b-1 fees are paid out of Fund assets on an
                        on-going basis, over time these fees will increase the
                        cost of your investment and may cost you more than
                        paying other types of sales charges.

- --------------------------------------------------------------------------------
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.
<PAGE>   277

56

                        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 Fund
                        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:

                          - One Group.

                          - Bank 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 One Group and their subsidiaries and
                            affiliates.

                          - An investment sub-advisor of a fund of One Group and
                            such sub-advisor's subsidiaries and affiliates.

                        4. Bought by:


                          - Affiliates of Bank One Corporation and certain
                            accounts (other than IRA Accounts) for which an
                            Intermediary acts in a fiduciary, advisory, agency,
                            or custodial capacity or Accounts which participate
                            in select affinity programs with Bank One
                            Corporation and its affiliates and subsidiaries.


                          - 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.

                            Certain 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 Class I shares
                           of a One Group Fund or acquired in an exchange of
                           Class I 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.
<PAGE>   278

                                                                              57


                        6. Bought with proceeds from the sale of shares of a
                           mutual fund, including Class A shares of a One Group
                           Fund, for which a sales charge was paid, but only if
                           the purchase is made within 60 days of the sale or
                           distribution.


                        7. Bought with assets of One Group.

                        8. 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.

  WAIVER OF THE CLASS B
    SALES CHARGE        No sales charge is imposed on redemptions of Class B
                        shares of the Fund:
- -------------------------
                        1. If you withdraw, no more than 10% of the value of
                           your account in a 12 month period. Shares received
                           from dividend and capital gains reinvestment are
                           included in calculating amounts eligible for this
                           waiver. You need to participate in the Systematic
                           Withdrawal Plan to take advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class B shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I Pay a Sales Charge on an Exchange?

  WAIVER OF THE CLASS C
    SALES CHARGE        No sales charge is imposed on redemptions of Class C
                        shares of the Fund:

- -------------------------
                        1. If you withdraw no more than 10% of the value of your
                           account. Shares received from dividend and capital
                           gains reinvestment are included in calculating
                           amounts eligible for this waiver. You need to
                           participate in the Systematic Withdrawal Plan to take
                           advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           the Tax Code), but only if the redemption is made
                           within one year of such death or disability.
<PAGE>   279

58


                        4. That represent a minimum required distribution from
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class C shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I Pay a Sales Charge on an Exchange?

                        7. If The One Group Services Company receives notice
                           before you invest indicating that your Shareholder
                           Servicing Agent, due to the type of account that you
                           have, is waiving its commission.

                        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.
                        These waivers will not continue indefinitely and may be
                        discontinued at any time without notice.

- --------------------------------------------------------------------------------
EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may make the following exchanges:

                        - Class I shares of a Fund may be exchanged for Class A
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund.

                        - Class A shares of a Fund may be exchanged for Class I
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund, 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 One Group Fund.

                        - Class C shares of a Fund may be exchanged for Class C
                          shares of another One Group Fund.

                        One Group Funds offer a Systematic Exchange Privilege
                        which allows you to automatically exchange shares of one
                        fund to another on a monthly or quarterly basis. This
                        privilege is useful in Dollar Cost Averaging. To
                        participate in the Systematic Exchange Privilege, please
                        select it on your account application. To learn more
                        about it, please call The One Group Services Company at
                        1-800-480-4111.

                        One Group does not charge a fee for this privilege. In
                        addition, 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., ET.

                        - You have provided One Group with all of the
                          information necessary to process the exchange.
<PAGE>   280

                                                                              59

                        - 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 Class I 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 for Federal income tax purposes.

                        - 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,
                          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, 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.
<PAGE>   281

60

- --------------------------------------------------------------------------------
REDEEMING FUND SHARES

WHEN CAN I REDEEM SHARES?
                        You may redeem all or some of your shares on any day
                        that the Fund is open for business.

                        - Redemption requests received by The One Group Services
                          Company before 4:00 p.m. ET (or when the NYSE closes)
                          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:

                            ONE GROUP
                            C/O STATE STREET BANK AND TRUST COMPANY
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - 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 participant in 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;

                          3. the redemption check is mailed to the shareholder
                             at the record address; or

                          4. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. 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. If you have wire instructions on file, the
                          Funds will attempt to honor requests for same day
                          payment if the request is received before 4:00 p.m.
                          ET. If redemption requests are received after 4:00
                          p.m. ET, the Funds will attempt to wire payment the
                          next business day.

WHAT WILL MY SHARES BE
  WORTH?                - If you own Class A and Class I shares and the Fund
                          receives your redemption request by 4:00 p.m. ET (or
                          when the NYSE closes), 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. ET (or
                          when the NYSE closes), you will receive that day's
                          NAV, minus the amount of any applicable CDSC.
<PAGE>   282

                                                                              61

CAN I REDEEM BY
  TELEPHONE?            Yes, if you selected this option on your Account
                        Application Form.

                        - Call your Shareholder Servicing Agent or The One Group
                          Service 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.

                        - 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, 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. Shares received
                             from dividend and capital gains reinvestment are
                             included in calculating the 10%. The applicable
                             Class B or Class C sales charge is waived provided
                             your withdrawals do not exceed 10% annually.
                             Withdrawals in excess of 10% will subject the
                             entire annual withdrawal to the applicable sales
                             charge.


                          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 a One Group
                             IRA or other One Group 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.
<PAGE>   283

62

   ADDITIONAL INFORMATION
    REGARDING REDEMPTIONS
- -------------------------

                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.


                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank.


                        - Because of the high cost of handling small
                          investments, One Group charges a sub-minimum account
                          fee. Accounts under $800 that are not participating in
                          a Systematic Investment Plan will be assessed an
                          annual fee of $10.00 per Fund. The sub-minimum account
                          fee will not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                        details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.

- --------------------------------------------------------------------------------
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.

        DIVIDEND POLICIES
- -------------------------
                        DIVIDENDS. The Funds generally declare dividends 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.
<PAGE>   284

                                                                              63

                        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 Class I 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may call The One Group Services Company at
                        1-800-480-4111 to make this change.

                        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 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.
                        Reinvested dividends and distributions receive the same
                        tax treatment as dividends and distributions paid in
                        cash.

         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.
<PAGE>   285

64

                        Interest on Private Activity Bonds. The Municipal Income
                        Fund, the Short-Term Municipal Bond Fund, the Arizona
                        Municipal Bond Fund, the West Virginia Municipal Bond
                        Fund, the Kentucky Municipal Bond Fund, the Louisiana
                        Municipal Bond Fund, the Ohio Municipal Bond Fund and
                        the Michigan 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 and the Tax-Free Bond
                        Fund may invest as much as 20% of their 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, for this purpose, the excess of net
                        short-term capital gains over net long-term capital
                        losses) and net capital gains (i.e., the excess of net
                        long-term capital gains over net short-term capital
                        losses) 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 distributions from a Fund's long-term capital
                        gains will be taxable to you as such, regardless of how
                        long you have held the shares. Distributions are taxable
                        to you even if they are paid from income or gains earned
                        by a Fund prior to your investment (and thus were
                        included in the price you paid).

                        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.
<PAGE>   286

                                                                              65

                        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 and certain
                        obligations of the United States or its territories 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 Municipal Bond Fund which are derived from
                        interest or dividends on obligations or securities of a
                        West Virginia state or local municipal 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 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.

                        Michigan Taxes. Distributions received from the Michigan
                        Municipal Bond Fund are exempt from Michigan personal
                        income tax to the extent they are derived from interest
                        on tax-exempt securities, under the current position of
                        the Michigan Department of Treasury. Such distributions,
                        if received in connection with a shareholder's business
                        activity, may, however, be subject to Michigan single
                        business tax. For Michigan personal income tax, and
                        single business tax purposes, Fund distributions
                        attributable to any source other than interest on
                        tax-exempt securities will be fully taxable. Fund
                        distributions may be subject to the uniform city income
                        tax imposed by certain Michigan cities.

                        Information in the preceding paragraphs in based on the
                        current law as well as current policies of the various
                        state Departments of Taxation, all of which may change.
<PAGE>   287

66

          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, call
                        1-800-480-4111, or visit www.onegroup.com.

                REPORTING
- -------------------------
                        In September and March you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   288

                                                                              67

                           (Intentionally Left Blank)
<PAGE>   289

68

[PHOTO]
ONE GROUP(R)

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

                                   Management of
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
          THE ADVISOR   Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to One Group Mutual Funds
                        since its inception. In addition, Banc One Investment
                        Advisors serves as investment advisor to other mutual
                        funds and individual corporate, charitable, and
                        retirement accounts. As of June 30, 1999, Banc One
                        Investment Advisors, an indirect wholly-owned subsidiary
                        of Bank One Corporation, managed over $126 billion in
                        assets.

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

       ADVISORY FEES    Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each Fund. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates.


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

<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
   FUND                                                    AVERAGE DAILY NET ASSETS
   <S>                                                   <C>
   One Group(R) Short-Term Municipal Income Fund                     .31%
   ----------------------------------------------------------------------------------
   One Group(R) Intermediate Tax-Free Bond Fund                      .39%
   ----------------------------------------------------------------------------------
   One Group(R) Tax-Free Bond Fund*                                  .40%
   ----------------------------------------------------------------------------------
   One Group(R) Municipal Income Fund                                .35%
   ----------------------------------------------------------------------------------
   One Group(R) Arizona Municipal Bond Fund                          .41%
   ----------------------------------------------------------------------------------
   One Group(R) Kentucky Municipal Bond Fund                         .36%
   ----------------------------------------------------------------------------------
   One Group(R) Louisiana Municipal Bond Fund                        .38%
   ----------------------------------------------------------------------------------
   One Group(R) Michigan Municipal Bond Fund*                        .39%
   ----------------------------------------------------------------------------------
   One Group(R) Ohio Municipal Bond Fund                             .33%
   ----------------------------------------------------------------------------------
   One Group(R) West Virginia Municipal Bond Fund                    .37%
   ----------------------------------------------------------------------------------
</TABLE>

                        (*) In March 1999, the Pegasus Funds and One Group
                            Mutual Funds merged. The investment advisory fee
                            includes fees paid to First Chicago NBD
                            Investment Management Company, an affiliate of
                            Banc One Investment Advisors, as advisor to the
                            Pegasus Funds.
<PAGE>   290

                                                                              69

- -----------------------------------------------------------------------------
              THE FUND
             MANAGERS   The Fund is managed by a team of portfolio managers,
                        research analysts and fixed income traders. The team
                        works together to establish general duration and sector
                        strategies for the Fund. Each team member makes
                        recommendations about securities in the Fund. The
                        research analysts and trading personnel provide
                        individual security and sector recommendations, while
                        the portfolio managers select and allocate individual
                        securities in a manner designed to meet the investment
                        objectives of the Fund.

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

             YEAR 2000
             READINESS
            DISCLOSURE  The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   291

70
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Short-Term Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                               FOR THE
                                                              SIX MONTHS       MAY 4,
                                                                ENDED         1998 TO
                                                               JUNE 30,     DECEMBER 31,
CLASS A                                                        1999(E)        1998(A)
- ------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 10.15        $  10.00
- ------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.19            0.22
  Net realized and unrealized gains (losses) from
    investments and futures                                      (0.15)           0.16
- ------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.04            0.38
- ------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.18)          (0.23)

Total Distributions                                              (0.18)          (0.23)
- ------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 10.01        $  10.15
- ------------------------------------------------------------------------------------------------
Total Return                                                     0.37%(B)        3.89%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 1,843        $    559
  Ratio of expenses to average net assets                        0.86%(C)        0.86%(C)
  Ratio of net investment income to average net assets           3.48%(C)        3.53%(C)
  Ratio of expenses to average net assets*                       1.16%(C)        0.99%(C)
  Ratio of net investment income to average net assets*          3.18%(C)        3.40%(C)
  Portfolio Turnover(D)                                         74.84%          32.23%
</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) For
  the 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) Upon
  reorganizing as a fund of One Group, the Pegasus Short Municipal Bond Fund
  became One Group Short-Term Municipal Bond Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Short Municipal Bond
  Fund.



<TABLE>
<CAPTION>
                                                                FOR THE
                                                              SIX MONTHS        MAY 4,
                                                                 ENDED         1998 TO
                                                               JUNE 30,      DECEMBER 31,
CLASS B                                                         1999(E)        1998(A)
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 10.19        $  10.00
- -------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.15            0.13
  Net realized and unrealized gains (losses) from
    investments and futures                                       (0.14)           0.21
- -------------------------------------------------------------------------------------------------
Total from Investment Activities                                   0.01            0.34
- -------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.15)          (0.15)

Total Distributions                                               (0.15)          (0.15)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 10.05        $  10.19
- -------------------------------------------------------------------------------------------------
Total Return                                                      0.11%(B)        3.48%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $   226        $    112
  Ratio of expenses to average net assets                         1.55%(C)        1.61%(C)
  Ratio of net investment income to average net assets            2.80%(C)        2.43%(C)
  Ratio of expenses to average net assets*                        1.80%(C)        1.68%(C)
  Ratio of net investment income to average net assets*           2.55%(C)        2.36%(C)
  Portfolio Turnover(D)                                          74.84%          32.23%
</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) For
  the period from the 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) Upon
  reorganizing as a fund of One Group, the Pegasus Short Municipal Bond Fund
  became One Group Short-Term Municipal Bond Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Short Municipal Bond
  Fund.

<PAGE>   292

                                                                              71

- -------------------------------------
                           Short-Term Municipal Bond Fund


<TABLE>
<CAPTION>
                                                               FOR THE
                                                              SIX MONTHS        MAY 4,
                                                                ENDED          1998 TO
                                                               JUNE 30,      DECEMBER 31,
CLASS I                                                        1999(E)         1998(A)
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  10.16        $  10.00
- -------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.19            0.25
  Net realized and unrealized gains (losses) from
    investments and futures                                       (0.14)           0.16
- -------------------------------------------------------------------------------------------------
Total from Investment Activities                                   0.05            0.41
- -------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.19)          (0.25)

Total Distributions                                               (0.19)          (0.25)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  10.02        $  10.16
- -------------------------------------------------------------------------------------------------
Total Return                                                      0.50%(B)        4.15%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $132,902        $118,296
  Ratio of expenses to average net assets                         0.62%(C)        0.61%(C)
  Ratio of net investment income to average net assets            3.79%(C)        3.75%(C)
  Ratio of expenses to average net assets*                        0.80%(C)        0.70%(C)
  Ratio of net investment income to average net assets*           3.61%(C)        3.66%(C)
  Portfolio Turnover(D)                                          74.84%          32.23%
</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) For
  the 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) Upon
  reorganizing as a fund of One Group, the Pegasus Short Municipal Bond Fund
  became One Group Short-Term Municipal Bond Fund. Financial highlights for the
  periods prior to March 22, 1999 represent the Pegasus Short Municipal Bond
  Fund.

<PAGE>   293

72

- -------------------------------------
[PHOTO]
ONE GROUP(R)
- ------------------------------------
                           FINANCIAL HIGHLIGHTS
                           Intermediate Tax-Free Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                             ------------------------------------------------------------
CLASS A                                                        1999         1998        1997         1996          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>         <C>           <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $  11.14     $  10.91     $ 10.67     $   10.63     $  10.48
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.47         0.50        0.51          0.50         0.51
  Net realized and unrealized gains (losses) from
    investments                                                 (0.30)        0.31        0.26          0.05         0.15
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.17         0.81        0.77          0.55         0.66
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                    (0.47)       (0.50)      (0.51)        (0.49)       (0.49)
  In excess of net investment income                                -            -           -             -        (0.02)
  Net realized gains                                            (0.17)       (0.08)      (0.02)        (0.02)           -
  In excess of net realized gains                                   -            -           -             -            -

Total Distributions                                             (0.64)       (0.58)      (0.53)        (0.51)       (0.51)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  10.67     $  11.14     $ 10.91     $   10.67     $  10.63
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    1.45%        7.50%       7.39%         5.28%        6.49%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                          $ 34,725     $ 14,515     $ 8,457     $   6,622     $  5,614
  Ratio of expenses to average net assets                       0.84%        0.85%       0.83%         0.79%        0.78%
  Ratio of net investment income to average net assets          4.28%        4.45%       4.75%         4.62%        4.91%
  Ratio of expenses to average net assets*                      1.16%        1.16%       1.15%         1.22%        1.23%
  Ratio of net investment income to average net assets*         3.96%        4.14%       4.43%         4.19%        4.46%
  Portfolio turnover(A)                                       108.41%      109.03%      86.89%       111.58%      199.76%
</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.



<TABLE>
<CAPTION>
                                                                                  YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------------
CLASS B                                                         1999         1998        1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  11.16     $  10.93     $ 10.68     $  10.65     $  10.50
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.40         0.43        0.45         0.43         0.46
  Net realized and unrealized gains (losses) from
    investments                                                  (0.30)        0.31        0.27         0.04         0.14
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.10         0.74        0.72         0.47         0.60
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.40)       (0.43)      (0.45)       (0.42)       (0.45)
  Net realized gains                                             (0.17)       (0.08)      (0.02)       (0.02)           -

Total Distributions                                              (0.57)       (0.51)      (0.47)       (0.44)       (0.45)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  10.69     $  11.16     $ 10.93     $  10.68     $  10.65
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                     0.80%        6.81%       6.82%        4.48%        5.89%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $  9,087     $  5,659     $ 3,307     $  2,439     $  1,116
  Ratio of expenses to average net assets                        1.49%        1.50%       1.47%        1.44%        1.43%
  Ratio of net investment income to average net assets           3.58%        3.80%       4.09%        3.97%        4.29%
  Ratio of expenses to average net assets*                       1.81%        1.81%       1.78%        1.87%        1.88%
  Ratio of net investment income to average net assets*          3.26%        3.49%       3.78%        3.54%        3.84%
  Portfolio turnover(A)                                        108.41%      109.03%      86.89%      111.58%      199.76%
</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.

<PAGE>   294

                                                                              73

- -------------------------------------
                           Intermediate Tax-Free Bond Fund


<TABLE>
<CAPTION>
                                                                                YEAR ENDED JUNE 30,
                                                           --------------------------------------------------------------
CLASS I                                                       1999          1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                       $    11.15     $  10.92     $  10.67     $  10.64     $  10.49
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.50         0.52         0.54         0.52         0.54
  Net realized and unrealized gains (losses) from
    investments                                                 (0.30)        0.31         0.27         0.04         0.15
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.20         0.83         0.81         0.56         0.69
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.50)       (0.52)       (0.54)       (0.51)       (0.54)
  Net realized gains                                            (0.17)       (0.08)       (0.02)       (0.02)           -

Total Distributions                                             (0.67)       (0.60)       (0.56)       (0.53)       (0.54)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $    10.68     $  11.15     $  10.92     $  10.67     $  10.64
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    1.71%        7.74%        7.76%        5.39%        6.75%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                        $1,013,839     $493,686     $451,089     $217,201     $211,229
  Ratio of expenses to average net assets                       0.59%        0.60%        0.58%        0.54%        0.53%
  Ratio of net investment income to average net assets          4.49%        4.70%        5.05%        4.87%        5.17%
  Ratio of expenses to average net assets*                      0.81%        0.81%        0.81%        0.87%        0.88%
  Ratio of net investment income to average net assets*         4.27%        4.49%        4.82%        4.54%        4.82%
  Portfolio turnover(A)                                       108.41%      109.03%       86.89%      111.58%      199.76%
</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.

<PAGE>   295

74
[PHOTO]
ONE GROUP(R)
- ------------------------------------
- -------------------------------------
                           FINANCIAL HIGHLIGHTS
                           Tax-Free Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                 FOR THE SIX                                    MARCH 1,         YEAR
                                                 MONTHS ENDED     YEAR ENDED DECEMBER 31,       1995 TO         ENDED
                                                   JUNE 30,     ---------------------------   DECEMBER 31,   FEBRUARY 28,
CLASS A                                            1999(E)       1998      1997      1996       1995(A)          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>       <C>       <C>       <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $ 12.99      $ 12.87   $ 12.36   $ 12.64     $ 12.06        $ 12.13
- -------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                               0.28         0.55      0.56      0.59        0.48           0.60
  Net realized and unrealized gains (losses)
    from investments                                 (0.53)        0.17      0.54     (0.18)       0.82          (0.07)
- -------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                     (0.25)        0.72      1.10      0.41        1.30           0.53
- -------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                              (0.29)       (0.57)    (0.59)    (0.58)      (0.48)         (0.60)
  Net realized gains                                 (0.01)       (0.03)        -     (0.01)      (0.24)             -
  In excess of net realized gains                        -            -         -     (0.10)          -              -
Total Distributions                                  (0.30)       (0.60)    (0.59)    (0.69)      (0.72)         (0.60)
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $ 12.44      $ 12.99   $ 12.87   $ 12.36     $ 12.64        $ 12.06
- -------------------------------------------------------------------------------------------------------------------------
Total Return                                        (1.97%)(C)    5.74%     9.13%     3.36%      10.95%(C)       4.45%
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                $38,253      $47,176   $34,729   $29,352     $ 7,426        $ 6,840
  Ratio of expenses to average net assets            0.87%(B)     0.88%     0.85%     0.83%       0.89%(B)       1.98%
  Ratio of net investment income to average net
    assets                                           4.34%(B)     4.36%     4.65%     4.54%       4.57%(B)       5.09%
  Ratio of expenses to average net assets*           0.95%(B)     0.88%     0.85%     0.89%       1.04%(B)       3.89%
  Ratio of net investment income to average net
    assets*                                          4.26%(B)     4.36%     4.65%     4.48%       4.42%(B)       3.18%
  Portfolio turnover(D)                             37.90%       22.05%    32.08%    64.51%      69.31%(C)      60.78%
</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)
  Effective March 1, 1995, the fund changed its fiscal year end from February 28
  to December 31. (B) Annualized. (C) Not Annualized. (D) Portfolio turnover is
  calculated on the basis of the fund as a whole without distinguishing among
  the classes of shares issued. (E) Upon reorganizing as a fund of One Group,
  the Pegasus Municipal Bond Fund became One Group Tax-Free Bond Fund. Financial
  highlights for the periods prior to March 22, 1999 represent the Pegasus
  Municipal Bond Fund.



<TABLE>
<CAPTION>
                                   FOR THE SIX                                    APRIL 4,      MARCH 1,     FEBRUARY 8,
                                   MONTHS ENDED     YEAR ENDED DECEMBER 31,       1995 TO        1994 TO       1994 TO
                                     JUNE 30,     ---------------------------   DECEMBER 31,   DECEMBER 2,   FEBRUARY 28,
CLASS B                              1999(H)       1998      1997      1996      1995(C)(D)      1994(B)       1994(A)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>       <C>       <C>       <C>            <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                             $ 12.99      $ 12.86   $ 12.36   $ 12.65     $ 12.17        $ 12.14       $  12.37
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                 0.23         0.45      0.46      0.52        0.34           0.41           0.03
  Net realized and unrealized
    gains (losses) from
    investments                        (0.53)        0.18      0.54     (0.21)       0.72          (0.70)         (0.23)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities       (0.30)        0.63      1.00      0.31        1.06          (0.29)         (0.20)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                (0.24)       (0.47)    (0.50)    (0.49)      (0.34)         (0.41)         (0.03)
  Net realized gains                   (0.01)       (0.03)        -     (0.01)      (0.24)             -              -
  In excess of net realized gains          -            -         -     (0.10)          -              -              -
Total Distributions                    (0.25)       (0.50)    (0.50)    (0.60)      (0.58)         (0.41)         (0.03)
- ---------------------------------------------------------------------------------------------------------------------------------
  Conversion to Class A Shares(B)          -            -         -         -           -         (11.44)             -
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD       $ 12.44      $ 12.99   $ 12.86   $ 12.36     $ 12.65        $     -       $  12.14
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                          (2.31%)(F)    4.98%     8.26%     2.56%       8.81%(F)      (4.30%)(F)     (1.64%)(F)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                            $ 2,443      $ 2,142   $ 1,312   $   672     $   238        $     -       $      2
  Ratio of expenses to average
    net assets                         1.57%(E)     1.63%     1.60%     1.58%       1.66%(E)       3.18%(E)       0.50%(E)
  Ratio of net investment income
    to average net assets              3.64%(E)     3.61%     3.90%     3.79%       3.61%(E)       4.51%(E)       4.10%(E)
  Ratio of expenses to average
    net assets*                        1.61%(E)     1.63%     1.60%     1.70%       2.04%(E)       5.85%(E)       2.91%(E)
  Ratio of net investment income
    to average net assets*             3.60%(E)     3.61%     3.90%     3.67%       3.23%(E)       1.84%(E)       1.69%(E)
  Portfolio turnover(G)               37.90%       22.05%    32.08%    64.51%      69.31%(F)      60.78%(F)     175.06%(F)
</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) On December 2, 1994, the fund
  terminated its offering of Class B Shares and such shares converted to Class A
  Shares. (C) Re-offering date of Class B Shares. (D) Effective March 1, 1995,
  the fund changed its fiscal year end from February 28 to December 31. (E)
  Annualized. (F) Not Annualized. (G) Portfolio turnover is calculated on the
  basis of the fund as a whole without distinguishing among the classes of
  shares issued. (H) Upon reorganizing as a fund of One Group, the Pegasus
  Municipal Bond Fund became One Group Tax-Free Bond Fund. Financial highlights
  for the periods prior to March 22, 1999 represent the Pegasus Municipal Bond
  Fund.

<PAGE>   296

                                                                              75

- -------------------------------------
                           Tax-Free Bond Fund


<TABLE>
<CAPTION>
                                               FOR THE SIX                                      MARCH 1,     FEBRUARY 1,
                                               MONTHS ENDED      YEAR ENDED DECEMBER 31,        1995 TO        1995 TO
                                                 JUNE 30,     -----------------------------   DECEMBER 31,   FEBRUARY 28,
CLASS I                                          1999(F)       1998       1997       1996       1995(B)        1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>       <C>        <C>        <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD             $  12.98     $ 12.86   $  12.36   $  12.63     $  12.06       $  12.06
- -------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.29        0.60       0.61       0.65         0.52           0.05
  Net realized and unrealized gains (losses)
    from investments                                (0.52)       0.16       0.51      (0.20)        0.81              -
- -------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                    (0.23)       0.76       1.12       0.45         1.33           0.05
- -------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             (0.30)      (0.61)     (0.62)     (0.61)       (0.52)         (0.05)
  Net realized gains                                (0.01)      (0.03)         -      (0.01)       (0.24)             -
  In excess of net realized gains                       -           -          -      (0.10)           -              -

Total Distributions                                 (0.31)      (0.64)     (0.62)     (0.72)       (0.76)         (0.05)
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                   $  12.44     $ 12.98   $  12.86   $  12.36     $  12.63       $  12.06
- -------------------------------------------------------------------------------------------------------------------------
Total Return                                       (1.78%)(D)   6.01%      9.32%      3.76%       11.20%(D)       0.39%(D)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)              $795,839     $841,715  $355,814   $338,104     $240,160       $220,143
  Ratio of expenses to average net assets           0.63%(C)    0.63%      0.60%      0.58%        0.54%(C)       0.65%(C)
  Ratio of net investment income to average
    net assets                                      4.60%(C)    4.61%      4.90%      4.79%        4.95%(C)       5.45%(C)
  Ratio of expenses to average net assets*          0.66%(C)    0.63%      0.60%      0.68%        0.67%(C)       0.79%(C)
  Ratio of net investment income to average
    net assets*                                     4.57%(C)    4.61%      4.90%      4.69%        4.82%(C)       5.31%(C)
  Portfolio turnover(E)                            37.90%      22.05%     32.08%     64.51%       69.31%(D)      60.78%(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) Effective March 1, 1995, the fund
  changed its fiscal year end from February 28 to December 31. (C) Annualized.
  (D) Not Annualized. (E) Portfolio turnover is calculated on the basis of the
  fund as a whole without distinguishing among the classes of shares issued. See
  notes to financial statements. (F) Upon reorganizing as a fund of One Group,
  the Pegasus Municipal Bond Fund became One Group Tax-Free Bond Fund. Financial
  highlights for the periods prior to March 22, 1999 represent the Pegasus
  Municipal Bond Fund.

<PAGE>   297

76
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Municipal Income Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                  YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------------
CLASS A                                                         1999         1998         1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>          <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.14     $   9.87     $   9.69     $  9.72     $   9.67
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.47         0.49         0.51        0.55         0.55
  Net realized and unrealized gains (losses) from
    investments                                                  (0.19)        0.27         0.18       (0.04)        0.05
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.28         0.76         0.69        0.51         0.60
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.47)       (0.49)       (0.51)      (0.54)       (0.55)

Total Distributions                                              (0.47)       (0.49)       (0.51)      (0.54)       (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.95     $  10.14     $   9.87     $  9.69     $   9.72
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                     2.80%        7.84%        7.24%       5.35%        6.21%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $188,143     $101,805     $ 41,829     $25,787     $ 11,462
  Ratio of expenses to average net assets                        0.82%        0.82%        0.82%       0.81%        0.81%
  Ratio of net investment income to average net assets           4.62%        4.83%        5.13%       5.45%        5.76%
  Ratio of expenses to average net assets*                       1.01%        1.02%        1.03%       1.11%        1.09%
  Ratio of net investment income to average net assets*          4.43%        4.63%        4.92%       5.15%        5.48%
  Portfolio turnover(A)                                         55.03%       69.76%       62.83%      83.17%       66.02%
</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.


<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                              ---------------------------------------------------------
CLASS B                                                        1999         1998         1997        1996        1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.10     $   9.84     $   9.66     $  9.69     $  9.62
- -------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.41         0.42         0.44        0.47        0.49
  Net realized and unrealized gains (losses) from
    investments                                                 (0.19)        0.26         0.18       (0.03)       0.07
- -------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.22         0.68         0.62        0.44        0.56
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.41)       (0.42)       (0.44)      (0.47)      (0.49)

Total Distributions                                             (0.41)       (0.42)       (0.44)      (0.47)      (0.49)
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.91     $  10.10     $   9.84     $  9.66     $  9.69
- -------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    2.14%        7.04%        6.55%       4.65%       5.58%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $97,899     $ 56,911     $ 36,258     $23,204     $ 8,326
  Ratio of expenses to average net assets                       1.47%        1.47%        1.47%       1.46%       1.46%
  Ratio of net investment income to average net assets          3.99%        4.18%        4.48%       4.80%       5.14%
  Ratio of expenses to average net assets*                      1.67%        1.67%        1.67%       1.76%       1.74%
  Ratio of net investment income to average net assets*         3.79%        3.98%        4.28%       4.50%       4.86%
  Portfolio turnover(A)                                        55.03%       69.76%       62.83%      83.17%      66.02%
</TABLE>


* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been indicated. (A)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   298

                                                                              77

- -------------------------------------
                           Municipal Income Fund


<TABLE>
<CAPTION>
                                                              YEAR ENDED JUNE 30,      NOVEMBER 4, 1997
CLASS C                                                              1999             TO JUNE 30, 1998(A)
- -----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                     <C>                 <C>
NET ASSET VALUE, BEGINNING OF PERIOD                               $  10.09                 $  9.96
- -----------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                0.41                    0.68
  Net realized and unrealized gains (losses) from
    investments                                                       (0.18)                   0.13
- -----------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                       0.23                    0.81
- -----------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                               (0.41)                  (0.68)

Total Distributions                                                   (0.41)                  (0.68)
- -----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                     $   9.91                 $ 10.09
- -----------------------------------------------------------------------------------------------------------------
Total Return                                                          2.24%                   8.28%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                                $ 13,737                 $ 2,216
  Ratio of expenses to average net assets                             1.47%                   1.47%(C)
  Ratio of net investment income to average net assets                3.93%                   4.18%(C)
  Ratio of expenses to average net assets*                            1.66%                   1.67%(C)
  Ratio of net investment income to average net assets*               3.74%                   3.98%(C)
  Portfolio turnover(D)                                              55.03%                  69.76%
</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>

                                                                                 YEAR ENDED JUNE 30,
                                                             ------------------------------------------------------------
CLASS I                                                        1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $  10.11     $   9.84     $   9.66     $   9.69     $   9.66
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.50         0.51         0.53         0.56         0.57
  Net realized and unrealized gains (losses) from
    investments                                                 (0.19)        0.27         0.18        (0.03)        0.03
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.31         0.78         0.71         0.53         0.60
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.50)       (0.51)       (0.53)       (0.56)       (0.57)

Total Distributions                                             (0.50)       (0.51)       (0.53)       (0.56)       (0.57)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $   9.92     $  10.11     $   9.84     $   9.66     $   9.69
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    3.06%        8.09%        7.49%        5.54%        6.46%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                          $744,647     $617,885     $408,577     $241,115     $185,916
  Ratio of expenses to average net assets                       0.57%        0.57%        0.57%        0.56%        0.56%
  Ratio of net investment income to average net assets          4.92%        5.08%        5.38%        5.70%        6.02%
  Ratio of expenses to average net assets*                      0.67%        0.67%        0.68%        0.76%        0.74%
  Ratio of net investment income to average net assets*         4.82%        4.98%        5.27%        5.50%        5.84%
  Portfolio turnover(A)                                        55.03%       69.76%       62.83%       83.17%       66.02%
</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.
<PAGE>   299

78
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Arizona Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                      JANUARY 20, 1997
                                                              YEAR ENDED JUNE 30,         THROUGH
                                                              -------------------         JUNE 30,
CLASS A                                                        1999        1998           1997(A)
- --------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.08     $  9.99          $10.00
- --------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.44        0.46            0.15
  Net realized and unrealized gains (losses) from
    investments                                                 (0.26)       0.16           (0.01)
- --------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.18        0.62            0.14
- --------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.44)      (0.46)          (0.15)
  Net realized gain                                             (0.15)      (0.07)              -

Total Distributions                                             (0.59)      (0.53)          (0.15)
- --------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.67     $ 10.08          $ 9.99
- --------------------------------------------------------------------------------------------------------------
Total Return                                                    1.69%       6.30%           1.40%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 1,799     $ 1,321          $1,500
  Ratio of expenses to average net assets                       0.86%       0.84%           0.85%(C)
  Ratio of net investment income to average net assets          4.37%       4.53%           4.90%(C)
  Ratio of expenses to average net assets*                      1.02%       1.01%           0.96%(C)
  Ratio of net investment income to average net assets*         4.21%       4.36%           4.79%(C)
  Portfolio turnover(D)                                        16.29%      20.89%           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
                                                              YEAR ENDED JUNE 30,         THROUGH
                                                              -------------------         JUNE 30,
CLASS B                                                        1999        1998           1997(A)
- --------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.16     $ 10.09          $10.00
- --------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.37        0.13            0.00
  Net realized and unrealized gains (losses) from
    investments                                                 (0.26)       0.14            0.09
- --------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.11        0.27            0.09
- --------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.37)      (0.13)              -
  Net realized gains                                            (0.15)      (0.07)              -

Total Distributions                                             (0.52)      (0.20)              -
- --------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  9.75     $ 10.16          $10.09
- --------------------------------------------------------------------------------------------------------------
Total Return                                                    1.04%       2.67%           0.90%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $   640     $   290               -(C)
  Ratio of expenses to average net assets                       1.50%       1.50%               -(D)
  Ratio of net investment income to average net assets          3.67%       3.88%               -(D)
  Ratio of expenses to average net assets*                      1.66%       1.64%               -(D)
  Ratio of net investment income to average net assets*         3.51%       3.74%               -(D)
  Portfolio turnover(E)                                        16.29%      20.89%           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>   300

                                                                              79

- -------------------------------------
                           Arizona Municipal Bond Fund


<TABLE>
<CAPTION>
                                                                                        JANUARY 20, 1997
                                                               YEAR ENDED JUNE 30,          THROUGH
                                                              ---------------------         JUNE 30,
CLASS I                                                         1999         1998           1997(A)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.15     $  10.06         $  10.00
- ----------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.46         0.49             0.23
  Net realized and unrealized gains from investments             (0.26)        0.16             0.06
- ----------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.20         0.65             0.29
- ----------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.46)       (0.49)           (0.23)
  Net realized gain                                              (0.15)       (0.07)               -

Total Distributions                                              (0.61)       (0.56)           (0.23)
- ----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.74     $  10.15         $  10.06
- ----------------------------------------------------------------------------------------------------------------
Total Return                                                     1.94%        6.58%            2.90%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $233,360     $248,590         $255,755
  Ratio of expenses to average net assets                        0.61%        0.59%            0.59%(C)
  Ratio of net investment income to average net assets           4.59%        4.79%            5.09%(C)
  Ratio of expenses to average net assets*                       0.67%        0.65%            0.66%(C)
  Ratio of net investment income to average net assets*          4.53%        4.73%            5.02%(C)
  Portfolio turnover(D)                                         16.29%       20.89%            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>   301

80
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Kentucky Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                                             JANUARY 20,
                                                                         YEAR ENDED JUNE 30,                   1995 TO
                                                              ------------------------------------------      JUNE 30,
CLASS A                                                        1999        1998       1997        1996         1995(A)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>        <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.41     $10.21     $ 10.05     $  9.93       $  9.49
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.47       0.49        0.48        0.44          0.19
  Net realized and unrealized gains from investments            (0.28)      0.20        0.16        0.12          0.44
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.19       0.69        0.64        0.56          0.63
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.47)     (0.49)      (0.48)      (0.44)        (0.19)

Total Distributions                                             (0.47)     (0.49)      (0.48)      (0.44)        (0.19)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 10.13     $10.41     $ 10.21     $ 10.05       $  9.93
- --------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    1.79%      6.86%       6.46%       5.70%         5.66%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $10,075     $7,899     $ 5,554     $ 8,178       $ 8,818
  Ratio of expenses to average net assets                       0.86%      0.85%       0.84%       0.93%         0.90%(C)
  Ratio of net investment income to average net assets          4.50%      4.69%       4.66%       4.35%         4.44%(C)
  Ratio of expenses to average net assets*                      1.06%      1.04%       1.04%       1.37%         1.33%(C)
  Ratio of net investment income to average net assets*         4.30%      4.50%       4.46%       3.91%         4.01%(C)
  Portfolio turnover(D)                                         6.30%      5.81%      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 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.


<TABLE>
<CAPTION>
                                                                                                            MARCH 16,
                                                                         YEAR ENDED JUNE 30,                 1995 TO
                                                              -----------------------------------------     JUNE 30,
CLASS B                                                        1999       1998       1997        1996        1995(A)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>         <C>         <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $10.35     $10.15     $  9.99     $  9.87      $  9.75
- -----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                         0.40       0.42        0.41        0.38         0.14
  Net realized and unrealized gains from investments           (0.29)      0.20        0.16        0.13         0.12
- -----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                0.11       0.62        0.57        0.51         0.26
- -----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.40)     (0.42)      (0.41)      (0.39)      (0.14)

Total Distributions                                            (0.40)     (0.42)      (0.41)      (0.39)      (0.14)
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $10.06     $10.35     $ 10.15     $  9.99      $  9.87
- -----------------------------------------------------------------------------------------------------------------------------
Total Return                                                   1.05%      6.20%       5.81%       5.16%        2.63%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $15,135    $5,581     $ 2,399     $ 1,457      $    79
  Ratio of expenses to average net assets                      1.51%      1.51%       1.47%       1.58%        1.58%(C)
  Ratio of net investment income to average net assets         3.85%      4.04%       4.05%       3.70%        3.89%(C)
  Ratio of expenses to average net assets*                     1.71%      1.70%       1.70%       2.02%        2.21%(C)
  Ratio of net investment income to average net assets*        3.65%      3.85%       3.82%       3.26%        3.25%(C)
  Portfolio turnover(D)                                        6.30%      5.81%      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 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>   302

                                                                              81

- -------------------------------------
                           Kentucky Municipal Bond Fund

<TABLE>
<CAPTION>
                                                                                               JANUARY 20,   FEBRUARY 1,
                                                             YEAR ENDED JUNE 30,                 1995 TO       1994 TO
                                                 -------------------------------------------    JUNE 30,     JANUARY 19,
CLASS I                                            1999        1998        1997       1996       1995(A)       1995(B)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>         <C>       <C>           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD             $  10.40    $  10.20    $  10.04    $  9.92     $  9.49       $ 10.45
- -------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.50        0.51        0.50       0.50        0.20          0.41
  Net realized and unrealized gains (losses)
    from investments                                (0.28)       0.20        0.16       0.12        0.43         (0.95)
- -------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                     0.22        0.71        0.66       0.62        0.63         (0.54)
- -------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             (0.50)      (0.51)      (0.50)     (0.50)      (0.20)        (0.42)

Total Distributions                                 (0.50)      (0.51)      (0.50)     (0.50)      (0.20)        (0.42)
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                   $  10.12    $  10.40    $  10.20    $ 10.04     $  9.92       $  9.49
- -------------------------------------------------------------------------------------------------------------------------
Total Return                                        2.05%       7.11%       6.74%      6.35%       6.56%(D)     (5.17%)(D)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)              $122,917    $122,220    $116,830    $30,300     $32,520       $41,953
  Ratio of expenses to average net assets           0.61%       0.60%       0.59%      0.68%       0.65%(C)      1.03%(C)
  Ratio of net investment income to average net
    assets                                          4.77%       4.94%       5.12%      4.60%       4.70%(C)      4.27%(C)
  Ratio of expenses to average net assets*          0.71%       0.69%       0.72%      1.02%       0.97%(C)      1.05%(C)
  Ratio of net investment income to average net
    assets*                                         4.67%       4.85%       4.99%      4.26%       4.38%(C)      4.25%(C)
  Portfolio turnover(E)                             6.30%       5.81%      13.30%     16.78%      19.75%        10.00%
</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 One Group. (B) Prior to reorganizing
  as a fund of One Group, the Fund offered only one class of shares. (C)
  Annualized. (D) Not Annualized. (E) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.

<PAGE>   303

82
[PHOTO]
ONE GROUP(R)
- ------------------------------------
                           FINANCIAL HIGHLIGHTS
                           Louisiana Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                        SEVEN
                                                                                        MONTHS
                                                       YEAR ENDED JUNE 30,              ENDED        YEAR ENDED JUNE 30,
                                                ----------------------------------     JUNE 30,     ---------------------
CLASS A                                          1999        1998          1997        1996(A)        1995         1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>         <C>            <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD            $ 10.26     $ 10.10      $  9.93       $ 10.09      $   9.38     $ 10.27
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                            0.45        0.47         0.47          0.24          0.50        0.49
  Net realized and unrealized gains (losses)
    from investments                              (0.28)       0.16         0.17         (0.16)         0.71       (0.79)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                   0.17        0.63         0.64          0.08          1.21       (0.30)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                           (0.45)      (0.47)       (0.47)        (0.24)        (0.50)      (0.49)
  Net realized gains                              (0.02)          -            -             -             -       (0.10)
Total Distributions                               (0.47)      (0.47)       (0.47)        (0.24)        (0.50)      (0.59)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $  9.96     $ 10.26      $ 10.10       $  9.93      $  10.09     $  9.38
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                      1.67%       6.35%        6.55%         0.84%(B)     13.11%      (2.97%)
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)             $75,958     $47,078      $48,498       $53,479      $206,119     $196,820
  Ratio of expenses to average net assets         0.86%       0.85%        0.87%         0.69%(C)      0.62%       0.65%
  Ratio of net investment income to average
    net assets                                    4.40%       4.60%        4.66%         4.71%(C)      5.07%       4.97%
  Ratio of expenses to average net assets*        1.20%       1.18%        1.19%         0.86%(C)      0.77%       0.80%
  Ratio of net investment income to average
    net assets*                                   4.06%       4.27%        4.34%         4.54%(C)      4.92%       4.82%
  Portfolio turnover(D)                          19.67%      12.03%       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 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.


<TABLE>
<CAPTION>
                                                                               SEVEN
                                                                               MONTHS                       SEPTEMBER 16,
                                              YEAR ENDED JUNE 30,              ENDED        YEAR ENDED         THROUGH
                                       ----------------------------------     JUNE 30,     NOVEMBER 30,     NOVEMBER 30,
CLASS B                                 1999        1998          1997        1996(A)          1995            1994(B)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>            <C>          <C>              <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD   $ 10.26     $ 10.10      $  9.93       $ 10.09        $  9.36           $  9.73
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                   0.39        0.41         0.40          0.21           0.42              0.08
  Net realized and unrealized gains
    (losses) from investments            (0.27)       0.16         0.17         (0.16)          0.73             (0.37)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities          0.12        0.57         0.57          0.05           1.15             (0.29)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                  (0.39)      (0.41)       (0.40)        (0.21)         (0.42)            (0.08)
  Net realized gains                     (0.02)          -            -             -              -                 -
Total Distributions                      (0.41)      (0.41)       (0.40)        (0.21)         (0.42)            (0.08)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD         $  9.97     $ 10.26      $ 10.10       $  9.93        $ 10.09           $  9.36
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                             1.11%       5.69%        5.87%         0.48%(C)      12.52%            (2.94%)(C)
RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)    $10,866     $ 5,474      $ 3,835       $ 3,223        $ 2,115           $   204
  Ratio of expenses to average net
    assets                               1.51%       1.50%        1.51%         1.50%(D)       1.37%             1.41%(D)
  Ratio of net investment income to
    average net assets                   3.74%       3.95%        4.02%         3.98%(D)       4.27%             4.45%(D)
  Ratio of expenses to average net
    assets*                              1.85%       1.83%        1.85%         1.70%(D)       1.52%             1.56%(D)
  Ratio of net investment income to
    average net assets*                  3.40%       3.62%        3.68%         3.78%(D)       4.12%             4.30%(D)
  Portfolio turnover(E)                 19.67%      12.03%       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 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) Period from commencement of operations. (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>   304

                                                                              83

- -------------------------------------
                           Louisiana Municipal Bond Fund

<TABLE>
<CAPTION>
                                                                                                       YEAR ENDED
                                                                     YEAR ENDED JUNE 30,             MARCH 26, 1996
                                                              ---------------------------------     THROUGH JUNE 30,
CLASS I                                                         1999        1998         1997           1996(A)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.26     $ 10.10     $   9.93         $  10.00
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.48        0.50         0.49             0.13
  Net realized and unrealized gains (losses) from
    investments                                                  (0.28)       0.16         0.17            (0.07)
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.20        0.66         0.66             0.06
- ----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.48)      (0.50)       (0.49)           (0.13)
  Net realized gains                                             (0.02)          -            -                -

Total Distributions                                              (0.50)      (0.50)       (0.49)           (0.13)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   9.96     $ 10.26     $  10.10         $   9.93
- ----------------------------------------------------------------------------------------------------------------------------
Total Return                                                     1.92%       6.62%        6.81%            0.90%(B)(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $106,294     $92,690     $113,338         $136,041
  Ratio of expenses to average net assets                        0.61%       0.60%        0.62%            0.71%(D)
  Ratio of net investment income to average net assets           4.66%       4.85%        4.91%            4.76%(D)
  Ratio of expenses to average net assets*                       0.85%       0.83%        0.84%            0.86%(D)
  Ratio of net investment income to average net assets*          4.42%       4.62%        4.69%            4.61%(D)
  Portfolio turnover(E)                                         19.67%      12.03%       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 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 Class I 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.
<PAGE>   305

84
[PHOTO]
ONE GROUP(R)
- ------------------------------------
                           FINANCIAL HIGHLIGHTS
                           Michigan Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                FOR THE SIX
                                                MONTHS ENDED                     YEAR ENDED DECEMBER 31,
                                                  JUNE 30,       -------------------------------------------------------
CLASS A                                           1999(D)         1998        1997        1996        1995        1994
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>         <C>         <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD              $ 11.03        $ 10.93     $ 10.48     $ 10.60     $  9.54     $ 10.60
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.24           0.47        0.49        0.48        0.48        0.50
  Net realized and unrealized gains (losses)
    from investments and futures                    (0.40)          0.13        0.44       (0.14)       1.06       (1.06)
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                    (0.16)          0.60        0.93        0.34        1.54       (0.56)
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             (0.24)         (0.48)      (0.48)      (0.46)      (0.48)      (0.50)
  From net realized gain                                -          (0.02)          -           -           -           -

Total Distributions                                 (0.24)         (0.50)      (0.48)      (0.46)      (0.48)      (0.50)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                    $ 10.63        $ 11.03     $ 10.93     $ 10.48     $ 10.60     $  9.54
- --------------------------------------------------------------------------------------------------------------------------------
Total Return                                       (1.47%)(A)      5.61%       9.15%       3.32%      16.49%      (5.42%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)               $22,217        $22,876     $18,687     $18,575     $21,034     $21,106
  Ratio of expenses to average net assets           0.88%(B)       0.91%       0.92%       0.88%       0.79%       0.53%
  Ratio of net investment income to average
    net assets                                      4.35%(B)       4.27%       4.59%       4.57%       4.71%       5.01%
  Ratio of expenses to average net assets*          0.96%(B)       0.92%       0.98%       0.96%       1.04%       1.05%
  Ratio of net investment income to average
    net assets*                                     4.27%(B)       4.26%       4.53%       4.49%       4.46%       4.49%
  Portfolio turnover(C)                            10.60%         23.33%      37.84%      24.49%      26.97%      25.93%
</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 classes of shares issued.
  (D) Upon reorganizing as a fund of One Group, the Pegasus Michigan Municipal
  Bond Fund became One Group Michigan Municipal Bond Fund. Financial highlights
  for periods prior to March 22, 1999 represent the Pegasus Michigan Municipal
  Bond Fund.



<TABLE>
<CAPTION>
                                                               PERIOD          YEAR ENDED          SEPTEMBER 23,
                                                               ENDED          DECEMBER 31,            1996 TO
                                                              JUNE 30,     -------------------     DECEMBER 31,
CLASS B                                                       1999(E)       1998        1997          1996(A)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>         <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.68      $ 10.59     $ 10.18        $ 10.00
- ------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.20         0.39        0.38           0.07
  Net realized and unrealized gains (losses) from
    investments and futures                                     (0.40)        0.12        0.44           0.17
- ------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                (0.20)        0.51        0.82           0.24
- ------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.20)       (0.40)      (0.41)         (0.06)
  From net realized gain                                            -        (0.02)          -              -

Total Distributions                                             (0.20)       (0.42)      (0.41)         (0.06)
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 10.28      $ 10.68     $ 10.59        $ 10.18
- ------------------------------------------------------------------------------------------------------------------------
Total Return                                                   (1.86%)(B)    4.92%       8.26%          2.45%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 6,771      $ 1,940     $   707        $   110
  Ratio of expenses to average net assets                       1.59%(C)     1.66%       1.67%          1.69%(C)
  Ratio of net investment income to average net assets          3.64%(C)     3.52%       3.84%          2.01%(C)
  Ratio of expenses to average net assets*                      1.70%(C)     1.67%       1.73%          1.77%(C)
  Ratio of net investment income to average net assets*         3.53%(C)     3.51%       3.78%          1.93%(C)
  Portfolio turnover(D)                                        10.60%       23.33%      37.84%         24.49%
</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 the 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 classes of shares issued. (E) Upon
  reorganizing as a fund of One Group, the Pegasus Michigan Municipal Bond Fund
  became One Group Michigan Municipal Bond Fund. Financial highlights for
  periods prior to March 22, 1999 represent the Pegasus Michigan Municipal Bond
  Fund.

<PAGE>   306

                                                                              85

- -------------------------------------
                           Michigan Municipal Bond Fund


<TABLE>
<CAPTION>
                                               FOR THE SIX
                                              MONTHS ENDED                       YEAR ENDED DECEMBER 31,
                                                JUNE 30,        ---------------------------------------------------------
CLASS I                                          1999(D)          1998         1997        1996        1995        1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>          <C>          <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD            $  11.03        $  10.93     $  10.48     $ 10.60     $  9.54     $ 10.60
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                             0.25            0.50         0.51        0.49        0.48        0.50
  Net realized and unrealized gains from
    investments                                    (0.41)           0.13         0.45       (0.14)       1.06       (1.06)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                   (0.16)           0.63         0.96        0.35        1.54       (0.56)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                            (0.25)          (0.51)       (0.51)      (0.47)      (0.48)      (0.50)
  From net realized gain                               -           (0.02)           -           -           -           -

Total Distributions                                (0.25)          (0.53)       (0.51)      (0.47)      (0.48)      (0.50)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $  10.62        $  11.03     $  10.93     $ 10.48     $ 10.60     $  9.54
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                      (1.46%)(A)       5.94%        9.42%       3.44%       16.49      (5.42%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)             $309,445        $298,842     $ 61,768     $41,909     $32,419     $24,157
  Ratio of expenses to average net assets          0.66%(B)        0.66%        0.67%       0.77%       0.79%       0.53%
  Ratio of net investment income to average
    net assets                                     4.60%(B)        4.52%        4.84%       4.68%       4.71%       5.01%
  Ratio of expenses to average net assets*         0.69%(B)        0.67%        0.73%       0.85%       1.04%       1.05%
  Ratio of net investment income to average
    net assets*                                    4.57%(B)        4.51%        4.78%       4.60%       4.46%       4.49%
  Portfolio turnover(C)                           10.60%          23.33%       37.84%      24.49%      26.97%      25.93%
</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 classes of shares issued.
  (D) Upon reorganizing as a fund of One Group, the Pegasus Michigan Municipal
  Bond Fund became One Group Michigan Municipal Bond Fund. Financial highlights
  for periods prior to March 22, 1999 represent the Pegasus Michigan Municipal
  Bond Fund.

<PAGE>   307

86
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Ohio Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              ------------------------------------------------------
CLASS A                                                        1999        1998        1997       1996        1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>        <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 11.11     $ 10.91     $10.72     $ 10.68     $ 10.61
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.51        0.54       0.54        0.55        0.53
  Net realized and unrealized gains (losses) from
    investments                                                 (0.33)       0.20       0.19        0.03        0.07
- ----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.18        0.74       0.73        0.58        0.60
- ----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.51)      (0.54)     (0.54)      (0.54)      (0.51)
  In excess of net investment income                                -           -          -           -       (0.02)

Total Distributions                                             (0.51)      (0.54)     (0.54)      (0.54)      (0.53)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 10.78     $ 11.11     $10.91     $ 10.72     $ 10.68
- ----------------------------------------------------------------------------------------------------------------------------
Total Return                                                    1.59%       6.87%      6.95%       5.44%       5.79%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $26,876     $17,297     $16,114    $16,507     $12,006
  Ratio of expenses to average net assets                       0.81%       0.79%      0.79%       0.82%       0.82%
  Ratio of net investment income to average net assets          4.57%       4.83%      4.96%       4.92%       5.01%
  Ratio of expenses to average net assets*                      1.18%       1.18%      1.19%       1.30%       1.25%
  Ratio of net investment income to average net assets*         4.20%       4.44%      4.56%       4.44%       4.58%
  Portfolio turnover(A)                                        13.69%      10.49%      7.45%      24.61%      77.69%
</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.


<TABLE>
<CAPTION>
                                                                                YEAR ENDED JUNE 30,
                                                              -------------------------------------------------------
CLASS B                                                        1999        1998        1997        1996        1995
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 11.18     $ 10.98     $ 10.79     $ 10.75     $ 10.68
- -----------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.44        0.47        0.47        0.48        0.43
  Net realized and unrealized gains (losses) from
    investments                                                 (0.32)       0.20        0.19        0.03        0.07
- -----------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.12        0.67        0.66        0.51        0.50
- -----------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.44)      (0.47)      (0.47)      (0.47)      (0.43)

Total Distributions                                             (0.44)      (0.47)      (0.47)      (0.47)      (0.43)
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 10.86     $ 11.18     $ 10.98     $ 10.79     $ 10.75
- -----------------------------------------------------------------------------------------------------------------------------
Total Return                                                    1.01%       6.20%       6.26%       4.79%       5.17%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $49,703     $26,138     $14,316     $ 8,854     $ 3,209
  Ratio of expenses to average net assets                       1.46%       1.44%       1.44%       1.47%       1.48%
  Ratio of net investment income to average net assets          3.89%       4.19%       4.33%       4.27%       4.40%
  Ratio of expenses to average net assets*                      1.83%       1.83%       1.84%       1.95%       1.91%
  Ratio of net investment income to average net assets*         3.52%       3.80%       3.93%       3.79%       3.97%
  Portfolio turnover(A)                                        13.69%      10.49%       7.45%      24.61%      77.69%
</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.
<PAGE>   308

                                                                              87

- -------------------------------------
                           Ohio Municipal Bond Fund

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS I                                                         1999         1998         1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>          <C>         <C>     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  11.08     $  10.88     $  10.69     $ 10.65     $ 10.58
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.54         0.56         0.56        0.56        0.55
  Net realized and unrealized gains from investments             (0.33)        0.20         0.19        0.04        0.07
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.21         0.76         0.75        0.60        0.62
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.54)       (0.56)       (0.56)      (0.56)      (0.55)

Total Distributions                                              (0.54)       (0.56)       (0.56)      (0.56)      (0.55)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  10.75     $  11.08     $  10.88     $ 10.69     $ 10.65
- --------------------------------------------------------------------------------------------------------------------------------
Total Return                                                     1.84%        7.13%        7.22%       5.69%       6.07%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $160,493     $149,890     $133,172     $80,611     $79,993
  Ratio of expenses to average net assets                        0.56%        0.54%        0.54%       0.57%       0.58%
  Ratio of net investment income to average net assets           4.86%        5.09%        5.24%       5.17%       5.29%
  Ratio of expenses to average net assets*                       0.83%        0.83%        0.84%       0.95%       0.91%
  Ratio of net investment income to average net assets*          4.59%        4.80%        4.94%       4.79%       4.96%
  Portfolio turnover(A)                                         13.69%       10.49%        7.45%      24.61%      77.69%
</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.
<PAGE>   309

88
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           West Virginia Municipal Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                      JANUARY 20,
                                                                  YEAR ENDED              1997
                                                                   JUNE 30,             THROUGH
                                                              -------------------       JUNE 30,
CLASS A                                                        1999        1998         1997(A)
- ----------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.36     $ 10.15       $ 10.00
- ----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.47        0.48          0.16
  Net realized and unrealized gains from investments            (0.32)       0.21          0.15
- ----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.15        0.69          0.31
- ----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.47)      (0.48)        (0.16)
  Net realized gains                                            (0.01)          -             -

Total Distributions                                             (0.48)      (0.48)        (0.16)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 10.03     $ 10.36       $ 10.15
- ----------------------------------------------------------------------------------------------------------
Total Return                                                    1.37%       6.98%         3.08%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 3,570     $ 2,024       $   808
  Ratio of expenses to average net assets                       0.85%       0.85%         0.84%(C)
  Ratio of net investment income to average net assets          4.42%       4.68%         4.94%(C)
  Ratio of expenses to average net assets*                      1.05%       1.07%         0.97%(C)
  Ratio of net investment income to average net assets*         4.22%       4.46%         4.81%(C)
  Portfolio turnover(D)                                        15.24%      16.69%         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,
                                                                     YEAR ENDED              1997
                                                                      JUNE 30,             THROUGH
                                                                 -------------------       JUNE 30,
CLASS B                                                           1999        1998         1997(A)
- -------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $ 10.35     $ 10.12       $ 10.00
- -------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                             0.40        0.42          0.14
  Net realized and unrealized gains from investments               (0.31)       0.23          0.12
- -------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                    0.09        0.65          0.26
- -------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.40)      (0.42)        (0.14)
  Net realized gains                                               (0.01)          -             -

Total Distributions                                                (0.41)      (0.42)        (0.14)
- -------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                   $ 10.03     $ 10.35       $ 10.12
- -------------------------------------------------------------------------------------------------------------
Total Return                                                       0.80%       6.57%         2.64%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                              $ 7,505     $ 3,352       $   614
  Ratio of expenses to average net assets                          1.50%       1.50%         1.49%(C)
  Ratio of net investment income to average net assets             3.79%       4.05%         4.08%(C)
  Ratio of expenses to average net assets*                         1.71%       1.72%         1.62%(C)
  Ratio of net investment income to average net assets*            3.58%       3.83%         3.95%(C)
  Portfolio turnover(D)                                           15.24%      16.69%         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>   310

                                                                              89

- -------------------------------------
                           West Virginia Municipal Bond Fund

<TABLE>
<CAPTION>
                                                                                        JANUARY 20,
                                                                                           1997
                                                                                          THROUGH
                                                                 YEAR ENDED JUNE 30,     JUNE 30,
                                                                 -------------------      1997(A)
CLASS I                                                           1999        1998      -----------
- -----------------------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $ 10.28    $  10.06      $ 10.00
Investment Activities:
  Net investment income                                             0.49        0.50         0.22
  Net realized and unrealized gains from investments               (0.31)       0.22         0.06
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                    0.18        0.72         0.28
- -----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.49)      (0.50)       (0.22)
  Net realized gains                                               (0.01)         --           --

Total Distributions                                                (0.50)      (0.50)       (0.22)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                   $  9.96    $  10.28      $ 10.06
- -----------------------------------------------------------------------------------------------------------
Total Return                                                       1.71%       7.36%        2.84%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                              $98,391    $102,413      $96,270
  Ratio of expenses to average net assets                          0.61%       0.60%        0.59%(C)
  Ratio of net investment income to average net assets             4.74%       4.93%        5.04%(C)
  Ratio of expenses to average net assets*                         0.71%       0.72%        0.67%(C)
  Ratio of net investment income to average net assets*            4.64%       4.81%        4.96%(C)
  Portfolio turnover(D)                                           15.24%      16.69%        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>   311

90
ONE GROUP(R)

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

[PHOTO]

                                    Appendix A

- --------------------------------------------------------------------------------
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>
                                             One Group(R) Short-Term Municipal Bond Fund      1
                                             ------------------------------------------------------
                                            One Group(R) Intermediate Tax-Free Bond Fund      2
                                             ------------------------------------------------------
                                                         One Group(R) Tax-Free Bond Fund      3
                                             ------------------------------------------------------
                                                      One Group(R) Municipal Income Fund      4
                                             ------------------------------------------------------
                                                One Group(R) Arizona Municipal Bond Fund      5
                                             ------------------------------------------------------
                                               One Group(R) Kentucky Municipal Bond Fund      6
                                             ------------------------------------------------------
                                              One Group(R) Louisiana Municipal Bond Fund      7
                                             ------------------------------------------------------
                                               One Group(R) Michigan Municipal Bond Fund      8
                                             ------------------------------------------------------
                                                   One Group(R) Ohio Municipal Bond Fund      9
                                             ------------------------------------------------------
                                          One Group(R) West Virginia Municipal Bond Fund     10
                                             ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds,       1-10           Market
                                      STRIPS, and CUBES.
                                      -------------------------------------------------------------------------------
                                      Treasury Receipts: TRS, TIGRs, and CATS.              1-10           Market
                                      -------------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities         1-10           Market
                                      issued by agencies and instrumentalities of the
                                      U.S. Government. These include Credit Ginnie Mae,
                                      Fannie Mae and Freddie Mac.
                                      -------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1-10           Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for delivery at a future date.                           Liquidity
                                                                                                           Credit
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   312

                                                                              91

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Investment Company Securities: Shares of other        1-10           Market
                                      mutual funds, including money market funds of The
                                      One Group and shares of other money market mutual
                                      funds 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         1-10           Management
                                      buyer the right to buy, and obligates the seller                     Liquidity
                                      of the option to sell, a security at a specified                     Credit
                                      price. A put option gives the buyer the right to                     Market
                                      sell, and obligates the seller of the option to                      Leverage
                                      buy, a security at a specified price. The Funds
                                      will sell only covered call and secured put
                                      options.
                                      -------------------------------------------------------------------------------
                                      Futures and Related Options: A contract providing     1-10           Management
                                      for the future sale and purchase of a specified                      Market
                                      amount of a specified security, class of                             Credit
                                      securities, or an index at a specified time in the                   Liquidity
                                      future and at a specified price.                                     Leverage
                                      -------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1-10           Credit
                                      promissory notes issued by corporations and other                    Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      -------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1-10           Liquidity
                                      under the Securities Act of 1933, such as                            Market
                                      privately placed commercial paper and Rule 144A                      Credit
                                      securities.
                                      -------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:               1-10           Market
                                      Obligations with interest rates which are reset                      Credit
                                      daily, weekly, quarterly or some other period and                    Liquidity
                                      which may be payable to the Fund on demand.
                                      -------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          1-10           Pre-payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs"), and Real Estate Mortgage Investment                        Regulatory
                                      Conduits ("REMICs").
                                      -------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       1-10           Market
                                      puts and standby commitments to purchase the                         Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   313

92


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Swaps, Caps and Floors: A Fund may enter into         1-10           Management
                                      these transactions to manage its exposure to                         Credit
                                      changing interest rates and other factors. Swaps                     Liquidity
                                      involve an exchange of obligations by two parties.                   Market
                                      Caps and floors entitle a purchaser to a principal
                                      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       1-10           Management
                                      contracts and other financial products continue to                   Credit
                                      be developed and the Fund may invest in such                         Market
                                      options, contracts and products.                                     Liquidity
                                      -------------------------------------------------------------------------------
                                      Structured Instruments: Debt securities issued by     1-10           Market
                                      agencies and instrumentalities of the U.S.                           Liquidity
                                      government, banks, municipalities, corporations                      Management
                                      and other businesses whose interest and/or                           Credit
                                      principal payments are indexed to foreign currency                   Foreign
                                      exchange rates, interest rates, or one or more                       Investment
                                      other references indices.
                                      -------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state    1-10           Credit
                                      or political subdivision to obtain funds for                         Political
                                      various public purposes. Municipal securities                        Tax
                                      include private activity bonds and industrial                        Market
                                      development bonds, as well as General Obligation                     Regulatory
                                      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       1-10           Pre-payment
                                      multi-class mortgage securities which are usually                    Market
                                      structured with two classes of shares that receive                   Credit
                                      different proportions of the interest and                            Regulatory
                                      principal from a pool of mortgage assets. These
                                      include IO's and PO's.
                                      -------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        1-10           Pre-payment
                                      company receivables, home equity loans, truck and                    Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivables or other assets.
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   314

                                                                              93

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Zero-Coupon Debt Securities: Bonds and other debt     1-10           Credit
                                      that pay no interest, but are issued at a discount                   Market
                                      from their value at maturity. When held to
                                      maturity, their entire return equals the
                                      differences between their issue price and their
                                      maturity value.
                                      -------------------------------------------------------------------------------
                                      Inverse Floating Rate Instruments: Leveraged          1-10           Credit
                                      floating rate debt instruments with interest rates                   Market
                                      that reset in the opposite direction from the                        Leverage
                                      market rate of interest to which the inverse
                                      floater is indexed.
                                      -------------------------------------------------------------------------------
                                      Loan Participations and Assignments:                  1-10           Market
                                      Participations in, or assignments of municipal                       Credit
                                      securities, including municipal leases.                              Political
                                                                                                           Liquidity
                                                                                                           Tax
</TABLE>

- --------------------------------------------------------------------------------
 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.
<PAGE>   315

94

                        - 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.
<PAGE>   316

                                                                              95

                        - 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
                          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
                          lender has when a borrower defaults on 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>   317

                           (Intentionally Left Blank)
<PAGE>   318

                           (Intentionally Left Blank)
<PAGE>   319

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visiting www.onegroup.com, by calling
                        1-800-480-4111 or by writing the Funds at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-121      [ONE GROUP MUTUAL FUNDS LOGO]

<PAGE>   320
MONEY MARKET FUNDS

                         PROSPECTUS

                         NOVEMBER 1, 1999

                                                                [ONE GROUP LOGO]

                         One Group(R) Prime Money Market Fund

                         One Group(R) U.S. Treasury Securities Money Market Fund

                         One Group(R) Municipal Money Market Fund

                         One Group(R) Michigan Municipal Money Market Fund

                         One Group(R) Ohio Municipal Money Market Fund


                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
                         APPROVED OR DISAPPROVED THE SHARES OF ANY OF THE
                         FUNDS AS AN INVESTMENT OR DETERMINED WHETHER THIS
                         PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS
                         YOU OTHERWISE IS COMMITTING A CRIME.
<PAGE>   321

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                           One Group Prime Money Market Fund  2
                                                              ---------
        One Group U.S. Treasury Securities Money Market Fund  6
                                                              ---------
                       One Group Municipal Money Market Fund  10
                                                              ---------
              One Group Michigan Municipal Money Market Fund  14
                                                              ---------
                  One Group Ohio Municipal Money Market Fund  18
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  22
                                                              ---------
                                            Investment Risks  24
                                                              ---------
                                         Investment Policies  26
                                                              ---------
                              Portfolio Quality and Maturity  27
                                                              ---------
                               Temporary Defensive Positions  28
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  29
                                                              ---------
                                               Sales Charges  33
                                                              ---------
                                      Exchanging Fund Shares  36
                                                              ---------
                                       Redeeming Fund Shares  38
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  40
                                                              ---------
                                           Dividend Policies  41
                                                              ---------
                               Tax Treatment of Shareholders  41
                                                              ---------
                                       Shareholder Inquiries  43
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  44
                                                              ---------
                                               Advisory Fees  44
                                                              ---------
                              Year 2000 Readiness Disclosure  45
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  46
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  53
                                                              ---------
</TABLE>
<PAGE>   322




                         FUND SUMMARIES
                         INVESTMENTS, RISK & PERFORMANCE









<PAGE>   323

2
[PHOTO]
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Prime Money
                        Market Fund

WHAT IS THE GOAL OF THE
  PRIME MONEY
  MARKET FUND?          The Fund seeks current income with liquidity and
                        stability of principal.


WHAT ARE THE PRIME
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests exclusively in high quality, short-term
                        money market instruments. These instruments include
                        corporate notes, commercial paper, funding agreements,
                        certificates of deposit, bank obligations and deposit
                        notes. The Fund will concentrate in the financial
                        services industry, including asset-backed commercial
                        paper programs. The Fund will comply with SEC rules
                        applicable to all money market funds, including Rule
                        2a-7 under the Investment Company Act of 1940. For more
                        information about the Prime Money Market Fund's
                        investment strategies, please read "More About the
                        Funds" and "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  PRIME MONEY
  MARKET FUND?          The main risks of investing in the Prime Money Market
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. Before you invest,
                        please read "More About the Funds" and "Investment
                        Risks."
<PAGE>   324

                                                                               3
- ---------------------------
                           Prime Money Market Fund

                MAIN RISKS
- ----------------------
                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.


                        Concentration. The Fund will invest a significant
                        portion of its assets in the securities of companies in
                        the financial services industry. Because of the Fund's
                        greater exposure to that industry, economic, political
                        and regulatory developments affecting the financial
                        services industry will have a disproportionate impact on
                        the Fund. These developments include changes in interest
                        rates, earlier than expected repayments by borrowers, an
                        inability to achieve the same yield on the reinvestment
                        of prepaid obligations, and Federal and state laws which
                        may restrict the remedies that a lender has when a
                        borrower defaults on a loan.


                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   325

4
ONE GROUP(R)
- ---------------------------

                           FUND SUMMARY
                           Prime Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
return for more than one year
tend to smooth out variations
in the Fund's total returns and
are not the same as actual
year- by-year results.


HOW HAS THE PRIME
  MONEY MARKET FUND
  PERFORMED?            By showing the variability of the Prime Money Market
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE PRIME
                        MONEY MARKET FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             9.05
1990                                                                             7.90
1991                                                                             5.88
1992                                                                             3.58
1993                                                                             2.97
1994                                                                             4.09
1995                                                                             5.83
1996                                                                             5.20
1997                                                                             5.32
1998                                                                             5.30
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.56%.

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

                        Best Quarter:  2.34%  2Q1989        Worst
                        Quarter:  .72%  2Q1993

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


                                    AVERAGE ANNUAL TOTAL RETURNS (1) through
December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS                          LIFE
                   CLASS A                                                             (since 2/18/92)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Prime Money Market Fund           5.04%         4.89%                          4.34%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------
                   CLASS B                     1 YEAR                                        LIFE
                                                                                       (since 11/21/96)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Prime Money Market Fund           4.25%                                        4.32%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------
                   CLASS I                     1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                        (since 8/1/85)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Prime Money Market Fund           5.30%         5.15%         5.50%            5.73%
</TABLE>



                        (1) The Fund also offers Service Class Shares.
                            Service Class Shares commenced operations on
                            April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus.



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   326

                                                                               5
- ---------------------------
                           Prime Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------------------
                                                                                  SERVICE
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C    CLASS    CLASS I
   --------------------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                        NONE      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)               NONE     5.00%     1.00%      NONE      NONE
   --------------------------------------------------------------------------------------------------------
     as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------------------
                                                                                      SERVICE
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS B   CLASS C    CLASS    CLASS I
   ------------------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .35%      .35%      .35%      .35%      .35%
   ------------------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .25%     1.00%     1.00%      .75%      NONE
   ------------------------------------------------------------------------------------------------------------
   Other Expenses                                         .19%      .19%      .19%      .19%      .19%
   ------------------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   .79%     1.54%     1.54%     1.29%      .54%
   ------------------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (3)         (.02%)    (.02%)    (.02%)    (.22%)    (.02%)
   ------------------------------------------------------------------------------------------------------------
   Net Expenses                                           .77%     1.52%     1.52%     1.07%      .52%
   ------------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .77% for Class A shares, 1.52% for Class B
                            shares, 1.52% for Class C shares, 1.07% for
                            Service Class shares and .52% for Class I shares
                            for the period beginning November 1, 1999 and
                            ending on October 31, 2000.



<TABLE>
<CAPTION>
                                                                                                SERVICE
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS (3)   CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>         <C>     <C>
   1 Year (1)             $  79       $  655         $  155         $  255         $  155       $   109     $ 53
   --------------------------------------------------------------------------------------------------------------------
   3 Years                  250          784            484            484            484           387      171
   --------------------------------------------------------------------------------------------------------------------
   5 Years                  437        1,038            838            838            838           686      300
   --------------------------------------------------------------------------------------------------------------------
   10 Years                 976        1,631          1,631          1,833          1,833         1,537      675
   --------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                       $81
                                         Class B (no redemption)      $157
                                         Class B (with redemption)    $657
                                         Class C (no redemption)      $157
                                         Class C (with redemption)    $257
                                         Service Class                $131
                                         Class I                       $55
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 Years" example for Class B
                            shares represents a combination of Class A and
                            Class B operating expenses.

                        (3) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   327

6
[PHOTO]
ONE GROUP(R)
- ---------------------------

                       FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       U.S. Treasury Securities
                       Money Market Fund

WHAT IS THE GOAL OF THE
  U.S. TREASURY
  SECURITIES
  MONEY MARKET FUND?    The Fund seeks current income with liquidity and
                        stability of principal.

WHAT ARE THE U.S.
  TREASURY SECURITIES
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests exclusively in short-term U. S.
                        Treasury obligations including repurchase agreements
                        collateralized by such Treasury obligations and
                        when-issued securities, U. S. Treasury bills, notes and
                        other securities issued or backed by the U. S.
                        Government. The Fund will comply with SEC rules
                        applicable to all money market funds including Rule 2a-7
                        under the Investment Company Act of 1940. For more
                        information about the U. S. Treasury Securities Money
                        Market Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  U.S. TREASURY
  SECURITIES MONEY
  MARKET FUND?          The main risks of investing in the U. S. Treasury
                        Securities Money Market Fund and the circumstances
                        likely to adversely affect your investment are described
                        below. Before you invest, please read "More About the
                        Funds" and "Investment Risks."
<PAGE>   328

                                                                               7
- ---------------------------
                           U.S. Treasury Securities Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   329

8
ONE GROUP(R)

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

                           FUND SUMMARY
                           U.S. Treasury Securities Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE U.S. TREASURY
  SECURITIES MONEY
  MARKET FUND
  PERFORMED?            By showing the variability of the U. S. Treasury
                        Securities Money Market Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE U.S. TREASURY SECURITIES MONEY MARKET
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             8.80
1990                                                                             7.55
1991                                                                             5.51
1992                                                                             3.32
1993                                                                             2.81
1994                                                                             3.85
1995                                                                             5.62
1996                                                                             5.08
1997                                                                             5.13
1998                                                                             5.03
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.33%.



- --------------------------------------------------------------------------------
                 Best Quarter:  2.28%  2Q1989       Worst Quarter:  .69%  2Q1993

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


                 AVERAGE ANNUAL TOTAL RETURNS (1) through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS                          LIFE
                   CLASS A                                                             (since 2/18/92)
   <S>                                         <C>          <C>           <C>         <C>
   One Group U.S. Treasury Securities Money
     Market Fund                                4.77%        4.68%                           4.14%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------
                   CLASS B                     1 YEAR                                        LIFE
                                                                                       (since 11/21/96)
   <S>                                         <C>          <C>           <C>         <C>
   One Group U.S. Treasury Securities Money
     Market Fund                                3.99%                                        4.04%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------
                                               1 YEAR       5 YEARS       10 YEARS           LIFE
                   CLASS I                                                              (since 9/9/85)
   <S>                                         <C>          <C>           <C>         <C>
   One Group U.S. Treasury Securities Money
     Market Fund                                5.03%        4.94%          5.26%            5.46%
</TABLE>



                        (1) The Fund also offers Class C and Service Class
                            Shares. Class C Shares commenced operations on
                            February 18, 1998. Service Class Shares commenced
                            operations on April 16, 1999. Each Class does not
                            have a full calendar year of investment returns
                            as of the date of this Prospectus.



                       TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                       1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   330

                                                                               9
- ---------------------------
                           U.S. Treasury Securities Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------------------
                                                                                  SERVICE
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS B   CLASS C    CLASS    CLASS I
   --------------------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                        NONE      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)               NONE     5.00%     1.00%      NONE      NONE
   --------------------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------------------
                                                                                      SERVICE
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS B   CLASS C    CLASS    CLASS I
   ------------------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .35%      .35%      .35%      .35%      .35%
   ------------------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .25%     1.00%     1.00%      .75%      NONE
   ------------------------------------------------------------------------------------------------------------
   Other Expenses                                         .19%      .19%      .19%      .19%      .19%
   ------------------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   .79%     1.54%     1.54%     1.29%      .54%
   ------------------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (3)           (.02%)    (.02%)    (.02%)    (.02%)    (.02%)
   ------------------------------------------------------------------------------------------------------------
   Net Expenses                                           .77%     1.52%     1.52%     1.07%      .52%
   ------------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .77% for Class A shares, 1.52% for Class B
                            shares, 1.52% for Class C shares, 1.07% for
                            Service Class shares and .52% for Class I shares
                            for the period beginning November 1, 1999 and
                            ending on October 31, 2000.



<TABLE>
<CAPTION>
                                                                                                SERVICE
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS (3)   CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   --------------------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>         <C>     <C>
   1 Year (1)             $ 79        $  655         $  155         $  255         $  155        $  109     $ 53
   --------------------------------------------------------------------------------------------------------------------
   3 Years                 250           784            484            484            484           387      171
   --------------------------------------------------------------------------------------------------------------------
   5 Years                 437         1,038            838            838            838           686      300
   --------------------------------------------------------------------------------------------------------------------
   10 Years                976         1,631          1,631          1,833          1,833         1,537      675
   --------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                       $81
                                         Class B (no redemption)      $157
                                         Class B (with redemption)    $657
                                         Class C (no redemption)      $157
                                         Class C (with redemption)    $257
                                         Service Class                $131
                                         Class I                       $55
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 Years" example for Class B
                            shares represents a combination of Class A and
                            Class B operating expenses.

                        (3) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   331

10
[PHOTO]
ONE GROUP(R)
- ---------------------------

                       FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       Municipal Money
                       Market Fund

WHAT IS THE GOAL OF THE
  MUNICIPAL MONEY
  MARKET FUND?          The Fund seeks as high a level of current interest
                        income exempt from Federal income tax as is consistent
                        with liquidity and stability of principal.

WHAT ARE THE MUNICIPAL
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests in high quality, short-term money
                        market instruments. These instruments include short-term
                        municipal securities, which provide tax-exempt income.
                        The Fund will comply with SEC rules applicable to all
                        money market funds, including Rule 2a-7 under the
                        Investment Company Act of 1940. For more information
                        about the Municipal Money Market Fund's investment
                        strategies, please read "More About the Funds" and
                        "Principal Investment Strategies."

WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.

WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MUNICIPAL MONEY
  MARKET FUND?          The main risks of investing in the Municipal Money
                        Market Fund and the circumstances likely to adversely
                        affect your investment are described below. Before you
                        invest, please read "More About the Funds" and
                        "Investment Risks."
<PAGE>   332

                                                                              11
- ---------------------------
                           Municipal Money Market Fund

                MAIN RISKS
- --------------------------
                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.

                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   333

12
ONE GROUP(R)

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

                           FUND SUMMARY
                           Municipal Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE MUNICIPAL
  MONEY MARKET FUND
  PERFORMED?            By showing the variability of the Municipal Money Market
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        MUNICIPAL MONEY MARKET FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             6.11
1990                                                                             5.77
1991                                                                             4.37
1992                                                                             2.49
1993                                                                             2.10
1994                                                                             2.54
1995                                                                             3.60
1996                                                                             3.13
1997                                                                             3.31
1998                                                                             3.10
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.07%.

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

               Best Quarter:  1.58%  2Q1989        Worst Quarter:  .49%  1Q1994

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


                     AVERAGE ANNUAL TOTAL RETURNS (1) through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS                          LIFE
                   CLASS A                                                             (since 2/18/92)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Municipal Money Market Fund        2.85%        2.89%                           2.64%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------
                   CLASS I                     1 YEAR       5 YEARS       10 YEARS           LIFE
                                                                                        (since 6/4/87)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Municipal Money Market Fund        3.10%        3.13%          3.64%            3.80%
</TABLE>


                        (1) The Fund also offers Service Class shares.
                            Service Class shares commenced operations on
                            April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus.


                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT www.onegroup.com.

<PAGE>   334

                                                                              13
- ---------------------------
                           Municipal Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ----------------------------------------------------------------------------------------------
                                                                        SERVICE
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS C    CLASS    CLASS I
   ----------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                        NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)               NONE     1.00%      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
                                                                            SERVICE
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS C    CLASS    CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .35%      .35%      .35%      .35%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .25%     1.00%      .75%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .20%      .20%      .20%      .20%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   .80%     1.55%     1.30%      .55%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (3)           (.08%)    (.08%)    (.28%)    (.08%)
   --------------------------------------------------------------------------------------------------
   Net Expenses                                           .72%     1.47%     1.02%      .47%
   --------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .72% for Class A shares, 1.47% for Class C
                            shares, 1.02% for Service Class shares and .47%
                            for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A      CLASS C        CLASS C     SERVICE CLASS (2)   CLASS I
                                     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION
                                    THE END OF
                                    EACH PERIOD
   ----------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>                 <C>     <C>
   1 Year (1)             $ 74        $  250         $  150            $  104         $ 48
   ----------------------------------------------------------------------------------------------
   3 Years                 247           482            482               384          168
   ----------------------------------------------------------------------------------------------
   5 Years                 436           837            837               686          299
   ----------------------------------------------------------------------------------------------
   10 Years                982         1,839          1,839             1,543          682
   ----------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                       $82
                                         Class C (no redemption)      $158
                                         Class C (with redemption)    $258
                                         Service Class                $132
                                         Class I                       $56
</TABLE>

                        (2) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   335

14
[PHOTO]
ONE GROUP(R)
- ---------------------------

                       FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       Michigan Municipal Money Market Fund

WHAT IS THE GOAL OF THE
  MICHIGAN MUNICIPAL
  MONEY MARKET FUND?    The Fund seeks as high a level of current interest
                        income exempt from Federal income tax and Michigan
                        personal income tax as is consistent with capital
                        preservation and stability of principal.

WHAT ARE THE MICHIGAN
  MUNICIPAL MONEY
  MARKET FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests in high quality, short-term money
                        market instruments. These include short-term municipal
                        securities issued in the State of Michigan. The Fund may
                        also invest in municipal securities issued by other
                        states. The Fund will comply with SEC rules applicable
                        to all money market funds, including Rule 2-a7 under the
                        Investment Company Act of 1940. For more information
                        about the Michigan Municipal Money Market Fund's
                        investment strategies, please read "More About the
                        Funds" and "Principal Investment Strategies."

WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.

WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MICHIGAN MUNICIPAL
  MONEY MARKET FUND?    The main risks of investing in the Michigan Municipal
                        Money Market Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        Before you invest, please read "More About the Funds"
                        and "Investment Risks."
<PAGE>   336

                                                                              15
- ---------------------------
                           Michigan Municipal Money Market Fund

                MAIN RISKS
- --------------------------
                        Large Positions/Geographic Concentration. As a single
                        state money market fund, this Fund is allowed by SEC
                        rules to invest a large portion of its assets in one
                        issuer. Because of these rules and the relatively small
                        number of issuers of Michigan municipal securities, the
                        Fund's performance is affected to a greater extent by
                        the success of one or a few issuers than is the
                        performance of a more diversified fund. Moreover,
                        because the Fund will concentrate in Michigan issuances,
                        certain factors particular to Michigan, including
                        economic conditions, constitutional amendments,
                        legislative and executive measures, and voter
                        initiatives in Michigan, may have a disproportionately
                        negative impact on the Fund's investments.

                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.

                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   337

16
ONE GROUP(R)

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

                           FUND SUMMARY
                           Michigan Municipal Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated. Average
annual total return for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year- by-year
results.


HOW HAS THE MICHIGAN
  MUNICIPAL MONEY
  MARKET FUND
  PERFORMED?            By showing the variability of the Michigan Municipal
                        Money Market Fund's performance from year to year, the
                        chart and table below help show the risk of investing in
                        the Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF
                        THE MICHIGAN MUNICIPAL MONEY MARKET FUND IS NOT
                        NECESSARILY AN INDICATION OF HOW THE FUND WILL PERFORM
                        IN THE FUTURE.



                        BAR CHART (per calendar year) (1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1992                                                                             2.40
1993                                                                             1.83
1994                                                                             2.30
1995                                                                             3.32
1996                                                                             2.99
1997                                                                             3.26
1998                                                                             3.02
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            1.86%.



                        (2) Performance data includes the performance of the
                            Pegasus Michigan Municipal Money Market Fund for
                            the period before it was consolidated with the
                            One Group Michigan Municipal Money Market Fund on
                            March 22, 1999.


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

Best Quarter:  .97%  3Q1991        Worst Quarter:  .43%  1Q1995

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


AVERAGE ANNUAL TOTAL RETURNS (1) through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS           LIFE
                   CLASS A                                              (since 1/31/91)
   <S>                                         <C>          <C>        <C>
   One Group Michigan Municipal Money
     Market Fund                               2.76%         2.86%           2.79%
   --------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------
                                               1 YEAR       5 YEARS           LIFE
                   CLASS I                                              (since 1/31/91)
   <S>                                         <C>          <C>        <C>
   One Group Michigan Municipal Money
     Market Fund                               3.02%         2.98%           2.86%
   --------------------------------------------------------------------------------------
</TABLE>



                        (1) Performance data includes the performance of the
                            Pegasus Michigan Municipal Money Market Fund for
                            the period before it was consolidated with the
                            One Group Michigan Municipal Money Market Fund on
                            March 22, 1999.



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   338

                                                                              17
- ---------------------------
                           Michigan Municipal Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ----------------------------------------------------------------------------------------------
                                                                        SERVICE
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS C    CLASS    CLASS I
   ----------------------------------------------------------------------------------------------
   <S>                                              <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                        NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)               NONE     1.00%      NONE      NONE
   ----------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                     NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
   Exchange Fee                                       NONE      NONE      NONE      NONE
   ----------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------------------------------------
                                                                            SERVICE
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS C    CLASS    CLASS I
   --------------------------------------------------------------------------------------------------
   <S>                                                  <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                               .35%      .35%      .35%      .35%
   --------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             .25%     1.00%      .75%      NONE
   --------------------------------------------------------------------------------------------------
   Other Expenses                                         .29%      .29%      .29%      .29%
   --------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   .89%     1.64%     1.39%      .64%
   --------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement] (3)          (.14%)    (.14%)    (.34%)    (.14%)
   --------------------------------------------------------------------------------------------------
   Net Expenses                                           .75%     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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .75% for Class A shares, 1.50% for Class C
                            shares, 1.05% for Service Class Shares and .50%
                            for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A      CLASS C        CLASS C     SERVICE CLASS (2)   CLASS I
                                     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION
                                    THE END OF
                                    EACH PERIOD
   ----------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>                 <C>     <C>
   1 Year (1)            $   77       $  253         $  153           $  107          $ 51
   ----------------------------------------------------------------------------------------------
   3 Years                  270          504            504              407           191
   ----------------------------------------------------------------------------------------------
   5 Years                  479          879            879              728           343
   ----------------------------------------------------------------------------------------------
   10 Years               1,083        1,932          1,932            1,639           785
   ----------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                       $91
                                         Class C (no redemption)      $167
                                         Class C (with redemption)    $267
                                         Service Class                $142
                                         Class I                       $65
</TABLE>

                        (2) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   339

18
[PHOTO]
ONE GROUP(R)
- ---------------------------

                       FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       Ohio Municipal
                       Money Market Fund

WHAT IS THE GOAL OF THE
  OHIO MUNICIPAL MONEY
  MARKET FUND?          The Fund 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.

WHAT ARE THE OHIO
  MUNICIPAL MONEY
  MARKET FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests in high quality, short-term money
                        market instruments. These include short-term municipal
                        securities issued in the State of Ohio. The Fund may
                        also invest in municipal securities issued by other
                        states. The Fund will comply with SEC rules applicable
                        to all money market funds, including Rule 2a-7 under the
                        Investment Company Act of 1940. For more information
                        about the Ohio Municipal Money Market Fund's investment
                        strategies, please read "More About the Funds" and
                        "Principal Investment Strategies."

WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.

WILL ANY PORTION OF MY
  INVESTMENT BE TAXED?  Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  OHIO
  MUNICIPAL MONEY
  MARKET FUND?          The main risks of investing in the Ohio Municipal Money
                        Market Fund and the circumstances likely to adversely
                        affect your investment are described below. Before you
                        invest, please read "More About the Funds" and
                        "Investment Risks."
<PAGE>   340

                                                                              19
- ---------------------------
                           Ohio Municipal Money Market Fund

                MAIN RISKS
- --------------------------
                        Large Positions/Geographically Concentrated. As a single
                        state money market fund, this Fund is allowed by SEC
                        rules to invest a large portion of its assets in one
                        issuer. Because of these rules and the relatively small
                        number of issuers of Ohio municipal securities, the
                        Fund's performance is affected to a greater extent by
                        the success of one or a few issuers than is the
                        performance of a more diversified fund. Moreover,
                        because the Fund will concentrate in Ohio issuances,
                        certain factors particular to Ohio, including economic
                        conditions, constitutional amendments, legislative and
                        executive measures and voter initiatives in Ohio, may
                        have a disproportionately negative impact on the Fund's
                        investments.

                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.

                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   341

20
ONE GROUP(R)

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

                           FUND SUMMARY
                           Ohio Municipal Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE OHIO
  MUNICIPAL MONEY
  MARKET FUND
  PERFORMED?            By showing the variability of the Ohio Municipal Money
                        Market Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        OHIO MUNICIPAL MONEY MARKET FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS A SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1994                                                                             2.35
1995                                                                             3.30
1996                                                                             2.88
1997                                                                             3.08
1998                                                                             2.88
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.06%.


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

        Best Quarter:  .92%  2Q1995        Worst Quarter:  .50%  1Q1994

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


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                         1 YEAR       5 YEARS           LIFE
                        CLASS A                                                   (since 1/26/93)
   <S>                                                   <C>          <C>        <C>
   One Group Ohio Municipal Money Market Fund            2.88%         2.90%           2.77%
</TABLE>



<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------
                        CLASS I                          1 YEAR       5 YEARS           LIFE
                                                                                   (since 6/9/93)
   <S>                                                   <C>          <C>        <C>
   One Group Ohio Municipal Money Market Fund            3.14%         3.14%           3.05%
   ------------------------------------------------------------------------------------------------
</TABLE>



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   342

                                                                              21
- ---------------------------
                           Ohio Municipal Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
period shown. The examples also
assume that your investment has
a 5% return each year and that
the Fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   --------------------------------------------------------------------------------------------
                                                                      SERVICE
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)  CLASS A   CLASS C    CLASS    CLASS I
   --------------------------------------------------------------------------------------------
   <S>                                            <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                      NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)             NONE     1.00%      NONE      NONE
   --------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                   NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
   Exchange Fee                                     NONE      NONE      NONE      NONE
   --------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
                                                                          SERVICE
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)  CLASS A   CLASS C    CLASS    CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .30%      .30%      .30%      .30%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .25%     1.00%      .75%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .25%      .25%      .25%       25%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 .80%     1.55%     1.30%      .55%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement] (3)       (.10%)    (.10%)    (.30%)    (.10%)
   ------------------------------------------------------------------------------------------------
   Net Expenses                                         .70%     1.45%     1.00%      .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .70% for Class A shares, 1.45% for Class C
                            shares, 1.00% for Service Class Shares and .45%
                            for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A      CLASS C        CLASS C     SERVICE CLASS (2)   CLASS I
                                     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION
                                    THE END OF
                                    EACH PERIOD
   ----------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>                 <C>     <C>
   1 Year (1)             $ 72        $  248         $  148           $  102          $ 46
   ----------------------------------------------------------------------------------------------
   3 Years                 245           480            480              382           166
   ----------------------------------------------------------------------------------------------
   5 Years                 434           835            835              684           297
   ----------------------------------------------------------------------------------------------
   10 Years                980         1,837          1,837            1,541           680
   ----------------------------------------------------------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                       $82
                                         Class C (no redemption)      $158
                                         Class C (with redemption)    $258
                                         Service Class                $132
                                         Class I                       $56
</TABLE>


                        (2) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   343

22

[PHOTO]
ONE GROUP(R)
- ---------------------------

                        More About The Funds

                        Each of the five funds described in this Prospectus is a
                        series of One Group Mutual Funds and is managed by Banc
                        One Investment Advisors Corporation ("Banc One
                        Investment Advisors"). For more information about One
                        Group and Banc One Investment Advisors, please read
                        "Management of One Group Mutual Funds" and the Statement
                        of Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL
   INVESTMENT
   STRATEGIES           The five mutual funds described in this Prospectus are
                        designed to produce high current income consistent with
                        liquidity or capital preservation and stability of
                        principal. The principal investment strategies that are
                        used to meet each Fund's investment objective are
                        described in Fund Summaries: Investments, Risk &
                        Performance in the front of this Prospectus. They are
                        also described below.

                         FUNDAMENTAL POLICIES

              A Fund's investment strategy may involve
              "fundamental policies." A policy is
              fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.

                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        may also use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

- -----
                        ONE GROUP PRIME MONEY MARKET FUND. The Fund invests only
                        in U.S. denominated securities.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund invests exclusively in money market
                          instruments. These include:

                          1. corporate notes

                          2. commercial paper

                          3. funding agreements

                          4. certificates of deposit

                          5. bank obligations and deposit notes

                        - The Fund will invest at least 25% of its total assets
                          in securities issued by companies in the financial
                          services industry, although the Fund may invest less
                          than 25% of its total assets in that industry if
                          warranted due to adverse economic conditions and if
                          investing less than that amount would be in the best
                          interests of shareholders. The financial services
                          industry includes banks, broker-dealers, finance
                          companies and other issuers of asset-backed
                          securities.
<PAGE>   344

                                                                              23

                        - The Fund may lend its portfolio's securities.

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual securities in a fund calculated
              so as to count most heavily those
              securities with the highest dollar value.
              Average weighted maturity is important to
              investors as an indication of a fund's
              sensitivity to changes in interest rates.
              The longer the average weighted maturity,
              the more fluctuation in share price you
              can expect.


- -----
                        ONE GROUP U.S. TREASURY SECURITIES MONEY MARKET FUND.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

- -----
                        ONE GROUP MUNICIPAL MONEY MARKET FUND.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - As a matter of fundamental policy, the Fund will
                          invest at least 80% of its total assets in municipal
                          securities.

                        - The Fund will purchase municipal securities only if
                          the issuer receives assurances from its legal counsel
                          that the interest payable on the securities is exempt
                          from Federal personal income tax.

                        - 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" in Appendix
                          A.

- -----
                        ONE GROUP MICHIGAN MUNICIPAL MONEY MARKET FUND.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund invests at least 80% of its total assets in
                          Michigan municipal securities.

                        - The Fund will purchase municipal securities only if
                          the issuer receives assurances from its legal counsel
                          that the interest payable on the securities is exempt
                          from Federal personal income tax and Michigan personal
                          income tax.
<PAGE>   345

24

                        - The Fund also may invest up to 20% of its total assets
                          in non-Michigan municipal securities, i.e., municipal
                          securities issued by states, territories and
                          possessions of the United States, including the
                          District of Columbia, other than Michigan as well as
                          their political subdivision, agencies,
                          instrumentalities and authorities that produce
                          interest exempt from Federal income tax.

                        - The Fund has the ability, for temporary defensive
                          purposes to invest as much as 100% of its assets in
                          non-Michigan municipal securities that produce income
                          that is 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.

- -----
                        ONE GROUP OHIO MUNICIPAL MONEY MARKET FUND.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund will invest at least 80% of its total assets
                          in Ohio municipal securities.

                        - The Fund will purchase municipal securities only if
                          the issuer receives assurances from its legal counsel
                          that the interest payable on the securities is exempt
                          from Federal personal 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, for temporary defensive
                          purposes, 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.)

                        - 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.

- --------------------------------------------------------------------------------
INVESTMENT RISKS        The main risks associated with investing in the Money
                        Market Funds are described in Fund Summaries:
                        Investments, Risk & Performance in the front of this
                        Prospectus. Additional risks are described below.

- -----
                        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.
<PAGE>   346

                                                                              25

- -----
                        DIVERSIFICATION. The Ohio Municipal Money Market Fund
                        and the Michigan Municipal Money Market Fund may be less
                        diversified than money market funds that are not single
                        state funds. This is because a single state fund may
                        invest a significantly greater portion of its assets in
                        the securities of a single issuer than can a
                        "diversified" fund. In addition, each Fund's investments
                        are concentrated geographically. These concentrations
                        increase the risk of loss to each 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 each 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.

- -----
                        THE MICHIGAN ECONOMY. The Michigan Municipal Money
                        Market Fund's investments are concentrated in the State
                        of Michigan. The Michigan economy is heavily dependent
                        on the automobile industry, a highly cyclical industry.
                        This affects the revenue streams of the State and local
                        governments because of its impact on tax sources,
                        particularly sales taxes, income taxes, and Michigan
                        single business taxes. State and local revenues also are
                        affected by statutory and constitutional changes adopted
                        in 1993 and 1994, which limit annual assessment
                        increases and transfer, in part, the financing of
                        education costs from property taxes to sales taxes.

- -----
                        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 the securities in the Fund, and the value of
                        your investment in a Fund, will increase and decrease as
                        the value of a Fund's investments increase and decrease.

- -----
                        DERIVATIVES. Funds other than the U.S. Treasury
                        Securities Money Market Fund invest in securities that
                        are considered to be DERIVATIVES. These securities may
                        be more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

                        For more information about risks associated with the
                        types of investments that the Money Market Funds
                        purchase, please read the Fund Summaries: Investments,
                        Risk, & Performance, Appendix A and the Statement of
                        Additional Information.
<PAGE>   347

26

- --------------------------------------------------------------------------------
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.

- -----
                        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 (except that the Fund may concentrate
                           its investments in securities issued by companies in
                           the financial services industry). 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 regard to this
                           restriction as permitted by applicable law.

                        The U.S. Treasury Securities Money Market Fund:

                        1. Will invest only in U.S. Treasury obligations and
                           repurchase agreements collateralized by such
                           obligations.
<PAGE>   348

                                                                              27

                        The Ohio Municipal Money Market Fund and The Michigan
                        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 than 5% of
                           its total assets would be invested in the securities
                           of that issuer.

                        The Ohio 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 assets and revenues of a
                           non-governmental user will not be deemed to be Ohio
                           municipal securities.

                        The Michigan 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.

                        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.

- --------------------------------------------------------------------------------
PORTFOLIO QUALITY
   AND MATURITY         The quality and maturity of money market funds are
                        subject to SEC rules. Quality is generally restricted to
                        the two highest short-term ratings or their equivalent.
                        Maturity is limited both as to total portfolio average
                        and as to each individual security. With respect to
                        portfolio average, the rules limit the Fund's average
                        weighted maturity to 90 days. With respect to each
                        individual security, the remaining maturity is
                        restricted to 397 days at acquisition. Moreover, the SEC
                        rules limit exposure to a single issuer to 5% of a money
                        market fund's assets (although there is no limit on
                        government securities).
<PAGE>   349

28

- --------------------------------------------------------------------------------
TEMPORARY
   DEFENSIVE
   POSITIONS            To respond to unusual market conditions, the Ohio
                        Municipal Money Market Fund, the Michigan Municipal
                        Money Market Fund, and the Municipal Money Market Fund
                        may take temporary defensive positions by:

                        - investing all or most of their assets in CASH
                          EQUIVALENTS (i.e., securities that are not municipal
                          securities).

                        - holding uninvested cash pending investment.

                        These investments may result in a lower yield than
                        lower-quality or longer term investments and may prevent
                        the Funds from meeting their investment objectives.

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.
<PAGE>   350

                                                                              29

[PHOTO]
ONE GROUP(R)
- ---------------------------

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve 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 12:00 noon, Eastern Time ("ET"), for the
                             Municipal Money Market Fund, the Ohio Municipal
                             Money Market Fund and the Michigan Municipal Money
                             Market Fund; and

                        (ii) before 4:00 p.m., ET, for the Prime Money Market
                             Fund, and the U.S. Treasury Securities Money Market
                             Fund.

                        - In addition, the Funds' Custodian, State Street Bank
                          and Trust Company, must receive "federal funds" before
                          the times listed above 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.

                        - On occasion, the NYSE will close before 4 p.m. ET.
                          When the NYSE closes before the times listed above,
                          purchase requests received after the NYSE closes will
                          be effective the following business day.

                        - 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.
<PAGE>   351

30

                        - Shares are electronically recorded. Therefore,
                          certificates will not be issued.

WHAT KIND OF SHARES CAN
  I BUY?                One Group offers the following classes of shares:

                        - Class A, Class B and Class C shares are available to
                          the general public.

                        - Class I 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.


                        - When deciding what class of shares to buy, you should
                          consider the amount of your investment, the length of
                          time you intend to hold the shares, and the sales
                          charges and expenses applicable to each class of
                          shares.


                        One Group Fund Direct IRA and 403(b). One Group offers
                        retirement plans. This plan allows participants to defer
                        taxes while their retirement savings grow. 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.

                        - 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. 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:


                        (i) 12:00 noon ET for the Municipal Money Market Fund,
                            Ohio Municipal Money Market Fund and the Michigan
                            Municipal Money Market Fund; and


                        (ii) 4:00 p.m., ET for the Prime Money Market Fund, and
                             the U.S. Treasury Securities Money Market Fund.

                        On occasion, the NYSE will close before 4 p.m. ET. When
                        the NYSE closes before the times listed above, NAV will
                        be calculated as of the time the NYSE closes.

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 per Fund
                            ($100 for employees of Bank One Corporation and its
                            affiliates). The minimum initial investment for an
                            IRA and 403(b) is $250.

                          - Subsequent investments must be at least $25 per
                            Fund.

                          - Class B shares may be purchased only in connection
                            with exchanges from Class B Shares of another fund.
                            This is because Class A shares are offered with no
                            sales charge and have lower expenses.

                          - 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>   352

                                                                              31

                        4. Send the completed application and a personal check
                           (unless you choose to pay by wire or bank transfer)
                           payable to "One Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                          Contributions to Fund Direct IRAs should be made
                          payable to "State Street Bank and Trust Company for
                          the Benefit of (your name)."

                          If you choose to pay by wire, please call The One
                          Group Services Company at 1-800-480-4111.

                        5. All checks must be in U.S. dollars. One Group does
                           not accept "third party checks." Checks made payable
                           to any individual and endorsed to One Group are
                           considered third party checks. All checks must be
                           payable to one of the following:

                          - One Group Mutual Funds,

                          - State Street Bank and Trust Company, or

                          - the specific Fund in which you are investing.

                          Checks made payable to any party other than those
                          listed above will be returned to the address provided
                          on the account application.


                        6. If you redeem shares purchased under the systematic
                           investment plan (see below) or that were purchased by
                           check, One Group will delay forwarding your
                           redemption proceeds until payment has been collected
                           from your bank. One Group generally receives payment
                           within ten (10) calendar days of purchase.


                        7. 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.

                        8. 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
                          to the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY & SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP PRIME MONEY MARKET FUND -- A)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: JOHN SMITH & MARY SMITH, JTWROS)

                        - 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, 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.
<PAGE>   353
32

                        - You may revoke your right to make purchases over the
                          telephone by sending a letter to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

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 per Fund,
                        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 five (5) calendar days.

                        - 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 calling The One Group Services Company
                          at 1-800-480-4111 or by sending a letter to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

MAY I WRITE CHECKS ON
  MY ACCOUNT?           Class A 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

                        - 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
                          Federal income tax.
<PAGE>   354

                                                                              33

                        - 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 One Group Mutual
                        Funds. Compensation comes from sales charges, 12b-1 fees
                        and payments by The One Group Services Company from its
                        own resources. The tables below show the charges for
                        each class of shares and the percentage of your
                        investment that is paid as a commission to a Shareholder
                        Servicing Agent. Class A shares do not assess a sales
                        charge.



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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      SUBJECT TO CHARGE
                                     <S>            <C>
                                          0-1              5.00%
                                     -----------------------------------
                                          1-2              4.00%
                                     -----------------------------------
                                          2-3              3.00%
                                     -----------------------------------
                                          3-4              3.00%
                                     -----------------------------------
                                          4-5              2.00%
                                     -----------------------------------
                                          5-6              1.00%
                                     -----------------------------------
                                      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>
                                         YEARS          CDSC AS A %
                                         SINCE        OF DOLLAR AMOUNT
                                       PURCHASE      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.
<PAGE>   355
34

                        - The CDSC is based on the net amount redeemed.

                        - A CDSC 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 the shares you have held for the longest
                          time and thus have the lowest CDSC.

                        - If you exchange Class B or Class C shares of an
                          unrelated mutual fund for Class B or Class C shares of
                          One Group in connection with a fund reorganization,
                          the CDSC applicable to your original shares (including
                          the period of time you have held those shares) will be
                          applied to One Group shares you receive in the
                          reorganization.

             12B-1 FEES
- -----------------------
                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees for the sale and distribution of shares
                        of the Funds. These fees are called 12b-1 fees. 12b-1
                        fees are paid by One Group Mutual Funds 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 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% for each Fund.

                        4. There are no 12b-1 fees for Class I 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.

                        Because 12b-1 fees are paid out of Fund assets on an
                        on-going basis, over time these fees will increase the
                        cost of your investment and may cost you more than
                        paying other types of sales charges.
<PAGE>   356

                                                                              35

- --------------------------------------------------------------------------------
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. If you withdraw, on an annual basis, no more than 10%
                           of the value of your account. Shares received from
                           dividend and capital gains reinvestment are included
                           in calculating amount eligible for this waiver. You
                           need to participate in the Systematic Withdrawal Plan
                           to take advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class B shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I Pay A Sales Charge on an Exchange?

     WAIVER OF THE CLASS C
             SALES CHARGE
- -------------------------
No sales charge is imposed on redemptions of Class C shares of the Funds:

                        1. If you withdraw no more than 10% of the value of your
                           account. Shares received from dividend and capital
                           gains reinvestment are included in calculating
                           amounts eligible for this waiver. You need to
                           participate in the Systematic Withdrawal Plan to take
                           advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class C shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read Do I Pay A Sales Charge on an Exchange?
<PAGE>   357

36

                        7. If The One Group Services Company receives notice
                           before you invest indicating that your Shareholder
                           Servicing Agent, due to the type of account that you
                           have, is waiving its commission.

                        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. The
                        waivers described above will not continue indefinitely
                        and may be discontinued at any time without notice.

- --------------------------------------------------------------------------------
EXCHANGING FUND
   SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may make the following exchanges:

                        - Class I shares of a Fund may be exchanged for Class A
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund.

                        - Class A shares of a Fund may be exchanged for Class I
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund, 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 One Group Fund.

                        - Class C shares of a Fund may be exchanged for Class C
                          shares of another One Group Fund.

                        - Service Class shares do not have exchange privileges.

                        One Group Funds offer a Systematic Exchange Privilege
                        which allows you to automatically exchange shares of one
                        fund to another on a monthly or quarterly basis. This
                        privilege is useful in Dollar Cost Averaging. To
                        participate in the Systematic Exchange Privilege, please
                        select it on your account application. To learn more
                        about it, please call The One Group Services Company at
                        1-800-480-4111.

                        One Group does not charge a fee for this privilege. In
                        addition, 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:

                        (i) 12:00 noon ET, for the Municipal Money Market, the
                            Ohio Municipal Money Market and the Michigan
                            Municipal Money Market.

                        (ii) 4:00 p.m., ET for the Prime Money Market Fund and
                             the U.S. Treasury Securities Money Market Fund.

                        - You have provided 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.
<PAGE>   358

                                                                              37

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 Class I 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 for Federal income tax purposes.

                        - 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,
                          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, 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.
<PAGE>   359

38

- --------------------------------------------------------------------------------
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:

                        (i)  12:00 noon ET, for the Municipal Money Market, the
                             Ohio Municipal Money Market and the Michigan
                             Municipal Money Market

                        (ii) 4:00 p.m. ET, for the Prime Money Market Fund and
                             the U.S. Treasury Securities Money Market Fund

                       will be effective that day. On occasion, the NYSE will
                       close before 4:00 p.m. ET. When the NYSE closes before
                       the times listed above, redemption requests received
                       after the NYSE closes will be effective the following
                       business 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:

                            ONE GROUP
                            C/O STATE STREET BANK AND TRUST COMPANY
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - 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 participant in 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;

                          3. the redemption check is mailed to the shareholder
                             at the record address; or

                          4. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. 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. If you have wire instructions on file, the
                          Funds will attempt to honor requests for same day
                          payment if the request is received before the times
                          listed in When Can I Redeem Shares?. If redemption
                          requests are received after these times, the Funds
                          will attempt to wire payment the next business day.
<PAGE>   360

                                                                              39

                        - The Funds also will attempt to honor requests for
                          payment in two business days, if the redemption
                          request is received after the time listed above.

WHAT WILL MY SHARES BE
  WORTH?                - If you own Class A and Class I shares and the Fund
                          receives your redemption request before the times
                          listed in When Can I Redeem Shares?, you will receive
                          that day's NAV.

                        - If you own Class B or Class C shares and the Fund
                          receives your redemption request before the times
                          listed in When Can I Redeem Shares?, 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 The One Group
                          Service 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.

                        - 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, 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. Shares received
                             from dividend and capital gains reinvestment are
                             included in calculating the 10%. The applicable
                             Class B or Class C sales charge is waived provided
                             your withdrawals do not exceed 10% annually.
                             Withdrawals in excess of 10% will subject the
                             entire annual withdrawal to the applicable sales
                             load.
<PAGE>   361

40

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

                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.


                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank.


                        - Because of the high cost of handling small
                          investments, One Group charges a sub-minimum account
                          fee. Accounts under $1,000 that are not participating
                          in a Systematic Investment Plan will be assessed an
                          annual fee of $10.00 per Fund. The sub-minimum account
                          fee will not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                          details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.

- --------------------------------------------------------------------------------
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.
<PAGE>   362

                                                                              41

     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.

                        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. Dividends payable
                        on Class I 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may change the way you receive dividends and
                        distributions by calling The One Group Services Company
                        at 1-800-480-4111.

                        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 SHAREHOLDERS
- ----------------------
                        TAXATION OF SHAREHOLDER TRANSACTIONS. A sale, exchange,
                        or redemption of Fund shares may 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. 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
                        (generally, all of the Fund's net investment income)
                        will be taxable as ordinary income. Dividends paid in
                        January, but declared in October, November or December
                        of the previous year, will be considered to have been
                        paid in the previous year.


                        TAXATION OF DIVIDENDS -- OHIO MUNICIPAL MONEY MARKET
                        FUND, MICHIGAN MUNICIPAL MONEY MARKET FUND AND
                        MUNICIPAL MONEY MARKET FUND. Each Fund will distribute
                        substantially all of its net investment income. 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 federal state
                        and local taxes, both for individuals and corporate
                        shareholders. Corporate shareholders will be required to
                        take the interest on municipal securities into account
                        in determining their alternative minimum taxable income.
<PAGE>   363

42

                        OHIO TAXATION OF DIVIDENDS -- 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
                        certain 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. In addition,
                        corporate shareholders 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 tax computation. 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.

                        MICHIGAN TAXATION OF DIVIDENDS -- MICHIGAN MUNICIPAL
                        MONEY MARKET FUND. Dividends paid by the Michigan
                        Municipal Money Market Fund that are derived from
                        interest attributable to tax-exempt Michigan Municipal
                        Obligations will be exempt from Michigan income tax and
                        Michigan single business tax. Conversely, to the extent
                        that the Fund's dividends are derived from interest on
                        obligations other than Michigan Municipal Obligations or
                        certain U.S. Government Obligations (or are derived from
                        short term or long term gains), such dividends may be
                        subject to Michigan income tax and Michigan single
                        business tax, even though the dividends may be exempt
                        for Federal income tax purposes.

                        Except as noted above with respect to Michigan income
                        taxation, distributions of net income may be taxable to
                        investors as dividend income under other state or local
                        laws even though a substantial portion of such
                        distributions may be derived from interest on tax-exempt
                        obligations which, if realized directly, would be exempt
                        from such income taxes.
TAXATION OF RETIREMENT
- ----------------------
                        Distributions by the Funds to qualified retirement plans
                        generally 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 of any money market funds,
                        particularly the Municipal, Michigan Municipal or Ohio
                        Municipal Money Market Funds, 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>   364

                                                                              43

 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, call
                        1-800-480-4111, or visit www.onegroup.com.

             REPORTING
- ----------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   365

44

[PHOTO]
ONE GROUP(R)
- ---------------------------

                                   Management of
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
THE ADVISOR             Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.

- --------------------------------------------------------------------------------
ADVISORY FEES           Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rate:

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

<TABLE>
<CAPTION>
                                                     ANNUAL RATE
                                                   AS PERCENTAGE OF
                                               AVERAGE DAILY NET ASSETS
   FUND                                      ----------------------------
   <S>                                       <C>
   One Group(R) Prime Money Market Fund                  .32%
   ----------------------------------------------------------------------
   One Group(R) U.S. Treasury Securities
     Money Market Fund                                   .32%
   ----------------------------------------------------------------------
   One Group(R)Municipal Money Market Fund               .26%
   ----------------------------------------------------------------------
   One Group(R) Michigan Municipal Money
     Market Fund*                                        .22%
   ----------------------------------------------------------------------
   One Group(R) Ohio Municipal Money Market
     Fund                                                .24%
   ----------------------------------------------------------------------
</TABLE>

                        ()* In March 1999, the Pegasus Funds and One Group
                            Mutual Funds merged. The investment advisory fee
                            includes fees paid to First Chicago NBD
                            Investment Management Company, an affiliate of
                            Banc One Investment Advisors, as advisor to the
                            Pegasus Funds.
<PAGE>   366

                                                                              45

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

YEAR 2000
   READINESS
   DISCLOSURE           The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   367

46
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Prime Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS A                                                          1999         1998        1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <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                                            0.046       0.050       0.048       0.051       0.050
Less Distributions:
  Net investment income                                           (0.046)     (0.050)     (0.048)     (0.051)     (0.050)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $    1.000    $  1.000    $  1.000    $  1.000    $  1.000
- --------------------------------------------------------------------------------------------------------------------------------
Total Return                                                       4.72%       5.13%       4.94%       5.22%       5.08%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $3,171,028    $605,291    $332,646    $315,374    $201,968
  Ratio of expenses to average net assets                          0.75%       0.76%       0.73%       0.69%       0.67%
  Ratio of net investment income to average net assets             4.47%       5.01%       4.83%       5.09%       5.02%
  Ratio of expenses to average net assets*                         0.79%       0.83%       0.91%       0.90%       0.92%
  Ratio of net investment income to average net assets*            4.43%       4.94%       4.65%       4.88%       4.77%
</TABLE>



* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.



<TABLE>
<CAPTION>
                                                                                        NOVEMBER 21,
                                                               YEAR ENDED JUNE 30,        1996 TO
                                                              ---------------------       JUNE 30,
CLASS B                                                        1999          1998         1997(A)
- ------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 1.000       $ 1.000       $ 1.000
- ------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                         0.039         0.043         0.026
Less Distributions:
  Net investment income                                        (0.039)       (0.043)       (0.026)
- ------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 1.000       $ 1.000       $ 1.000
- ------------------------------------------------------------------------------------------------------------
Total Return                                                    3.94%         4.35%         2.63%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 9,854       $ 1,912       $   618
  Ratio of expenses to average net assets                       1.50%         1.51%         1.51%(C)
  Ratio of net investment income to average net assets          3.80%         4.25%         4.16%(C)
  Ratio of expenses to average net assets*                      1.54%         1.57%         1.59%(C)
  Ratio of net investment income to average net assets*         3.76%         4.19%         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>   368

                                                                              47

- -------------------------------------
                           Prime Money Market Fund


<TABLE>
<CAPTION>
                                                                 APRIL 16,
                                                                  1999 TO
                                                                 JUNE 30,
SERVICE CLASS                                                     1999(A)
- ----------------------------------------------------------------------------------
<S>                                                              <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $  1.000
- ----------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                             0.008
Less Distributions:
  Net investment income                                            (0.008)
- ----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                   $  1.000
- ----------------------------------------------------------------------------------
Total Return                                                        0.84%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                              $     73
  Ratio of expenses to average net assets                           1.05%(C)
  Ratio of net investment income to average net assets              4.02%(C)
  Ratio of expenses to average net assets*                          1.28%(C)
  Ratio of net investment income to average net assets*             3.79%(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.



<TABLE>
<CAPTION>

                                                                              YEAR ENDED JUNE 30,
                                                       ------------------------------------------------------------------
CLASS I                                                   1999          1998          1997          1996          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <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                                     0.049         0.053         0.051         0.054         0.052
Less Distributions:
  Net investment income                                    (0.049)       (0.053)       (0.051)       (0.054)       (0.052)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $    1.000    $    1.000    $    1.000    $    1.000    $    1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                4.98%         5.39%         5.20%         5.49%         5.34%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                    $5,398,206    $2,616,698    $2,563,768    $2,186,562    $1,965,416
  Ratio of expenses to average net assets                   0.50%         0.51%         0.48%         0.44%         0.41%
  Ratio of net investment income to average net
    assets                                                  4.79%         5.26%         5.08%         5.34%         5.27%
  Ratio of expenses to average net assets*                  0.54%         0.58%         0.56%         0.55%         0.57%
  Ratio of net investment income average net assets*        4.75%         5.19%         5.00%         5.23%         5.12%
</TABLE>



* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as indicated.

<PAGE>   369

48

[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           U.S. Treasury Securities
                           Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                            -------------------------------------------------------------
CLASS A                                                        1999          1998         1997         1996        1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>            <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                                          0.043        0.048        0.047        0.050       0.047
- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                         (0.043)      (0.048)      (0.047)(A)   (0.050)     (0.047)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $    1.000     $  1.000     $  1.000     $  1.000     $ 1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                     4.37%        4.92%        4.81%        5.08%       4.81%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                         $2,073,442     $861,350     $530,164     $110,864     $98,723
  Ratio of expenses to average net assets                        0.76%        0.77%        0.72%        0.67%       0.66%
  Ratio of net investment income to average net assets           4.21%        4.82%        4.71%        4.92%       4.71%
  Ratio of expenses to average net assets*                       0.79%        0.86%        0.93%        0.91%       0.94%
  Ratio of net investment income to average net assets*          4.18%        4.73%        4.50%        4.68%       4.43%
</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>
                                                                                        NOVEMBER 21,
                                                               YEAR ENDED JUNE 30,        1996 TO
                                                              ---------------------       JUNE 30,
CLASS B                                                        1999          1998         1997(A)
- ------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 1.000       $ 1.000       $ 1.000
- ------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                         0.035         0.041         0.024
- ------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                        (0.035)       (0.041)       (0.024)(B)
- ------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 1.000       $ 1.000       $ 1.000
- ------------------------------------------------------------------------------------------------------------
Total Return                                                    3.60%         4.14%         2.44%(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 1,012       $   181       $    49
  Ratio of expenses to average net assets                       1.51%         1.52%         1.48%(D)
  Ratio of net investment income to average net assets          3.43%         4.06%         3.97%(D)
  Ratio of expenses to average net assets*                      1.54%         1.60%         1.59%(D)
  Ratio of net investment income to average net assets*         3.40%         3.98%         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>   370

                                                                              49

- -------------------------------------
                           U.S. Treasury Securities
                           Money Market Fund


<TABLE>
<CAPTION>
                                                                           FEBRUARY 18,
                                                              YEAR ENDED     1998 TO
                                                               JUNE 30,      JUNE 3,
CLASS C                                                          1999        1999(A)
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  1.000      $ 1.000
- -----------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.0035        0.015
- -----------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.0035)      (0.015)
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  1.000      $ 1.000
- -----------------------------------------------------------------------------------------------
Total Return                                                      3.59%        1.47%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    684      $     1
  Ratio of expenses to average net assets                         1.51%        1.57%(C)
  Ratio of net investment income to average net assets            3.35%        4.01%(C)
  Ratio of expenses to average net assets*                        1.54%        1.57%(C)
  Ratio of net investment income to average net assets*           3.32%        4.01%(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.



<TABLE>
<CAPTION>
                                                               APRIL 16,
                                                                1999 TO
                                                                JUNE 30,
SERVICE CLASS                                                   1999(A)
- ----------------------------------------------------------------------------------
<S>                                                           <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 1.000
- ----------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.008
- ----------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.008)
- ----------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 1.000
- ----------------------------------------------------------------------------------
Total Return                                                      0.77%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $     5
  Ratio of expenses to average net assets                         1.06%(C)
  Ratio of net investment income to average net assets            3.71%(C)
  Ratio of expenses to average net assets*                        1.27%(C)
  Ratio of net investment income to average net assets*           3.50%(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.



<TABLE>
<CAPTION>
                                                                            YEAR ENDED JUNE 30,
                                                   ----------------------------------------------------------------------
CLASS I                                               1999           1998           1997           1996           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <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                                 0.045          0.051          0.050          0.052          0.050
- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                (0.045)        (0.051)        (0.050)(A)     (0.052)        (0.050)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $    1.000     $    1.000     $    1.000     $    1.000     $    1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                            4.63%          5.19%          5.07%          5.34%          5.07%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                $5,599,894     $3,025,608     $2,243,376     $1,844,590     $1,178,091
  Ratio of expenses to average net assets               0.51%          0.52%          0.46%          0.42%          0.41%
  Ratio of net investment income to average net
    assets                                              4.52%          5.07%          4.95%          5.17%          4.96%
  Ratio of expenses to average net assets*              0.54%          0.60%          0.57%          0.56%          0.59%
  Ratio of net investment income to average net
    assets*                                             4.49%          4.99%          4.84%          5.03%          4.78%
</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)
  Includes $.000002 short term capital gain.
<PAGE>   371

50
[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Municipal Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                YEAR ENDED JUNE 30,
                                                          ---------------------------------------------------------------
CLASS A                                                     1999         1998        1997        1996           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <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                                      0.026        0.030       0.029       0.030          0.030
- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                     (0.026)      (0.030)     (0.029)     (0.030)        (0.030)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $  1.000     $  1.000     $ 1.000     $ 1.000        $ 1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                 2.63%        3.01%       2.97%       3.08%          3.02%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                       $428,448     $104,809     $48,185     $50,720        $56,518
  Ratio of expenses to average net assets                    0.70%        0.70%       0.68%       0.66%          0.66%
  Ratio of net investment income to average net assets       2.59%        2.97%       2.91%       3.04%          3.01%
  Ratio of expenses to average net assets*                   0.80%        0.81%       0.90%       0.94%          0.94%
  Ratio of net investment income to average net assets*      2.49%        2.86%       2.69%       2.76%          2.73%
</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>
                                                                   APRIL 16,
                                                                    1999 TO
                                                                   JUNE 30,
SERVICE CLASS                                                       1999(A)
- --------------------------------------------------------------------------------------
<S>                                                              <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                $1.000
- --------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                              0.005
- --------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                             (0.005)
- --------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                      $1.000
- --------------------------------------------------------------------------------------
Total Return                                                         0.50%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                                 $   36
  Ratio of expenses to average net assets                            1.00%(C)
  Ratio of net investment income to average net assets               2.45%(C)
  Ratio of expenses to average net assets*                           1.29%(C)
  Ratio of net investment income to average net assets*              2.16%(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.



<TABLE>
<CAPTION>
                                                                             YEAR ENDED JUNE 30,
                                                     --------------------------------------------------------------------
CLASS I                                                 1999          1998         1997         1996            1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <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                                   0.028        0.032        0.031        0.033           0.032
- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                  (0.028)      (0.032)      (0.031)      (0.033)         (0.032)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                       $    1.000     $  1.000     $  1.000     $  1.000        $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                              2.88%        3.27%        3.19%        3.34%           3.28%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                  $1,077,205     $498,127     $467,420     $459,807        $437,743
  Ratio of expenses to average net assets                 0.46%        0.45%        0.43%        0.41%           0.41%
  Ratio of net investment income to average net
    assets                                                2.84%        3.22%        3.16%        3.29%           3.26%
  Ratio of expenses to average net assets*                0.56%        0.56%        0.55%        0.59%           0.59%
  Ratio of net investment income to average net
    assets*                                               2.74%        3.11%        3.04%        3.11%           3.08%
</TABLE>


* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.
<PAGE>   372

                                                                              51

[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Michigan Municipal
                           Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                  SIX MONTHS
                                                    ENDED                        YEAR ENDED DECEMBER 31,
                                                   JUNE 30,      --------------------------------------------------------
CLASS A                                            1999(C)        1998        1997        1996         1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <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
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.012         0.027       0.030       0.029        0.033       0.024
Distributions:
  Net investment income                             (0.012)       (0.027)     (0.030)     (0.029)      (0.033)     (0.024)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $ 1.000       $ 1.000     $ 1.000     $ 1.000     $  1.000     $ 1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                         1.21%(A)      2.76%       3.00%       2.93%        3.32%       2.38%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                $69,101       $64,283     $29,202     $72,089     $122,057     $78,640
  Ratio of expenses to average net assets            0.75%(B)      0.75%       0.75%       0.74%        0.69%       0.67%
  Ratio of net investment income to average net
    assets                                           2.42%(B)      2.72%       2.95%       2.87%        3.30%       2.35%
  Ratio of expenses to average net assets*           0.84%(B)      0.78%       0.79%       0.77%        0.76%       0.75%
  Ratio of net investment income to average net
    assets*                                          2.33%(B)      2.69%       2.91%       2.84%        3.23%       2.27%
</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) Upon reorganizing as a fund of One
  Group, the Pegasus Michigan Municipal Money Market Fund became One Group
  Michigan Municipal Money Market Fund. Financial highlights for periods
  prior to March 22, 1999 represent the Pegasus Michigan Municipal Money
  Market Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS          YEAR ENDED           MARCH 30,
                                                                ENDED            DECEMBER 31,           1996 TO
                                                               JUNE 30,      --------------------     DECEMBER 31,
CLASS I                                                        1999(D)         1998        1997         1996(A)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>         <C>          <C>
NET ASSET VALUE BEGINNING OF PERIOD                            $  1.000      $  1.000     $ 1.000       $  1.000
- --------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.013         0.030       0.032          0.023
- --------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.013)       (0.030)     (0.032)        (0.023)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  1.000      $  1.000     $ 1.000       $  1.000
- --------------------------------------------------------------------------------------------------------------------------
Total Return                                                      1.34%(B)      3.02%       3.26%          3.03%(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 91,211      $110,833     $74,888       $ 49,521
  Ratio of expenses to average net assets                         0.49%(C)      0.50%       0.50%          0.59%(C)
  Ratio of net investment income to average net assets            2.65%(C)      2.97%       3.20%          3.02%(C)
  Ratio of expenses to average net assets*                        0.57%(C)      0.53%       0.54%          0.62%(C)
  Ratio of net investment income to average net assets*           2.57%(C)      2.94%       3.16%          2.99%(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. (D) Upon reorganizing as a fund of One Group, the Pegasus
  Michigan Municipal Money Market Fund became One Group Michigan Municipal
  Money Market Fund. Financial highlights for periods prior to March 22, 1999
  represent the Pegasus Michigan Municipal Money Market Fund.

<PAGE>   373

52

[PHOTO]
ONE GROUP(R)
- ---------------------------
                           FINANCIAL HIGHLIGHTS
                           Ohio Municipal Money
                           Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Funds' financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                YEAR ENDED JUNE 30,
                                                              -------------------------------------------------------
CLASS A                                                        1999        1998        1997        1996        1995
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <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                                         0.026       0.030       0.029       0.030       0.029
- -----------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                        (0.026)     (0.030)     (0.029)     (0.029)     (0.029)
  In excess of net investment income                                -           -                  (0.001)          -

Total Distributions                                            (0.026)     (0.030)     (0.029)     (0.030)     (0.029)
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 1.000     $ 1.000     $ 1.000     $ 1.000     $ 1.000
- -----------------------------------------------------------------------------------------------------------------------------
Total Return                                                    2.62%       3.06%       2.96%       3.08%       2.98%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $37,180     $39,100     $30,479     $41,132     $35,790
  Ratio of expenses to average net assets                       0.67%       0.65%       0.65%       0.66%       0.63%
  Ratio of net investment income to average net assets          2.60%       2.98%       2.90%       2.94%       2.91%
  Ratio of expenses to average net assets*                      0.80%       0.78%       0.88%       1.06%       0.95%
  Ratio of net investment income to average net assets*         2.47%       2.85%       2.67%       2.54%       2.58%
</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>
                                                                                YEAR ENDED JUNE 30,
                                                              -------------------------------------------------------
CLASS I                                                        1999        1998        1997        1996        1995
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <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                                         0.028       0.033       0.032       0.033       0.032
- -----------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                        (0.028)     (0.033)     (0.032)     (0.032)     (0.032)
  In excess of net investment income                                -           -                  (0.001)          -

Total Distributions                                            (0.028)     (0.033)     (0.032)     (0.033)     (0.032)
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 1.000     $ 1.000     $ 1.000     $ 1.000     $ 1.000
- -----------------------------------------------------------------------------------------------------------------------------
Total Return                                                    2.88%       3.31%       3.22%       3.34%       3.20%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $55,745     $77,224     $56,442     $55,915     $51,806
  Ratio of expenses to average net assets                       0.42%       0.40%       0.40%       0.41%       0.41%
  Ratio of net investment income to average net assets          2.85%       3.27%       3.17%       3.19%       3.13%
  Ratio of expenses to average net assets*                      0.55%       0.53%       0.53%       0.71%       0.60%
  Ratio of net investment income to average net assets*         2.72%       3.14%       3.04%       2.89%       2.94%
</TABLE>



* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.

<PAGE>   374

                                                                              53

photo
ONE GROUP(R)

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

                        Appendix A

                        --------------------------------------------------------
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>
                                            One Group(R) Prime Money Market Fund       1
                                      ------------------------------------------------------
                                           One Group(R) U.S. Treasury Securities
                                                               Money Market Fund       2
                                      ------------------------------------------------------
                                        One Group(R) Municipal Money Market Fund       3
                                      ------------------------------------------------------
                                           One Group(R) Michigan Municipal Money
                                                                     Market Fund       4
                                      ------------------------------------------------------
                                        One Group(R) Ohio Municipal Money Market
                                                                            Fund       5
                                      ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds,       1-5            Market
                                      STRIPS, and CUBES. The U.S. Treasury Securities
                                      Money Market Fund does not buy STRIPS and CUBES.
                                      -------------------------------------------------------------------------------
                                      Treasury Receipts: TRs, TIGRS, and CATS.              1, 3-5         Market
                                      -------------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities         1, 3-5         Market
                                      issued by agencies and instrumentalities of the                      Credit
                                      U.S. Government. These include Ginnie Mae, Fannie
                                      Mae, and Freddie Mac.
                                      -------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments       1, 3-5         Market
                                      with a stated maturity.                                              Credit
                                                                                                           Liquidity
                                      -------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a    1, 3-5         Liquidity
                                      bank in exchange for the deposit of funds.                           Credit
                                                                                                           Market
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   375

54

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Repurchase Agreements: The purchase of a security     1-5            Credit
                                      and the simultaneous commitment to return the                        Market
                                      security to the seller at an agreed upon price on                    Liquidity
                                      an agreed upon date. This is treated as a loan.
                                      -------------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a          1, 2           Market
                                      security and the simultaneous commitment to buy                      Leverage
                                      the security back at an agreed upon price on an
                                      agreed upon date. This is treated as a borrowing
                                      by a Fund.
                                      -------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3%      1              Credit
                                      of the Fund's total assets. In return the Fund                       Market
                                      will receive cash, other securities and/or letters                   Leverage
                                      of credit as collateral.
                                      -------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1, 3-5         Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for delivery at a future date.                           Liquidity
                                                                                                           Credit
                                      -------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other        1, 3-5         Market
                                      money market mutual funds, including One Group
                                      money market funds and shares of other money
                                      market funds 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.
                                      -------------------------------------------------------------------------------
                                      Extendable Commercial Notes: Variable rate notes      1, 3-5         Market
                                      which normally mature within a short period of                       Credit
                                      time (e.g., 1 month) but which may be extended by                    Liquidity
                                      the issuer for a maximum maturity of thirteen
                                      months.
                                      -------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time       1, 3-5         Credit
                                      drafts drawn on and accepted by a commercial bank.                   Liquidity
                                      Maturities are generally six months or less.                         Market
                                      -------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1, 3-5         Credit
                                      promissory notes issued by corporations and other                    Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   376

                                                                              55

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Foreign Securities: Commercial paper of foreign       1, 3-5         Market
                                      issuers and obligations of foreign banks, overseas                   Political
                                      branches of U.S. banks and supranational entities.                   Liquidity
                                                                                                           Foreign
                                                                                                           Investment
                                      -------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1, 3-5         Liquidity
                                      under the Securities Act of 1933, such as                            Market
                                      privately placed commercial paper and Rule 144A
                                      securities.
                                      -------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:               1, 3-5         Market
                                      Obligations with interest rates which are reset                      Credit
                                      daily, weekly, quarterly or some other period and                    Liquidity
                                      which may be payable to the Fund on demand.
                                      -------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          1, 3-5         Pre-payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs") and Real Estate Mortgage Investment                         Regulatory
                                      Conduits ("REMICs").
                                      -------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       1, 3-5         Market
                                      puts and standby commitments to purchase the                         Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      -------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state    1, 3-5         Market
                                      or political subdivision to obtain funds for                         Credit
                                      various public purposes. Municipal securities                        Political
                                      include private activity bonds and industrial                        Tax
                                      development bonds, as well as General Obligation                     Regulatory
                                      Notes, Tax Anticipation Notes, Bond Anticipation
                                      Notes, Revenue Anticipation 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      1              Market
                                      by banks and highly rated insurance companies such                   Credit
                                      as Guaranteed Investment Contracts ("GICs") and                      Liquidity
                                      Bank Investment Contracts ("BICs").
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   377

56

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Participation Interests: Interests in municipal       1, 3-5         Credit
                                      securities, including municipal leases, from                         Tax
                                      financial institutions such as commercial and                        Market
                                      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 the Funds
                                      to treat the income from the investment as exempt
                                      from Federal Income Tax.
                                      -------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        1, 3-5         Pre-payment
                                      company receivables, home equity loans, truck and                    Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivables or other assets.
</TABLE>

- --------------------------------------------------------------------------------
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 and
                          liquidity 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.
<PAGE>   378

                                                                              57

                        - 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
                          lender has when a borrower defaults on 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>   379

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visiting www.onegroup.com, by calling 1
                        800-480-4111 or by writing the Funds at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-123                   [ONE GROUP LOGO]

<PAGE>   380

ONE GROUP(R) MUTUAL FUNDS

ONE GROUP(R) TREASURY PRIME MONEY MARKET FUND
ONE GROUP(R) U. S. GOVERNMENT SECURITIES MONEY MARKET FUND

NOVEMBER 1, 1999

The Securities and Exchange
Commission has not approved or
disapproved the shares of any of the Funds
as an investment or determined whether
this prospectus is accurate or
complete. Anyone who tells
you otherwise is committing
a crime.


<PAGE>   381


TABLE OF CONTENTS

FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE

  One Group Treasury Prime Money Market Fund
  One Group U. S. Government Securities Money Market Fund

MORE ABOUT THE FUNDS

   Principal Investment Strategies
   Investment Risks
   Investment Policies
   Portfolio Quality and Maturity

HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS

   Purchasing Fund Shares
   Sales Charges
   Exchanging Fund Shares
   Redeeming Fund Shares

SHAREHOLDER INFORMATION

   Voting Rights
   Dividend Policies
   Tax Treatment of Shareholders
   Shareholder Inquiries

MANAGEMENT OF ONE GROUP MUTUAL FUNDS

   The Advisor
   Advisory Fees
   Year 2000 Readiness Disclosure

FINANCIAL HIGHLIGHTS

APPENDIX A:  INVESTMENT PRACTICES

                                                                               2
<PAGE>   382



FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE

ONE GROUP TREASURY PRIME MONEY MARKET FUND

WHAT IS THE GOAL OF THE TREASURY PRIME MONEY MARKET FUND?

The Fund seeks high current income with liquidity and stability of principal.

WHAT ARE THE TREASURY PRIME MONEY MARKET FUND'S MAIN INVESTMENT STRATEGIES?


The Fund invests in U. S. Treasury bills, notes, and bonds. The Fund does not
engage in repurchase transactions. The Fund will comply with SEC rules
applicable to all money market funds, including Rule 2a-7 under the Investment
Company Act of 1940. For more information about the Treasury Prime Money Market
Fund's investment strategies, please read "More About The Funds" and "Principal
Investment Strategies."


WHAT ARE THE MAIN RISKS OF INVESTING IN THE TREASURY PRIME MONEY MARKET FUND?

The main risks of investing in the Treasury Prime Money Market Fund and the
circumstances likely to adversely affect your investment are described below.
Before you invest, please read "More About the Funds" and "Investment Risks."

     Interest Rate Risk. The yield paid by the Fund will increase or decrease
     with changes in short-term interest rates.

     Net Asset Value. There is no assurance that the Fund will meet its
     investment objective of maintaining a net asset value of $1.00 per share on
     a continuous basis.

     Not FDIC insured. An investment in the Fund is not a deposit of Bank One
     Corporation or any of its subsidiaries and is not insured or guaranteed by
     the Federal Deposit Insurance Corporation or any other governmental agency.
     Although the Fund seeks to preserve the value of your investment at $1.00
     per share, it is possible to lose money by investing in the Fund.

HOW HAS THE TREASURY PRIME MONEY MARKET FUND PERFORMED?


The Treasury Prime Money Market Fund had not begun operations as of June 30,
1999. Therefore, the performance that normally would be provided in this Section
is unavailable. However, to obtain the Fund's current yield information, please
call toll-free 1-800-480-4111 or visit www.onegroup.com.


                                                                               3
<PAGE>   383


FEES AND EXPENSES OF THE TREASURY PRIME MONEY MARKET FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your         CLASS A          CLASS C    SERVICE CLASS      CLASS I
investment)(1)
<S>                                                    <C>              <C>        <C>                <C>

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

Maximum Deferred Sales
Charge (Load)(as a
percentage of original
purchase price of
redemption proceeds, as
applicable)                                              none          1.00%           none            none

Redemption Fee                                           none           none           none            none

Exchange Fee                                             none           none           none            none

Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)(2)


Investment Advisory Fees                                 .35%           .35%           .35%            .35%

Distribution [and/or Service]
(12b-1) Fees                                             .25%          1.00%           .75%            none

Other Expenses                                           .20%           .20%           .20%            .20%

Total Annual Fund Operating
Expenses                                                 .80%          1.55%          1.30%            .55%

Fee Waiver and/or Expense
Reimbursement(3)                                        (.03%)         (.03%)         (.23%)          (.03%)

Net Expenses                                             .77%          1.52%          1.07%            .52%

- -------------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum account fee may be applicable and a
    $7.00 charge may be deducted from redemption amounts paid by wire.


(2) Expense information has been restated to reflect current fees.

(3) Banc One Investment Advisors Corporation and The One Group Services Company
    have agreed to waive fees and/or reimburse expenses to limit total annual
    fund operating expenses to .77% for Class A shares, 1.52% for Class C
    shares, 1.07% for Service Class shares, and .52% for Class I shares, for the
    period beginning November 1, 1999 and ending on October 31, 2000.


                                                                               4

<PAGE>   384



Example: The examples are intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated and reflect
what you would pay if you either redeemed all of your shares or continued to
hold them at the end of the periods shown. The examples also assume that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Your actual costs may be higher or lower than those shown
below. There is no sales charge (load) on reinvested dividends.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                    CLASS A             CLASS C                       SERVICE CLASS(2)    CLASS I

                                  Assuming no    Assuming
                                  redemption     redemption at the
                                                 end of each period

     <S>            <C>          <C>          <C>                     <C>                 <C>
      1 Year(1)     $ 79         $  155       $  255                       $  109          $    53
      3 Years       $252         $  487       $  487                       $  389          $   173
      5 Years       $441         $  842       $  842                       $  691          $   304
     10 Years       $987         $1,843       $1,843                       $1,548          $   686
- --------------------------------------------------------------------------------------------------
</TABLE>



(1)  Without contractual fee waivers, 1 year expenses would be as follows:

         Class A                      $ 82
         Class C (no redemption)      $158
         Class C (with redemption)    $258
         Service Class                $132
         Class I                      $ 56

(2)  Because of the nature of the shares, investors are not expected to remain
     in Service Class shares for more than a very limited period of time.


                                                                               5
<PAGE>   385


ONE GROUP U. S. GOVERNMENT SECURITIES MONEY MARKET FUND

WHAT IS THE GOAL OF THE U. S. GOVERNMENT SECURITIES MONEY MARKET FUND?

The Fund seeks high current income consistent with liquidity and stability of
principal.

WHAT ARE THE U. S. GOVERNMENT SECURITIES MONEY MARKET FUND'S MAIN INVESTMENT
STRATEGIES?

The Fund invests in short-term securities issued or guaranteed by the U. S.
Government, its agencies or instrumentalities; and repurchase agreements
relating to such securities. The Fund will comply with SEC rules applicable to
all money market funds, including Rule 2a-7 under the Investment Company Act of
1940. For more information about the U. S. Government Securities Fund's
investment strategies, please read "More About the Funds" and "Principal
Investment Strategies."

WHAT ARE THE MAIN RISKS OF INVESTING IN THE U. S. GOVERNMENT SECURITIES MONEY
MARKET FUND?

The main risks of investing in the U. S. Government Securities Money Market Fund
and the circumstances likely to adversely affect your investment are described
below. Before you invest, please read "More About the Funds" and "Investment
Risks."

     Interest Rate Risk. The yield paid by the Fund will increase or decrease
     with changes in short-term interest rates.

     Net Asset Value. There is no assurance that the Fund will meet its
     investment objective of maintaining a net asset value of $1.00 per share on
     a continuous basis.

     Not FDIC Insured. An investment in the Fund is not a deposit of Bank One
     Corporation or any of its subsidiaries and is not insured or guaranteed by
     the Federal Deposit Insurance Corporation or any other governmental agency.
     Although the Fund seeks to preserve the value of your investment at $1.00
     per share, it is possible to lose money by investing in the Fund.

HOW HAS THE U. S. GOVERNMENT SECURITIES MONEY MARKET FUND PERFORMED?


The U. S. Government Securities Money Market Fund had not begun operations as of
June 30, 1999. Therefore, the performance that normally would be provided in
this Section is unavailable. However, to obtain the Fund's current yield
information, please call toll-free 1-800-480-4111 or visit www.onegroup.com.


                                                                               6
<PAGE>   386


FEES AND EXPENSES OF THE U. S. GOVERNMENT SECURITIES MONEY MARKET FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your         CLASS A    CLASS C    SERVICE CLASS      CLASS I
investment)(1)
<S>                                                    <C>        <C>        <C>                <C>
Maximum  Sales Charge (Load)                             none       none          none            none
Imposed on Purchases (as a
percentage of offering
price)

Maximum Deferred Sales                                   none       1.00%         none            none
Charge (Load)(as a
percentage of original
purchase price of
redemption proceeds, as
applicable)

Redemption Fee                                           none       none          none            none

Exchange Fee                                             none       none          none            none

ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)(2)


Investment Advisory Fees                                 .35%        .35%         .35%            .35%

Distribution [and/or
Service] (12b-1) Fees                                    .25%       1.00%         .75%            none

Other Expenses                                           .20%        .20%         .20%            .20%

Total Annual Fund Operating
Expenses                                                 .80%       1.55%        1.30%            .55%

Fee Waiver and/or Expense
Reimbursement(3)                                        (.03%)      (.03%)       (.23%)          (.03%)

Net Expenses                                             .77%       1.52%        1.07%            .52%

- -------------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum account fee may be applicable and a
    $7.00 charge may be deducted from redemption amounts paid by wire.


(2) Expense information has been restated to reflect current fees.

(3) Banc One Investment Advisors Corporation and The One Group Services Company
    have agreed to waive fees and/or reimburse expenses to limit total annual
    fund operating expenses to .77% for Class A shares, 1.52% for Class C
    shares, 1.07% for Service Class shares, and .52% for Class I shares, for the
    period beginning November 1, 1999 and ending on October 31, 2000.

                                                                               7
<PAGE>   387


Example: The examples are intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated and reflect
what you would pay if you either redeemed all of your shares or continued to
hold them at the end of the periods shown. The examples also assume that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Your actual costs may be higher or lower than those shown
below. There is no sales charge (load) on reinvested dividends.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                    CLASS A             CLASS C                       SERVICE CLASS(2)    CLASS I

                                  Assuming no    Assuming
                                  redemption     redemption at the
                                                 end of each period

     <S>            <C>          <C>          <C>                        <C>                <C>

      1 Year(1)     $ 79         $  155       $  255                       $  109            $  53
      3 Years       $252         $  487       $  487                       $  389            $ 173
      5 Years       $441         $  842       $  842                       $  691            $ 304
     10 Years       $987         $1,843       $1,843                       $1,548            $ 686
- ---------------------------------------------------------------------------------------------------
</TABLE>


1    Without contractual fee waivers, 1 year expenses would be as follows:

            Class A                    $ 82
            Class C (no redemption)    $158
            Class C (with redemption)  $258
            Service Class              $132
            Class I                    $ 56

2    Because of the nature of the shares, investors are not expected to remain
     in Service Class shares for more than a very limited period of time.

                                                                               8
<PAGE>   388



MORE ABOUT THE FUNDS

Each of the two funds described in this Prospectus is a series of One Group
Mutual Funds ("One Group") and is managed by Banc One Investment Advisors
Corporation ("Banc One Investment Advisors"). For more information about One
Group and Banc One Investment Advisors, please read "Management of the Funds"
and the Statement of Additional Information.

PRINCIPAL INVESTMENT STRATEGIES

The two mutual funds described in this Prospectus are designed to produce high
current income consistent with liquidity or capital preservation and stability
of principal. The principal investment strategies that are used to meet each
Fund's investment objective are described in Fund Summaries: Investments, Risk &
Performance in the front of this Prospectus. They are also described below.

                    -----------------------------------------------------------
                                    FUNDAMENTAL POLICIES

                    A Fund's investment strategy may involve "fundamental
                    policies". A policy is fundamental if it cannot be changed
                    without the consent of a majority of the outstanding shares
                    of the Fund.
                    -----------------------------------------------------------

There can be no assurance that the Funds will achieve their investment
objectives. Please note that each Fund may also use strategies that are not
described below, but which are described in the Statement of Additional
Information.

                    -----------------------------------------------------------
                              What is Average Weighted Maturity?

                    Average weighted maturity is the average of all the current
                    maturities (that is, the term of the securities) of the
                    individual securities in a fund. Average weighted maturity
                    is important to investors as an indication of a fund's
                    sensitivity to changes in interest rates. The longer the
                    average weighted maturity, the more fluctuation in share
                    price you can expect.
                    -----------------------------------------------------------


ONE GROUP TREASURY PRIME MONEY MARKET FUND.

     -    The average maturity on a dollar-weighted basis of the securities held
          by the Fund will be 90 days or less.

     -    Each security held by the Fund will mature in 397 days or less

     -    The Fund will acquire only those securities that are issued or
          guaranteed by the U. S. Treasury.

     -    The Fund does not invest in securities subject to repurchase
          agreements.

ONE GROUP U. S. GOVERNMENT SECURITIES MONEY MARKET FUND.

     -    The average maturity on a dollar-weighted basis of the securities held
          by the Fund will be 90 days or less.

     -    Each security held by the Fund will mature in 397 days or less

     -    The Fund will acquire only those securities that are issued or
          guaranteed by the U. S. Government or its agencies or
          instrumentalities, some of which may be subject to repurchase
          agreements.

INVESTMENT RISKS. The main risks associated with investing in the Money Market
Funds are described in Fund Summaries: Investments, Risk & Performance in the
front of this Prospectus. Additional risks are described below.

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.


                                                                              9
<PAGE>   389

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. The U. S. Government Securities Money Market Fund invest in
securities that are considered to be DERIVATIVES. These securities may be more
volatile than other investments. Derivatives present, to varying degrees,
market, credit, leverage, liquidity, and management risks.


                  -----------------------------------------------------------
                                     WHAT IS A DERIVATIVE?

                  Derivatives are securities or contracts (like futures and
                  options) that derive their value from the performance of
                  underlying assets or securities.
                  -----------------------------------------------------------

For more information about risks associated with the types of investments that
the Money Market Funds purchase, please read the Fund Summaries: Investments,
Risk, & Performance, Appendix A and the Statement of Additional Information.

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.

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, with respect to 75% of a Fund's total assets, 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, except as otherwise permitted by applicable law or regulation.
          This does not include securities issued or guaranteed by the United
          States, its agencies and instrumentalities, and repurchase agreements
          involving these securities.

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


PORTFOLIO MATURITY. The maturity of money market funds are subject to SEC rules.
Maturity is limited both as to total portfolio average and as to each individual
security. With respect to portfolio average, the rules limit the Fund's average
weighted maturity to 90 days. With respect to each individual security, the
remaining maturity is restricted to 397 days at acquisition. Moreover, the SEC
rules limit exposure to a single issuer to 5% of a money market fund's assets
(although there is no limit on government securities).

                                                                              10
<PAGE>   390


HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS

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, days on which
          the New York Stock Exchange ("NYSE") is closed, and the following
          holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
          Day, Good Friday, Memorial Day, Independence Day, Labor Day,
          Thanksgiving, Christmas Eve, 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 2:00 p.m., ET, for the Treasury Prime Money Market Fund;
               and

          (ii) before 4:00 p.m., ET, for the U. S. Government Securities Money
               Market Fund.

         In addition, the Funds' Custodian, State Street Bank and Trust Company,
         must receive "federal funds" before the times listed above 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.

     -    On occasion, the NYSE will close before 4 p.m. ET. When the NYSE
          closes before the times listed above, purchase requests received after
          the NYSE closes will be effective the following business day.

     -    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?

One Group offers the following classes of shares:

     -    Class A and Class C shares are available to the general public.

     -    Class I 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.

     -    When deciding what class of shares to buy, you should consider the
          amount of your investment, the length of time you intend to hold the
          shares, and the sales charges and expenses applicable to each class of
          shares.

One Group Fund Direct IRA and 403(b). One Group offers retirement plans. These
plans allow participants to defer taxes while their retirement savings grow.
Call The One Group Services Company at 1-800-480-4111 for an Adoption Agreement.

                                                                              11
<PAGE>   391

HOW MUCH DO SHARES COST?

- -    Shares are sold at net asset value ("NAV") plus a sales charge, if any.

- -    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. 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:

          (i)  2:00 p.m., ET, for the Treasury Prime Money Market Fund; and

          (ii) 4:00 p.m., ET, for the U. S. Government Securities Money Market
               Fund.

     On occasion, the NYSE will close before 4 p.m. ET. When the NYSE closes
     before the times listed above, NAV will be calculated as of the time the
     NYSE closes.

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 BANK
          ONE CORPORATION and its affiliates). The minimum initial investment
          for an IRA and 403(b) is $250.

     -    Subsequent investments must be at least $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) payable to "One Group" to:

     State Street Bank and Trust Company
     c/o One Group
     P.O. Box 8528
     Boston, MA 02266-8528

     Contributions to Fund Direct IRAs should be made payable to "State Street
     Bank and Trust Company for the Benefit of (your name)."

     If you choose to pay by wire, please call The One Group Services Company at
     1-800-480-4111.

5.   All checks must be in U.S. dollars. One Group does not accept "third party
     checks." Checks made payable to any individual and endorsed to One Group
     are considered third party checks. All checks must be payable to one of the
     following:

     -    One Group Mutual Funds,

     -    State Street Bank and Trust Company, or

     -    The specific Fund in which you are investing.

     Checks made payable to any party other than those listed above will be
     returned to the address provided on the account application.

6.   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).

7.   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.

8.   If you have any questions, contact your Shareholder Servicing Agent or call
     The One Group Services Company at 1-800-480-4111.

                                                                              12
<PAGE>   392


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 "One Group" to State Street Bank
          and Trust Company (see address above), authorize a bank transfer, or
          initiate a wire transfer to the following wire address:

              State Street Bank and Trust Company
              Attn: Custody & Shareholder Services
              ABA 011 000 028
              DDA 99034167
              FBO One Group Fund (ex: One Group Treasury Prime Money
                Market Fund--A)
              Your Account Number (ex: 123456789)
              Your Account Registration (ex: John Smith & Mary Smith, JTWROS)

     -    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, 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 One Group
              P.O. Box 8528
              Boston, MA 02266-8528

CAN I AUTOMATICALLY INVEST ON A SYSTEMATIC BASIS?

Yes. After your Account is established, you may purchase additional Class A 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.

     -    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 calling
          The One Group Services Company at 1-800-480-4111 or by sending a
          letter to:

               State Street Bank and Trust Company
               c/o One Group
               P.O. Box 8528
               Boston, MA 02266-8528

MAY I WRITE CHECKS ON MY ACCOUNT?

Class A 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.

                                                                              13
<PAGE>   393

- -    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.

- -    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.

SALES CHARGES

The One Group Services Company compensates Shareholder Servicing Agents who sell
shares of One Group. Compensation comes from sales charges, 12b-1 fees and
payments by The One Group Services Company from its own resources. The tables
below show the charges for each class of shares and the percentage of your
investment that is paid as a commission to a Shareholder Servicing Agent.

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 Contingent Deferred Sales Charge 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 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.

     -    If you exchange Class C shares of an unrelated mutual fund for Class C
          shares of One Group in connection with a fund reorganization, the CDSC
          applicable to your original shares (including the period of time you
          have held those shares) will be applied to One Group shares you
          receive in the reorganization.

12b-1 FEES

Each One Group Fund has adopted a plan under Rule 12b-1 that allows it to pay
distribution and shareholder servicing fees for the sale and distribution of
shares of the Funds. These fees are called 12b-1 FEES. 12b-1 fees are paid by
One Group Mutual Funds 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 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 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 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%
               for each Fund.

          4.   There are no 12b-1 fees for Class I shares.

                                                                              14
<PAGE>   394

- -    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 Class A shares.

- -    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.

- -    Because 12b-1 fees are paid out of Fund assets on an on-going basis, over
     time these fees will increase the cost of your investment and may cost you
     more than paying other types of sales charges.

SALES CHARGE REDUCTIONS AND WAIVERS

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1.   If you withdraw no more than 10% of the value of your account. Shares
     received from dividend and capital gains reinvestment are included in
     calculating amounts eligible for this waiver. You need to participate in
     the Systematic Withdrawal Plan to take advantage of this waiver.

2.   If you buy the shares in connection with certain retirement plans, such as
     401(k) and similar qualified plans.

3.   If you are the shareholder (or a joint shareholder), or a participant or
     beneficiary of certain retirement plans and you die or become disabled (as
     defined by 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.   Exchanged 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.   Exchanged for Class C shares of other One Group Funds. However, you may pay
     a sales charge when you redeem the Fund Shares you received in the
     exchange. Please read Do I Pay a Sales Charge on an Exchange?

7.   If The One Group Services Company receives notice before you invest
     indicating that your Shareholder Servicing Agent, due to the type of
     account that you have, is waiving its commission.

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. The waivers
described above will not continue indefinitely and may be discontinued at any
time without notice.

EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

     -    Class I shares of a Fund may be exchanged for Class A shares of that
          Fund or for Class A or Class I shares of another One Group Fund.

     -    Class A shares of a Fund may be exchanged for Class I shares of that
          Fund or for Class A or Class I shares of another One Group Fund, but
          only if you are eligible to purchase those shares.

     -    Class C shares of a Fund may be exchanged for Class C shares of
          another One Group Fund.

     -    Service Class shares do not have exchange privileges.

One Group Funds offer a Systematic Exchange Privilege which allows you to
automatically exchange shares of one fund to another on a monthly or quarterly
basis. This privilege is useful in Dollar Cost Averaging. To participate in the
Systematic Exchange Privilege, please select it on your account application. To
learn more about it, please call The One Group Services Company at
1-800-480-4111.

                                                                              15

<PAGE>   395

One Group does not charge a fee for this privilege. In addition, 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: (i) 4:00
          p.m., ET.

     -    You have provided 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 Class I 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 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 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
          for Federal income tax purposes.

     -    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, 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, 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.

                                                                              16
<PAGE>   396

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. ET (or when the NYSE closes) 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:

          One Group
          c/o State Street Bank and Trust Company
          P.O. Box 8528
          Boston, MA 02266-8528

     -    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 participant in 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;

          3.   the redemption check is mailed to the shareholder at the record
               address; or

          4.   the redemption is payable by wire or bank transfer (ACH) to a
               pre-existing bank account.

     -    On the Account Application Form you may elect to have the redemption
          proceeds mailed or wired to:

          1.   a designated commercial bank; or

          2.   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. If you have wire instructions
          on file, the Funds will attempt to honor requests for same day payment
          if the request is received before 2:00 p.m., ET for the Treasury Prime
          Money Market Fund and 4:00 p.m., ET for the U. S. Government
          Securities Money Market Fund. If redemption requests are received
          after these times, the Funds will attempt to wire payment the next
          business day.

     -    The Funds also will attempt to honor requests for payment 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.

          -    If you own Class A, Service Class or Class I shares, you will
               receive the NAV calculated after your redemption request is
               received. Please read "How Much Do Shares Cost?"

          -    If you own 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.

                                                                              17
<PAGE>   397


     -    Call your Shareholder Servicing Agent or The One Group Service 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.

     -    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, 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 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. Shares received
               from dividend and capital gains reinvestment are included in
               calculating the 10%. The applicable Class B or Class C sales
               charge is waived provided your withdrawals do not exceed 10%
               annually. Withdrawals in excess of 10% will subject the entire
               annual withdrawal to the applicable sales load.

          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

     -    Generally, all redemptions will be for cash. However, if you redeem
          shares worth $500,000 or more of a Fund's assets, the Fund reserves
          the right to pay part or all of your redemption proceeds in readily
          marketable securities instead of cash. If payment is made in
          securities, the Fund will value the securities selected in the same
          manner in which it computes its NAV. This process minimizes the effect
          of large redemptions on the Fund and its remaining shareholders.

     -    If you redeem shares for which you paid by check, and One Group has
          not yet received payment on the check, One Group will delay forwarding
          your redemption proceeds until payment has been collected from your
          bank.

     -    Because of the high cost of handling small investments, One Group
          charges a sub-minimum account fee. Accounts under $1,000 that are not
          participating in a Systematic Investment Plan will be assessed an
          annual fee of $10.00 per Fund. The sub-minimum account fee will not
          apply to IRA accounts and the accounts of employees of Bank One
          Corporation and its affiliates.

     -    One Group may suspend your ability to redeem when:

          1.   Trading on the New York Stock Exchange ("NYSE") is restricted.

                                                                              18
<PAGE>   398


          2.   The NYSE is closed (other than weekend and holiday closings).

          3.   The SEC has permitted a suspension.

          4.   An emergency exists.

          The Statement of Additional Information offers more details about this
          process.

          -    You generally will recognize a gain or loss on a redemption for
               Federal income tax purposes. You should talk to your tax advisor
               before making a redemption.

                                                                              19
<PAGE>   399


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.

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 Class I 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 8528, Boston, MA
02266-8528, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street. You also may change the way you receive dividends
and distributions by calling The One Group Services Company at 1-800-480-4111.

TAX TREATMENT OF SHAREHOLDERS

TAXATION OF SHAREHOLDER TRANSACTIONS

A sale, exchange, or redemption of Fund shares may 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.
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 (generally, all
of the Fund's net investment income) will be taxable as ordinary income.

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid in the previous year.

TAXATION OF RETIREMENT PLANS

Distributions by the Funds to qualified retirement plans generally 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.

                                                                              20
<PAGE>   400

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, call
1-800-480-4111, or visit "www.onegroup.com".

REPORTING

In March and September you will receive a financial report from One Group. In
addition, One Group will periodically send you proxy statements and other
reports.

                                                                              21
<PAGE>   401


MANAGEMENT OF ONE GROUP MUTUAL FUNDS

THE ADVISOR


Banc One Investment Advisors (1111 Polaris Parkway, P.O. Box 71021, Columbus,
Ohio 43271-0211) makes the day-to-day investment decisions for the Funds and
continuously reviews, supervises and administers each Fund's investment program.
Banc One Investment Advisors performs its responsibilities subject to the
supervision of, and policies established by, the Trustees of One Group
Mutual Funds. Banc One Investment Advisors has served as investment advisor
to the Trust since its inception. In addition, Banc One Investment Advisors
serves as investment advisor to other mutual funds and individual corporate,
charitable, and retirement accounts. As of June 30, 1999, Banc One Investment
Advisors, an indirect wholly-owned subsidiary of Bank One Corporation, managed
over $126 billion in assets.


YEAR 2000 READINESS DISCLOSURE

The services provided to One Group by Banc One Investment Advisors and other
service providers (including foreign subcustodians and depositories) are
dependent on those service providers' computer systems. Many computer software
and hardware systems in use today cannot distinguish between the year 2000 and
the year 1900 because of the way dates are encoded and calculated (the "Year
2000 Issue"). The failure to make this distinction could have a negative
implication on handling securities, trades, pricing and account services. Banc
One Investment Advisors and One Group's other service providers are taking steps
that each believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems they use. The Funds have no reason to believe
these steps will not be sufficient to avoid any material adverse impact on One
Group, although there can be no assurances. The costs or consequences of
incomplete or untimely resolution of the Year 2000 Issue are unknown to Banc One
Investment Advisors and One Group's other service providers at this time but
could have a material adverse impact on the operations of One Group, Banc One
Investment Advisors, The One Group Services Company and One Group's other
service providers.

In addition, companies in which the Fund invests may experience Year 2000
problems. Foreign issuers, especially those in emerging markets, may be more
susceptible to such problems than U.S. issuers. These problems could negatively
affect the value of the issuer's securities, which in turn could impact the
Fund's performance.

                                                                              22
<PAGE>   402


FINANCIAL HIGHLIGHTS

ONE GROUP TREASURY PRIME MONEY MARKET FUND    Financial Highlights

This section normally would include Financial Highlights for the Fund. Because
the Fund had not begun operations as of June 30, 1999, there are no Financial
Highlights for the Fund.

                                                                              23
<PAGE>   403


ONE GROUP U. S. GOVERNMENT SECURITIES MONEY MARKET FUND    Financial Highlights

This section normally would include Financial Highlights for the Fund. Because
the Fund had not begun operations as of June 30, 1999, there are no Financial
Highlights for the Fund.

                                                                              24
<PAGE>   404


                                   APPENDIX A

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>
One Group Treasury Prime Money Market Fund                                                            1
One Group U. S. Government Securities Money Market Fund                                               2

</TABLE>

<TABLE>
<CAPTION>
INSTRUMENT                                                                             FUND CODE         RISK TYPE
- ----------                                                                             ---------         ---------
<S>                                                                                    <C>               <C>
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds.                                           1-2             Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued                                       2              Market
by agencies and instrumentalities of the U.S. Government.                                                 Credit
These include Ginnie Mae, Fannie Mae, and Freddie Mac.

REPURCHASE AGREEMENTS: The purchase of a security and                                      2              Credit
the simultaneous commitment to return the security to                                                     Market
the seller at an agreed upon price on an agreed upon                                                     Liquidity
date. This is treated as a loan.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS:                                            2              Market
Purchase or contract to purchase securities at a                                                         Leverage
fixed price for delivery at a future date.                                                               Liquidity

INVESTMENT COMPANY SECURITIES: Shares of other money                                       2              Market
market mutual funds, including One Group money market funds
and shares of other money market funds 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                                        2              Market
with interest rates which are reset daily, weekly,                                                        Credit
quarterly or some other period and which may be                                                          Liquidity
payable to the Fund on demand.

MORTGAGE-BACKED SECURITIES: Debt obligations secured                                       2            Pre-payment
by real estate loans and pools of loans. These include                                                    Market
collateralized mortgage obligations ("CMOs") and Real                                                     Credit
Estate Mortgage Investment Conduits ("REMICs").                                                         Regulatory

</TABLE>


                                                                              25

<PAGE>   405


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 and liquidity 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.

- -    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.

- -    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.

- -    REGULATORY RISK. The risk associated with Federal and state laws which may
     restrict the remedies that a lender has when a borrower defaults on 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.


                                                                              26

<PAGE>   406


If you want more information about the Funds, the following documents are free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Funds' investments
is available in the Funds' annual and semi-annual reports to shareholders. In
each Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed
information about the Funds and is incorporated into this prospectus by
reference.


HOW CAN I GET MORE INFORMATION? You can get a free copy of the semiannual/annual
reports or the SAI, request other information or discuss your questions about
the Fund by visiting www.onegroup.com, calling 1 800-480-4111 or by writing the
Funds at:


         One Group(R) Mutual Funds
         3435 Stelzer Road
         Columbus, Ohio 43219

You can also review and copy the Funds' reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission ("SEC"). (For
information about the SEC's Public Reference Room call 1-800-SEC-0330). You can
also get reports and other information about the Funds from the SEC's web site
at http://www.sec.gov or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009 and paying a copying charge.

(Investment Company Act File No. 811-4236)


                                                                              27
<PAGE>   407
INSTITUTIONAL MONEY MARKET FUNDS

                    PROSPECTUS

                    NOVEMBER 1, 1999

                                                                [ONE GROUP LOGO]

                    One Group(R) Institutional Prime Money Market Fund

                    One Group(R) Treasury Only Money Market Fund

                    One Group(R) Government Money Market Fund

                    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
                    DISAPPROVED THE SHARES OF ANY OF THE FUNDS AS AN INVESTMENT
                    OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
                    COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
                    CRIME.
<PAGE>   408

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
             One Group Institutional Prime Money Market Fund  2
                                                              ---------
                   One Group Treasury Only Money Market Fund  6
                                                              ---------
                      One Group Government Money Market Fund  10
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  14
                                                              ---------
                                            Investment Risks  15
                                                              ---------
                                         Investment Policies  16
                                                              ---------
                              Portfolio Quality and Maturity  18
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  19
                                                              ---------
                                      Exchanging Fund Shares  21
                                                              ---------
                                       Redeeming Fund Shares  22
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  24
                                                              ---------
                                           Dividend Policies  24
                                                              ---------
                               Tax Treatment of Shareholders  24
                                                              ---------
                                        Shareholder Inquires  25
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  26
                                                              ---------
                              Year 2000 Readiness Disclosure  26
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  27
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  30
                                                              ---------
</TABLE>
<PAGE>   409
                    FUND SUMMARIES

                    INVESTMENTS, RISK & PERFORMANCE
<PAGE>   410

2
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE


                        Institutional Prime Money Market Fund


WHAT IS THE GOAL OF THE
  INSTITUTIONAL PRIME
  MONEY MARKET FUND?    The Fund seeks current income with liquidity and
                        stability of principal.


WHAT ARE THE
INSTITUTIONAL
  PRIME MONEY MARKET
  FUND'S MAIN INVESTMENT
  STRATEGIES?           The Fund invests exclusively in high quality, short-term
                        money market instruments. These instruments include
                        commercial paper, bank obligations and deposit notes.
                        The Fund will comply with Securities and Exchange
                        ("SEC") rules applicable to all money market funds,
                        including Rule 2a-7 under the Investment Company Act of
                        1940. The Fund will concentrate its investments in the
                        financial services industry, including asset-backed
                        commercial paper programs. For more information about
                        the Institutional Prime Money Market Fund's investment
                        strategies, please read "More About The Funds" and
                        "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  INSTITUTIONAL PRIME
  MONEY MARKET FUND?    The main risks of investing in the Institutional Prime
                        Money Market Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        Before you invest, please read "More About One Group
                        Mutual Funds" and "Investment Risks."
<PAGE>   411

                                                                               3
- ---------------------------

                           Institutional Prime
                           Money Market Fund

                MAIN RISKS
- --------------------------
                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.


                        Concentration. The Fund will invest a significant
                        portion of its assets in the securities of companies in
                        the financial services industry. Because of the Fund's
                        greater exposure to that industry, economic, political
                        and regulatory developments affecting the financial
                        services industry will have a disproportionate impact on
                        the Fund. These developments include changes in interest
                        rates, earlier than expected repayments by borrowers, an
                        inability to achieve the same yield on the reinvestment
                        of prepaid obligations, and Federal and state laws which
                        may restrict the remedies that a lender has when a
                        borrower defaults on a loan.


                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   412

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Institutional Prime
                           Money Market Fund


HOW HAS THE INSTITUTIONAL
  PRIME MONEY MARKET
  FUND PERFORMED?       This section normally would include a bar chart and
                        average annual total return table. The Institutional
                        Prime Money Market Fund began operations on April 19,
                        1999 and did not have a full calendar year of investment
                        returns as of the date of this prospectus. However, to
                        obtain the Fund's current yield information, please call
                        toll-free 1-877-691-1118 or visit www.onegroup.com.



FEES AND EXPENSES       This table describes the fees and expenses that you may
                        pay if you buy and hold shares of the Fund.



<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT)(1)                  CLASS I   CLASS S
                                     ---------------------------------------------------------------------------------------
                                     <S>                                                           <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                            NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                  NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                     Exchange Fee                                                    NONE      NONE
                                     ---------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ---------------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)(2)              CLASS I   CLASS S
                                     ---------------------------------------------------------------------------------------
                                     <S>                                                           <C>       <C>     <C>
                                     Investment Advisory Fees                                        .10%      .10%
                                     ---------------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                      NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                     Other Expenses                                                  .15%      .40%
                                     ---------------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                            .25%      .50%(3)
                                     ---------------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement(4)                     (.07%)    (.15%)
                                     ---------------------------------------------------------------------------------------
                                     Net Expenses                                                    .18%      .35%
                                     ---------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.

                        (3) Class S shareholders pay a shareholder servicing
                            fee equal to .25% of the average daily net assets
                            of such shares. The services provided may include
                            providing reports and other information related
                            to the maintenance of shareholder accounts.


                        (4) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .18% for Class I shares and .35% for Class S
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.

<PAGE>   413

                                                                               5

- ------------------------------------
                           INSTITUTIONAL PRIME
                           MONEY MARKET FUND

                       EXAMPLES

The examples are intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The examples assume that you
invest $10,000 in the fund for the time periods indicated and reflect what you
would pay if you either redeemed all of your shares or continued to hold them at
the end of the periods shown. The examples also assume that your investment has
a 5% return each year and that the fund's operating expenses remain the same.
Your actual costs may be higher or lower than those shown below. There is no
sales charge (load) on reinvested dividends.


<TABLE>
<CAPTION>
                                                         CLASS I     CLASS S
                                     ----------------------------------------------
                                     <S>                 <C>         <C>       <C>
                                     1 Year (1)           $ 18        $ 36
                                     ----------------------------------------------
                                     3 Years                73         145
                                     ----------------------------------------------
                                     5 Years               134         265
                                     ----------------------------------------------
                                     10 Years              311         614
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class I shares would be $26 and Class S
                            shares would be $51.
<PAGE>   414

6
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Treasury Only Money Market Fund

WHAT IS THE GOAL OF THE
  TREASURY ONLY MONEY
  MARKET FUND?          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.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF
  THE TREASURY ONLY
  MONEY MARKET FUND?    The Fund invests exclusively in short-term U.S. Treasury
                        bills, notes, and bonds. The Fund will comply with SEC
                        rules applicable to all money market funds, including
                        Rule 2a-7 under the Investment Company Act of 1940. For
                        more information about the Treasury Only Money Market
                        Fund's investment strategies, please read "More About
                        The Funds" and "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  TREASURY ONLY MONEY
  MARKET FUND?          The main risks of investing in the Treasury Only Money
                        Market Fund and the circumstances likely to adversely
                        affect your investment are described below. Before you
                        invest, please read "More About One Group Mutual Funds"
                        and "Investment Risks."
<PAGE>   415

                                                                               7
- ---------------------------
                           Treasury Only Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.
                        Although the Fund seeks to preserve the value of your
                        investment at $1.00 per share, it is possible to lose
                        money by investing in the Fund.

<PAGE>   416

8
ONE GROUP(R)

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

                           FUND SUMMARY
                           Treasury Only Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year- by-year results.


HOW HAS THE TREASURY
  ONLY MONEY MARKET
  FUND PERFORMED?       By showing the variability of the Treasury Only Money
                        Market Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        TREASURY ONLY MONEY MARKET FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                               ONE GROUP TREASURY ONLY MONEY MARKET FUND
                                                               -----------------------------------------
<S>                                                           <C>
1994                                                                             4.02
1995                                                                             5.67
1996                                                                              5.2
1997                                                                             5.28
1998                                                                             5.08
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.39%.

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

                Best Quarter:  1.43%  2Q1995        Worst Quarter:  .77%  4Q1993

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


                        AVERAGE ANNUAL TOTAL RETURNS  (1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                 1 YEAR       5 YEARS           LIFE
                                             CLASS I                                      (since 4/16/93)
                                     <S>                         <C>          <C>        <C>
                                     One Group Treasury Only
                                       Money Market Fund         5.08%         5.05%           4.80%
</TABLE>



                        (1) The Fund also offers Class S shares. Class S
                            shares had not commenced operations prior to the
                            date of this prospectus.



                                    TO OBTAIN CURRENT YIELD INFORMATION, CALL
                                    TOLL-FREE 1-877-691-1118 OR VISIT
                                    WWW.ONEGROUP.COM.

<PAGE>   417

                                                                               9
- ---------------------------
                          Treasury Only Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or continued to hold
them at the end of the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ---------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                 CLASS I   CLASS S
                                     ---------------------------------------------------------------------------------------
                                     <S>                                                           <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                            NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                  NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                     Exchange Fee                                                    NONE      NONE
                                     ---------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ---------------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)             CLASS I   CLASS S
                                     ---------------------------------------------------------------------------------------
                                     <S>                                                           <C>       <C>     <C>
                                     Investment Advisory Fees                                        .08%      .08%
                                     ---------------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                      NONE      NONE
                                     ---------------------------------------------------------------------------------------
                                     Other Expenses                                                  .10%      .35%(3)
                                     ---------------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                            .18%      .43%
                                     ---------------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (4)                     NONE     (.08%)
                                     ---------------------------------------------------------------------------------------
                                     Net Expenses                                                    .18%      .35%
                                     ---------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.
                        (2) Expense Information has been restated to reflect
                            current fees.

                        (3) Class S shareholders pay a shareholder servicing
                            fee equal to .25% of the average daily net assets
                            of such shares. The services provided may include
                            providing reports and other information related
                            to the maintenance of shareholder accounts.


                        (4) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .18% for Class I shares and .35% for Class S
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                                                                   CLASS I   CLASS S
                                     ---------------------------------------------------------------------------------------
                                     <S>                                                           <C>       <C>     <C>
                                     1 Year (1)                                                     $ 18      $ 36
                                     ---------------------------------------------------------------------------------------
                                     3 Years                                                          58       130
                                     ---------------------------------------------------------------------------------------
                                     5 Years                                                         101       233
                                     ---------------------------------------------------------------------------------------
                                     10 Years                                                        230       534
                                     ---------------------------------------------------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class S shares would be $44.
<PAGE>   418

10
ONE GROUP(R)
- ---------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Government Money
                        Market Fund

WHAT IS THE GOAL OF THE
  GOVERNMENT MONEY
  MARKET FUND?          The Fund seeks high current income with liquidity and
                        stability of principal.

WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF
  THE GOVERNMENT MONEY
  MARKET FUND?          The Fund invests exclusively in high quality, short-term
                        securities that are issued or guaranteed by the U.S.
                        government or by U.S. government agencies and
                        instrumentalities. Some of the securities purchased by
                        the Fund may be subject to repurchase agreements. The
                        Fund will comply with SEC rules applicable to all money
                        market funds, including Rule 2a-7 under the Investment
                        Company Act of 1940. For more information about the
                        Fund's investment strategies, please read "More About
                        The Funds" and "Principal Investment Strategies."
WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  GOVERNMENT MONEY
  MARKET FUND?          The main risks of investing in the Government Money
                        Market Fund and the circumstances likely to adversely
                        affect your investment are described below. Before you
                        invest, please read "More About One Group Mutual Funds"
                        and "Investment Risks."
<PAGE>   419

                                                                              11
- ---------------------------
                           Government Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.
                        Although the Fund seeks to preserve the value of your
                        investment at $1.00 per share, it is possible to lose
                        money by investing in the Fund.

<PAGE>   420

12
ONE GROUP(R)

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

                           FUND SUMMARY
                           Government Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year- by-year results.


HOW HAS THE GOVERNMENT
  MONEY MARKET FUND
  PERFORMED?            By showing the variability of the Government Money
                        Market Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        GOVERNMENT MONEY MARKET FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                ONE GROUP GOVERNMENT MONEY MARKET FUND
                                                                --------------------------------------
<S>                                                           <C>
1994                                                                             4.24
1995                                                                             5.87
1996                                                                             5.42
1997                                                                             5.56
1998                                                                             5.47
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.72%.

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

                 Best Quarter:  1.47%  2Q1995       Worst Quarter:  .81%  4Q1993

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


                        AVERAGE ANNUAL TOTAL RETURNS  (1 ) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                 1 YEAR       5 YEARS           LIFE
                                             CLASS I                                      (since 6/14/93)
                                     <S>                         <C>          <C>        <C>
                                     One Group Government
                                       Money Market Fund         5.47%         5.31%           5.10%
</TABLE>



                        (1) The Fund also offers Class S shares. Class S
                            shares had not commenced operations prior to the
                            date of this prospectus.



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-877-691-1118 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   421

                                                                              13
- ---------------------------
                           Government Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or continued to hold
them at the end of the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS I   CLASS S
                                     --------------------------------------------------------------------------
                                     <S>                                              <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                        NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)               NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE      NONE
                                     --------------------------------------------------------------------------
                                     Exchange Fee                                       NONE      NONE
                                     --------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     -----------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)   CLASS I   CLASS S
                                     -----------------------------------------------------------------------------
                                     <S>                                                 <C>       <C>     <C>
                                     Investment Advisory Fees                              .08%      .08%
                                     -----------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees            NONE      NONE
                                     -----------------------------------------------------------------------------
                                     Other Expenses                                        .10%      .35%(3)
                                     -----------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                  .18%      .43%
                                     -----------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (4)           NONE     (.08%)
                                     -----------------------------------------------------------------------------
                                     Net Expenses                                          .18%      .35%
                                     -----------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.
                        (2) Expense Information has been restated to reflect
                            current fees.

                        (3) Class S shareholders pay a shareholder servicing
                            fee equal to .25% of the average daily net assets
                            of such shares. The services provided may include
                            providing reports and other information related
                            to the maintenance of shareholder accounts.


                        (4) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .18% for Class I shares and .35% for Class S
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                          CLASS I   CLASS S
                                     ----------------------------------------------
                                     <S>                  <C>       <C>     <C>
                                     1 Year (1)            $ 18      $ 36
                                     ----------------------------------------------
                                     3 Years                 58       130
                                     ----------------------------------------------
                                     5 Years                101       233
                                     ----------------------------------------------
                                     10 Years               230       534
                                     ----------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class S shares would be $44.
<PAGE>   422

14
ONE GROUP(R)

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

                        MORE ABOUT THE FUNDS

                        Each of the three Funds described in this Prospectus is
                        a series of One Group Mutual Funds ("One Group") and is
                        managed by Banc One Investment Advisors Corporation
                        ("Banc One Investment Advisors"). For more information
                        about One Group and Banc One Investment Advisors, please
                        read "Management of the Funds" and the Statement of
                        Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT
   STRATEGIES           The three mutual funds described in this Prospectus are
                        designed to produce high current income consistent with
                        liquidity and stability of principal. The principal
                        investment strategies that are used to meet each Fund's
                        investment objective are described in Fund Summaries:
                        Investments, Risk & Performance in the front of this
                        Prospectus. They are also described below.

                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        also may use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

- -----
                        ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND. The
                        Fund invests only in U.S. dollar denominated securities.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund invests exclusively in money market
                          instruments. These include, but are not limited to:

                          1. U.S. Treasury obligations and obligations issued or
                             guaranteed by U.S. agencies or instrumentalities.

                          2. mortgage backed securities.

                          3. commercial paper.

                          4. bank obligations and deposit notes.

                          5. notes/bonds.

                          6. medium term notes.

                          7. funding agreements.

                          8. domestic or Yankee or Euro certificates of deposit.
<PAGE>   423

                                                                              15

                        - The Fund will invest at least 25% of its total assets
                          in securities issued by companies in the financial
                          services industry, although the Fund may invest less
                          than 25% of its total assets in that industry if
                          warranted due to adverse economic conditions and if
                          investing less than that amount would be in the best
                          interests of shareholders. The financial services
                          industry includes banks, broker-dealers, finance
                          companies and other issuers of asset-backed
                          securities.

                        - The Fund may lend its portfolio's securities.

- -----
                        ONE GROUP TREASURY ONLY MONEY MARKET FUND. The Fund
                        invests only in U.S. dollar denominated securities.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund may lend its portfolio's securities.

- -----
                        ONE GROUP GOVERNMENT MONEY MARKET FUND. The Fund invests
                        only in U.S. dollar denominated securities.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - In addition to fixed rate government securities, the
                          Fund also will invest in government securities that
                          are:

                          1. variable and floating rate instruments.

                          2. mortgage backed securities.


                          3. other money market funds that have similar
                             investment policies and objectives. These money
                             market funds must only invest in securities with
                             short-term ratings equivalent to or higher than in
                             which the Fund invests.


                        - The Fund may lend its portfolio's securities.

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual securities in a fund calculated
              so as to count most heavily those
              securities with the highest dollar value.
              Average weighted maturity is important to
              investors as an indication of a fund's
              sensitivity to changes in interest rates.
              The longer the average weighted maturity,
              the more fluctuation in yield you can
              expect.


- --------------------------------------------------------------------------------
INVESTMENT RISKS        The main risks associated with investing in the
                        Institutional Money Market Funds are described in the
                        Fund Summaries: Investments, Risk & Performance in the
                        front of this Prospectus. Additional risks are described
                        below.

- -----
                        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.
<PAGE>   424

16

- -----
                        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.

- -----

                        PREPAYMENT AND CALL RISK. As part of its investment
                        strategy, the Institutional Prime Money Market Fund
                        invests in mortgage-backed and asset-backed securities
                        and the Government Money Market Fund may invest in
                        mortgage-backed securities. These securities are subject
                        to prepayment and all risks. The issuers of these
                        securities may be able to repay principal early,
                        especially when interest rates fall. Changes in
                        prepayment rates can affect the return on investment and
                        yield of mortgage-backed and asset-backed securities.
                        When obligations are prepaid, the Fund may have to
                        reinvest in securities with lower yields. The Fund may
                        fail to recover premiums paid for the securities,
                        resulting in an unexpected capital loss.


- -----
                        DERIVATIVES. The Institutional Prime Money Market Fund
                        and the Government Money Market Fund may invest in
                        securities that are considered to be DERIVATIVES. These
                        securities may be more volatile than other investments.
                        Derivatives present, to varying degrees, market, credit,
                        leverage, liquidity, and management risks.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

                        For more information about risks associated with the
                        types of investments that the Institutional Money Market
                        Funds purchase, please read the Fund Summaries:
                        Investments, Risk & Performance, Appendix A and the
                        Statement of Additional Information.

- --------------------------------------------------------------------------------
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:

                        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.
<PAGE>   425

                                                                              17

                        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 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 regard to this
                           restriction as permitted by applicable law.

- -----
                        POLICIES OF SPECIFIC FUNDS


                        The Institutional Prime Money Market Fund:


                        1. Will not 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.

                        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 (except that the Fund may concentrate
                           its investments in securities issued by companies in
                           the financial services industry.) This does not
                           include obligations issued or guaranteed by the U.S.
                           government or its agencies or instrumentalities,
                           domestic bank certificates of deposit or banker's
                           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 Treasury Only and Government Money Market Funds:


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

                        The Treasury Only Money Market Fund:

                        1. Will not purchase securities other than U.S. Treasury
                           bills and notes.

                        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.
<PAGE>   426

18

                        Additional investment policies can be found in the
                        Statement of Additional Information.

- -----
                        ILLIQUID INVESTMENTS. The 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 Board of Trustees of One Group Mutual Funds in
                        determining whether an investment is illiquid.

- --------------------------------------------------------------------------------
PORTFOLIO QUALITY
   AND MATURITY         The quality and maturity of money market funds are
                        subject to SEC rules. Quality is generally restricted to
                        the two highest short term ratings or their equivalent.
                        Maturity is limited both as to total portfolio average
                        and as to each individual security. With respect to
                        portfolio average, the rules limit the Fund's average
                        weighted maturity to 90 days. With respect to each
                        individual security, remaining maturity is restricted to
                        397 days at acquisition. Moreover, the SEC rules limit
                        exposure to a single issuer to 5% of a money market
                        fund's assets (although there is no limit on government
                        securities).
<PAGE>   427

                                                                              19
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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:

                        - Institutional investors and other accredited
                          investors, including affiliates of Bank 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.

                        - If you have questions about eligibility, please call
                          The One Group Services Company at 1-877-691-1118.

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, days on which the New York Stock
                          Exchange ("NYSE") is closed, 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, Christmas Eve 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 3:00 p.m. ET for the Treasury Only Money
                               Market Fund; and

                          (ii) before 5:00 p.m. ET for the Institutional Prime
                               and Government Money Market Funds.


                        - On occasion, the NYSE closes before 4:00 p.m. ET. When
                          the NYSE closes early, purchase requests received
                          after the NYSE closes will be effective the following
                          business day.


                        - In addition, the Fund's custodian, State Street Bank
                          and Trust Company, must receive "federal funds" before
                          4:00 p.m. ET, 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.
<PAGE>   428

20

                        - 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.

WHAT KIND OF SHARES CAN I
  BUY?                  One Group offers the following classes of shares:

                        - Class I shares are available to institutional
                          investors and any organization authorized to act in a
                          fiduciary, advisory, custodial or agency capacity. We
                          refer to these entities as "Intermediaries".

                        - Class S shares are available to Intermediaries
                          purchasing shares on behalf of investors requiring
                          additional services.

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 3:00 p.m. ET
                          for the Treasury Only and at 5:00 p.m. ET for all of
                          the Institutional Prime Money Market Fund and the
                          Government Money Market Fund.

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. You
                            also must maintain a minimum account balance of
                            $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 authorize a bank
                           transfer or initiate a wire transfer payable to "One
                           Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        5. 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.

                        6. If you have any questions, contact your Shareholder
                           Servicing Agent or call The One Group Services
                           Company at 1-877-691-1118.
<PAGE>   429

                                                                              21

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 1-877-691-1118 to relay your
                          purchase instructions.

                        - Authorize a bank transfer or initiate a wire transfer
                          payable to "One Group" to State Street Bank and Trust
                          Company to the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY AND SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP INSTITUTIONAL PRIME MONEY MARKET
                                   FUND)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: ABC CORPORATION)

                        - 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, 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

- --------------------------------------------------------------------------------
EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may exchange your shares for shares of any other
                        Fund described in this prospectus.

                        - One Group may change the terms and conditions of your
                          exchange privileges upon 60 days written notice.

                        - One Group Funds offers a Systematic Exchange Privilege
                          which allows you to automatically exchange shares of
                          one fund to another on a monthly or quarterly basis.
                          This privilege is useful in Dollar Cost Averaging. To
                          participate in the Systematic Exchange Privilege,
                          please select it on your account application. To learn
                          more about it, please call The One Group Services
                          Company at 1-877-691-1118.

                        - 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 3:00 p.m. ET.

                        - You have provided One Group with all of the
                          information necessary to process the exchange.
<PAGE>   430

22

                        - 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.

ARE EXCHANGES TAXABLE?
                        Generally:

                        - An exchange between Funds is considered a sale and may
                          result 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,
                          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, 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 3:00 p.m. ET for the Treasury Only
                          Money Market Fund and 5:00 p.m. ET for the
                          Institutional Prime and Government Money Market Funds,
                          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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - You may request redemption forms by calling The One
                          Group Services Company at 1-877-691-1118

                        - State Street Bank and Trust Company may require that
                          the signature on your redemption request be guaranteed
                          by a participant in the Securities Transfer
                          Association Medallion Program or the Stock Exchange
                          Medallion Program, unless:


                          1. the redemption is payable to the shareholder of
                             record;



                          2. the redemption check is mailed to the shareholder
                             at the record address; or



                          3. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.

<PAGE>   431

                                                                              23

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. A designated commercial bank; or

                          2. Your Shareholder Servicing Agent.

                        - Your redemption proceeds will ordinarily be paid
                          within seven days after receipt of the redemption
                          request. If you have wire instructions on file, the
                          Funds will attempt to honor requests for same day
                          payment if the request is received before 3:00 p.m. ET
                          for the Treasury Only Money Market Fund and 5:00 p.m.
                          ET for the Institutional Prime and Government Money
                          Market Funds. If redemption requests are received
                          after those times, the Funds will attempt to wire
                          payment the next business day.

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 The One Group
                          Services Company at 1-877-691-1118 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.

                        - 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, 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
- -------------------------

                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.



                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank. One Group generally receives payment within ten
                          (10) calendar days of purchase.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the NYSE is restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.
<PAGE>   432

24

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                          details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax adviser before making a redemption.

- --------------------------------------------------------------------------------
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.

        DIVIDEND POLICIES
- -------------------------
                        DIVIDENDS. Dividends payable on Class I shares will be
                        more than those payable on Class S shares. This is
                        because Class S shares have higher expenses.

                        The Funds generally declare dividends each business day.
                        Dividends are distributed on the first business day of
                        the next month after they are declared. 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 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You may change the way you receive dividends and
                        distributions by calling The One Group Services Company
                        at 1-877-691-1118.

            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.
                        Reinvested dividends and distributions receive the same
                        tax treatment as dividends and distributions paid in
                        cash.
<PAGE>   433

                                                                              25

              TAXATION OF
            DISTRIBUTIONS
- -------------------------
                        Each Fund will distribute substantially all of its net
                        investment income. Dividends you receive from a Fund
                        will be taxable to you, whether reinvested or received
                        in cash. Dividends from a Fund's net investment income
                        (generally all of the Fund's net investment income), if
                        any, will be taxable as ordinary income.

                        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 eligible taxpayers in
                        January details dividends and their federal tax
                        category. Even though the Funds provide 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, call
                        1-877-691-1118 or visit www.onegroup.com.

                REPORTING
- -------------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   434

26
ONE GROUP(R)
- ---------------------------

                                   Management of
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
THE ADVISOR             Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to One Group Mutual Funds
                        since its inception. In addition, Banc One Investment
                        Advisors serves as investment advisor to other mutual
                        funds and individual corporate, charitable, and
                        retirement accounts. As of June 30, 1999, Banc One
                        Investment Advisors, an indirect wholly-owned subsidiary
                        of Bank One Corporation, managed over $126 billion in
                        assets.

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

ADVISORY FEES           Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each Fund. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates.


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

<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
                                     FUND                  AVERAGE DAILY NET ASSETS
                                     <S>                 <C>
                                     One Group(R)
                                       Institutional
                                       Prime Money
                                       Market Fund                   .00%
                                     ------------------------------------------------
                                     One Group(R)
                                       Treasury Only
                                       Money Market
                                       Fund                          .08%
                                     ------------------------------------------------
                                     One Group(R)
                                       Government Money
                                       Market Fund                   .08%
                                     ------------------------------------------------
</TABLE>

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

YEAR 2000
   READINESS
   DISCLOSURE           The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign sub-custodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   435

                                                                              27
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Institutional Prime
                           Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                 APRIL 19, 1999
                                                                       TO
                                                                JUNE 30, 1999(A)
- ----------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                $ 1.000
- ----------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                        0.009
- ----------------------------------------------------------------------------------------
Distributions:
  Net investment income                                              (0.009)
- ----------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                      $ 1.000
- ----------------------------------------------------------------------------------------
Total Return                                                          0.94%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                                 $24,874
  Ratio of expenses to average net assets                             0.18%(C)
  Ratio of net investment income to average net assets                4.73%(C)
  Ratio of expenses to average net assets*                            0.33%(C)
  Ratio of net investment income to average net assets*               4.58%(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>   436

28
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Treasury Only Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                             ------------------------------------------------------------
                                                               1999        1998        1997          1996          1995
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <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                                         0.046       0.052       0.051         0.052         0.051
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.046)     (0.052)     (0.051)       (0.052)       (0.051)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  1.000    $  1.000    $  1.000      $  1.000      $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    4.69%       5.30%       5.24%         5.38%         5.22%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                          $947,205    $719,570    $480,860      $415,961      $288,697
  Ratio of expenses to average net assets                       0.17%       0.15%       0.15%         0.17%         0.20%
  Ratio of net investment income to average net assets          4.58%       5.18%       5.12%         5.23%         5.14%
  Ratio of expenses to average net assets*                      0.17%       0.15%       0.15%         0.17%         0.21%
  Ratio of net investment income to average net assets*         4.58%       5.18%       5.12%         5.23%         5.13%
</TABLE>



* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.

<PAGE>   437

                                                                              29
ONE GROUP(R)
- ---------------------------

                           FINANCIAL HIGHLIGHTS
                           Government Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                YEAR ENDED JUNE 30,
                                                           --------------------------------------------------------------
                                                              1999          1998          1997         1996        1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <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         0.055         0.053       0.055       0.053
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.050)       (0.055)       (0.053)     (0.055)     (0.053)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $    1.000    $    1.000    $    1.000    $  1.000    $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                    5.13%         5.64%         5.43%       5.61%       5.41%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                        $3,482,581    $3,712,252    $1,083,438    $855,613    $720,699
  Ratio of expenses to average net assets                       0.17%         0.15%         0.14%       0.18%       0.21%
  Ratio of net investment income to average net assets          5.02%         5.48%         5.31%       5.46%       5.28%
  Ratio of expenses to average net assets*                      0.17%         0.15%         0.14%       0.18%       0.22%
  Ratio of net investment income to average net assets*         5.02%         5.48%         5.31%       5.46%       5.27%
</TABLE>



* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.

<PAGE>   438

30
ONE GROUP(R)

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

                        Appendix A

                        --------------------------------------------------------
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>
                                          One Group(R) Institutional Prime Money
                                                                     Market Fund       1
                                      ------------------------------------------------------
                                         One Group(R) Treasury Only Money Market
                                                                            Fund       2
                                      ------------------------------------------------------
                                       One Group(R) Government Money Market Fund       3
                                      ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes, and          1-3            Market
                                      bonds.
                                      --------------------------------------------------------------------------------
                                      Treasury Receipts: TRs, TIGRS, and CATS.              1              Market
                                      --------------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities         1, 3           Market
                                      issued by agencies and instrumentalities of the                      Credit
                                      U.S. Government. These include Ginnie Mae, Fannie
                                      Mae, and Freddie Mac.
                                      --------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments       1              Market
                                      with a stated maturity.                                              Credit
                                                                                                           Liquidity
                                      --------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a    1              Liquidity
                                      bank in exchange for the deposit of funds.                           Credit
                                                                                                           Market
                                      --------------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a security     1, 3           Credit
                                      and the simultaneous commitment to return the                        Market
                                      security to the seller at an agreed upon price on                    Liquidity
                                      an agreed upon date. This is treated as a loan.
                                      --------------------------------------------------------------------------------
</TABLE>
<PAGE>   439

                                                                              31

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Reverse Repurchase Agreements: The sale of a          1-3            Market
                                      security and the simultaneous commitment to buy                      Leverage
                                      the security back at an agreed upon price on an
                                      agreed upon date. This is treated as a borrowing
                                      by a Fund.
                                      --------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3%      1-3            Credit
                                      of the Fund's total assets. In return the Fund                       Market
                                      will receive cash, other securities, and/or                          Leverage
                                      letters of credit.
                                      --------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1-3            Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for delivery at a future date.                           Liquidity
                                      --------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other        1, 3           Market
                                      money market mutual funds, including One Group
                                      money market funds and shares of other money
                                      market mutual funds 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.
                                      --------------------------------------------------------------------------------
                                      Extendable Commercial Notes: Variable rate notes      1              Market
                                      which normally mature within a short period of                       Credit
                                      time (e.g., 1 month) but which may be extended by                    Liquidity
                                      the issuer for a maximum maturity of thirteen
                                      months.
                                      --------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time       1              Credit
                                      drafts drawn on and accepted by a commercial bank.                   Liquidity
                                      Maturities are generally six months or less.                         Market
                                      --------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1              Credit
                                      promissory notes issued by corporations and other                    Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      --------------------------------------------------------------------------------
                                      Foreign Securities: Commercial paper of foreign       1              Market
                                      issuers and obligations of foreign banks, overseas                   Political
                                      branches of U.S. banks and supranational entities.                   Liquidity
                                                                                                           Foreign
                                                                                                           Investment
                                      --------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1              Liquidity
                                      under the Securities Act of 1933, such as                            Market
                                      privately placed commercial paper and Rule 144A
                                      securities.
                                      --------------------------------------------------------------------------------
</TABLE>
<PAGE>   440

32

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Variable and Floating Rate Instruments:               1, 3           Market
                                      Obligations with interest rates which are reset                      Credit
                                      daily, weekly, quarterly or some other period and                    Liquidity
                                      which may be payable to the Fund on demand.
                                      --------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          1, 3           Pre-payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs") and Real Estate Mortgage Investment                         Regulatory
                                      Conduits ("REMICs").
                                      --------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       1              Market
                                      puts and standby commitments to purchase the                         Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      --------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state    1              Market
                                      or political subdivision to obtain funds for                         Credit
                                      various public purposes. Municipal securities                        Political
                                      include private activity bonds and industrial                        Tax
                                      development bonds, as well as General Obligation                     Regulatory
                                      Notes, Tax Anticipation Notes, Bond Anticipation
                                      Notes, Revenue Anticipation 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      1              Market
                                      by banks and highly rated insurance companies such                   Credit
                                      as Guaranteed Investment Contracts ("GICs") and                      Liquidity
                                      Bank Investment Contracts ("BICs").
                                      --------------------------------------------------------------------------------
                                      Participation Interests: Interests in municipal       1              Credit Tax
                                      securities, including municipal leases, from                         Market
                                      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 the Funds
                                      to treat the income from the investment as exempt
                                      from Federal Income Tax.
                                      --------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        1              Pre-payment
                                      company receivables, home equity loans, truck and                    Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivables or other assets.
</TABLE>
<PAGE>   441

                                                                              33

- --------------------------------------------------------------------------------
 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 and
                          liquidity of a security can be adversely affected
                          prior to actual default as its credit status
                          deteriorates and the probability of default rises.

                        - 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.

                        - 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.

                        - 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.
<PAGE>   442

34

                        - 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
                          lender has when a borrower defaults on 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.

                        - 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.
<PAGE>   443

                           (Intentionally Left Blank)
<PAGE>   444

                           (Intentionally Left Blank)
<PAGE>   445

                           (Intentionally Left Blank)
<PAGE>   446

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visiting www.onegroup.com, by calling
                        1-800-480-4111 or by writing the Funds at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-124                   [ONE GROUP LOGO]

<PAGE>   447
CASH MANAGEMENT MONEY MARKET FUNDS

                        PROSPECTUS

                        NOVEMBER 1, 1999


                                                                [ONE GROUP LOGO]


                        One Group(R) Cash Management Money Market Fund

                        One Group(R) Treasury Cash Management Money Market Fund

                        One Group(R) Treasury Prime Cash Management Money Market
                        Fund

                        One Group(R) U.S. Government Securities Cash Management
                        Money Market Fund

                        One Group(R) Municipal Cash Management Money Market Fund

                        THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                        OR DISAPPROVED THE SHARES OF ANY OF THE FUNDS AS AN
                        INVESTMENT OR DETERMINED WHETHER THIS PROSPECTUS IS
                        ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS
                        COMMITTING A CRIME.


<PAGE>   448

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                 One Group Cash Management Money Market Fund  2
                                                              ---------
        One Group Treasury Cash Management Money Market Fund  6
                                                              ---------
  One Group Treasury Prime Cash Management Money Market Fund  10
                                                              ---------
  One Group U.S. Government Securities Cash Management Money  14
                                                 Market Fund
                                                              ---------
       One Group Municipal Cash Management Money Market Fund  18
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                           MORE ABOUT ONE GROUP MUTUAL FUNDS
                             Principal Investment Strategies  22
                                                              ---------
                                            Investment Risks  22
                                                              ---------
                                         Investment Policies  23
                                                              ---------
                                           Portfolio Quality  23
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  24
                                                              ---------
                                               Sales Charges  26
                                                              ---------
                                      Exchanging Fund Shares  27
                                                              ---------
                                       Redeeming Fund Shares  28
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  30
                                                              ---------
                                           Dividend Policies  30
                                                              ---------
                               Tax Treatment of Shareholders  30
                                                              ---------
                                       Shareholder Inquiries  31
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  32
                                                              ---------
                              Year 2000 Readiness Disclosure  33
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  34
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  39
                                                              ---------
</TABLE>
<PAGE>   449


                        FUND SUMMARIES

                        INVESTMENTS, RISK & PERFORMANCE

<PAGE>   450

2
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                    Cash Management

                                    Money Market Fund

WHAT IS THE GOAL OF THE
CASH MANAGEMENT MONEY
  MARKET FUND?          The Fund seeks high current income with liquidity and
                        stability of principal.


WHAT ARE THE CASH
  MANAGEMENT MONEY MARKET
  FUND'S MAIN INVESTMENT
  STRATEGIES?           The Fund invests in short-term, high quality money
                        market obligations, including securities that are issued
                        or guaranteed by the U.S. Government or its agencies and
                        instrumentalities, certificates of deposit, variable and
                        floating rate instruments, mortgage-backed securities,
                        puts, municipal securities and other short-term
                        obligations. Some of these securities are subject to
                        repurchase agreements. The Fund will concentrate in the
                        financial services sector, including asset-backed
                        commercial paper programs. This means that at least 25%
                        of the Fund's total assets will be invested in the
                        financial services industry. The Fund will comply with
                        SEC rules applicable to all money market funds,
                        including Rule 2a-7 under the Investment Company Act of
                        1940. For more information about the Cash Management
                        Money Market Fund's investment strategies, please read
                        "More About the Funds" and "Principal Investment
                        Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  CASH MANAGEMENT MONEY
  MARKET FUND?          The main risks of investing in the Cash Management Money
                        Market Fund and the circumstances likely to adversely
                        affect your investment are described below. Before you
                        invest, please read "More About the Funds" and
                        "Investment Risks."
<PAGE>   451

                                                                               3

- ------------------------------------
                           Cash Management Money
                           Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.
                        Derivatives. The Fund invests in securities that are
                        considered to be derivatives. The value of derivative
                        securities (like certain types of mortgage-related
                        securities) is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Concentration. The Cash Management Money Market Fund
                        will invest a significant portion of its assets in the
                        securities of companies in the financial services
                        industry. This increases the Fund's risk of loss if the
                        financial services industry experiences economic or
                        other difficulties that either increase the industry's
                        default rate or lowers the value of securities issued by
                        the industry. These developments include changes in
                        interest rates, earlier than expected repayments by
                        borrowers, an inability to achieve the same yield on the
                        reinvestment of prepaid obligations, and Federal and
                        state laws which may restrict the remedies that a lender
                        has when a borrower defaults on a loan.


                        Net Asset Value and Credit Risk. There is no assurance
                        that the Fund will meet its investment objective of
                        maintaining a net asset value of $1.00 per share on a
                        continuous basis. Credit risk is very low because the
                        Fund only invests in high quality obligations and limits
                        its average maturity to 90 days. Nonetheless, if an
                        issuer fails to pay interest or to repay principal, the
                        value of your investment in the Fund could decline.
                        Because 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 also decrease
                        if the value of the securities in the portfolio
                        decreases in response to declining credit quality of a
                        credit enhancement provider.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   452

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Cash Management Money
                           Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year- by-year results.


HOW HAS THE CASH
  MANAGEMENT MONEY MARKET
  FUND PERFORMED?       By showing the variability of the Cash Management Money
                        Market Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        CASH MANAGEMENT MONEY MARKET FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1, 2 ) -- CLASS I SHARES

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

                        [BAR CHART]

<TABLE>
<CAPTION>
                                                                   CASH MANAGEMENT MONEY MARKET FUND
                                                                   ---------------------------------
<S>                                                           <C>
1993                                                                             3.27
1994                                                                             4.06
1995                                                                             5.72
1996                                                                             5.83
1997                                                                             5.41
1998                                                                             5.36
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.63%.


                        (2) Performance data includes performance of the
                            Pegasus Cash Management Fund for the period
                            before it was consolidated with the One Group
                            Cash Management Money Market Fund on March 29,
                            1999.


- --------------------------------------------------------------------------------
Best Quarter:  1.41%  1Q1995       Worst Quarter:  0.79%  4Q1993
- --------------------------------------------------------------------------------


  AVERAGE ANNUAL TOTAL RETURNS(1) through December 31, 1998

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


<TABLE>
<CAPTION>
                        CLASS A                          1 YEAR                         LIFE
   <S>                                                   <C>          <C>        <C>
                                                                                  (since 7/17/95)
   One Group Cash Management Money Market Fund           5.10%                         5.17%
</TABLE>



<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------
                        CLASS I                          1 YEAR       5 YEAR            LIFE
   <S>                                                   <C>          <C>        <C>
                                                                                  (since 7/30/92)
   One Group Cash Management Money Market Fund           5.36%         5.15%           4.73%
</TABLE>



                        (1) Performance data includes performance of the
                            Pegasus Cash Management Fund for the period
                            before it was consolidated with the One Group
                            Cash Management Money Market Fund on March 29,
                            1999.



                        TO OBTAIN CURRENT YIELD INFORMATION CALL TOLL-FREE
                        1-877-691-1118 OR VISIT www.onegroup.com.

<PAGE>   453

                                                                               5

- ------------------------------------
                           Cash Management Money
                           Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you held
all of your shares for the
period. The examples also
assume that your investment has
a 5% return each year and that
the fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS I
                                     --------------------------------------------------------------------------
                                     <S>                                              <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                        NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)               NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE      NONE
                                     --------------------------------------------------------------------------
                                     Exchange Fee                                       NONE      NONE
                                     --------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                  <C>       <C>     <C>
                                     Investment Advisory Fees                               .20%      .20%
                                     ------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees             .25%      NONE
                                     ------------------------------------------------------------------------------
                                     Other Expenses                                         .20%      .20%
                                     ------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                   .65%      .40%
                                     ------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)           (.05%)    (.05%)
                                     ------------------------------------------------------------------------------
                                     Net Expenses                                           .60%      .35%
                                     ------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense information has been restated to reflect
                            current fees.

                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class A shares and .35% for Class I
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                                          CLASS A   CLASS I
                                     ----------------------------------------------
                                     <S>                  <C>       <C>     <C>
                                     1 Year (1)            $ 61      $ 36
                                     ----------------------------------------------
                                     3 Years                203       123
                                     ----------------------------------------------
                                     5 Years                357       219
                                     ----------------------------------------------
                                     10 Years               806       500
                                     ----------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                <C>
                                         Class A         $66
                                         Class I         $41
</TABLE>

<PAGE>   454

6
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                    Treasury Cash

                                    Management Money

                                    Market Fund

WHAT IS THE GOAL OF THE
  TREASURY CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The Fund seeks high current income with liquidity and
                        stability of principal.


WHAT ARE THE TREASURY
  CASH MANAGEMENT MONEY
  MARKET FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests exclusively in U. S. Treasury bills,
                        notes, bonds and other U. S. obligations issued or
                        guaranteed by the U. S. Treasury, some of which are
                        subject to repurchase agreements. The Fund will comply
                        with SEC rules applicable to all money market funds,
                        including Rule 2a-7 under the Investment Company Act of
                        1940. For more information about the Treasury Cash
                        Management Money Market Fund's investment strategies,
                        please read "More About the Funds" and "Principal
                        Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  TREASURY CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The main risks of investing in the Treasury Cash
                        Management Money Market Fund and the circumstances
                        likely to adversely affect your investment are described
                        below. Before you invest, please read "More About the
                        Funds" and "Investment Risks."
<PAGE>   455

                                                                               7

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

                           Treasury Cash Management
                           Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   456

8
ONE GROUP(R)

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

                           FUND SUMMARY
                           Treasury Cash Management
                           Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE TREASURY CASH
  MANAGEMENT MONEY MARKET
  FUND PERFORMED?       By showing the variability of the Treasury Cash
                        Management Money Market Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE TREASURY CASH MANAGEMENT MONEY MARKET
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                       TREASURY PRIME CASH FUND
                                                                       ------------------------
<S>                                                           <C>
1998                                                                             5.20
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.43%.


                        (2) Performance data includes performance of the
                            Pegasus Treasury Cash Management Fund for the
                            period before it was consolidated with the One
                            Group Treasury Cash Management Money Market Fund
                            on March 29, 1999.


- -----------------------------------------------------------------------------
       Best Quarter:  1.33%  4Q1997        Worst Quarter:  1.17%  4Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS (1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR           LIFE
                             CLASS A                                          (since 9/12/97)
   <S>                                                             <C>       <C>
   One Group Treasury Cash Management Money Market Fund            4.94%           4.99%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------
                             CLASS I                               1 YEAR           LIFE
                                                                              (since 9/12/97)
   <S>                                                             <C>       <C>
   One Group Treasury Cash Management Money Market Fund            5.20%           5.25%
</TABLE>



                        (1) Performance data includes performance of the
                            Pegasus Treasury Cash Management Fund for the
                            period before it was consolidated with the One
                            Group Treasury Cash Management Money Market Fund
                            on March 29, 1999.



                        TO OBTAIN CURRENT YIELD INFORMATION CALL TOLL-FREE
                        1-877-691-1118 OR VISIT www.onegroup.com.

<PAGE>   457

                                                                               9

- ------------------------------------
                           Treasury Cash Management
                           Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you held
all of your shares for the
period. The examples also
assume that your investment has
a 5% return each year and that
the fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS I
                                     --------------------------------------------------------------------------
                                     <S>                                              <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                        NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)               NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE      NONE
                                     --------------------------------------------------------------------------
                                     Exchange Fee                                       NONE      NONE
                                     --------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                  <C>       <C>     <C>
                                     Investment Advisory Fees                               .20%      .20%
                                     ------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees             .25%      NONE
                                     ------------------------------------------------------------------------------
                                     Other Expenses                                         .23%      .23%
                                     ------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                   .68%      .43%
                                     ------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)           (.08%)    (.08%)
                                     ------------------------------------------------------------------------------
                                     Net Expenses                                           .60%      .35%
                                     ------------------------------------------------------------------------------
</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 $10.00 sub-minimum account
                            fee may be applicable and a $7.00 charge may be
                            deducted from redemption amounts paid by wire.
                        (2) Expense information has been restated to reflect
                            current fees.

                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class A shares and .35% for Class I
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                          CLASS A   CLASS I
                                     ----------------------------------------------
                                     <S>                  <C>       <C>     <C>
                                     1 Year (1)            $ 61      $ 36
                                     ----------------------------------------------
                                     3 Years                210       130
                                     ----------------------------------------------
                                     5 Years                371       233
                                     ----------------------------------------------
                                     10 Years               839       534
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                <C>
                                         Class A         $69
                                         Class I         $44
</TABLE>

<PAGE>   458

10
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Treasury Prime Cash Management Money
                                   Market Fund

WHAT IS THE GOAL OF THE
  TREASURY PRIME CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The Fund seeks high current income with liquidity and
                        stability of principal.

WHAT ARE THE TREASURY
  PRIME CASH MANAGEMENT
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests in U.S. Treasury bills, notes, bonds
                        and other U.S. obligations issued or guaranteed by the
                        U.S. Treasury. The Fund does not invest in repurchase
                        agreements. The Fund will comply with SEC rules
                        applicable to all money market funds, including Rule
                        2a-7 under the Investment Company Act of 1940. For more
                        information about the Treasury Prime Cash Management
                        Money Market Fund's investment strategies, please read
                        "More About the Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  TREASURY PRIME CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The main risks of investing in the Treasury Prime Cash
                        Management Money Market Fund and the circumstances
                        likely to adversely affect your investment are described
                        below. Before you invest, please read "More About the
                        Funds" and "Investment Risks."
<PAGE>   459

                                                                              11

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

                           Treasury Prime Cash Management
                           Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   460

12
ONE GROUP(R)

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

                           FUND SUMMARY
                           Treasury Prime Cash Management Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE TREASURY
  PRIME CASH MANAGEMENT
  MONEY MARKET FUND
  PERFORMED?            By showing the variability of the Treasury Prime Cash
                        Management Money Market Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE TREASURY PRIME CASH MANAGEMENT MONEY
                        MARKET FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                       TREASURY PRIME CASH FUND
                                                                       ------------------------
<S>                                                           <C>
1996                                                                             4.86
1997                                                                             4.90
1998                                                                             4.76
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.25%.


                        (2) Performance data includes the performance of the
                            Pegasus Treasury Prime Cash Management Fund for
                            the period before it was consolidated with the
                            One Group Treasury Prime Cash Management Money
                            Market Fund on March 29, 1999.


- -----------------------------------------------------------------------------
       Best Quarter:  1.32%  2Q1995        Worst Quarter:  1.04%  4Q1998.
- -----------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS(1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR          LIFE
                             CLASS A                                         (since 3/22/95)
   <S>                                                             <C>      <C>
   One Group Treasury Prime Cash Management Money Market Fund      4.50%          4.67%
</TABLE>



<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------
                             CLASS I                               1 YEAR          LIFE
                                                                             (since 3/22/95)
   <S>                                                             <C>      <C>
   One Group Treasury Prime Cash Management Money Market Fund      4.76%          4.93%
</TABLE>



                        (1) Performance data includes the performance of the
                            Pegasus Treasury Prime Cash Management Fund for
                            the period before it was consolidated with the
                            One Group Treasury Prime Cash Management Money
                            Market Fund on March 29, 1999.



                                    TO OBTAIN CURRENT YIELD INFORMATION CALL
                                    TOLL-FREE 1-877-691-1118 OR VISIT
                                    www.onegroup.com.

<PAGE>   461

                                                                              13

- ------------------------------------
                          Treasury Prime Cash Management
                          Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you held
all of your shares for the
period. The examples also
assume that your investment has
a 5% return each year and that
the fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     -------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS I
                                     -------------------------------------------------------------------------
                                     <S>                                             <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                       NONE      NONE
                                     -------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)              NONE      NONE
                                     -------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE
                                     -------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE
                                     -------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     -----------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)   CLASS A   CLASS I
                                     -----------------------------------------------------------------------------
                                     <S>                                                 <C>       <C>     <C>
                                     Investment Advisory Fees                              .20%      .20%
                                     -----------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees            .25%      NONE
                                     -----------------------------------------------------------------------------
                                     Other Expenses                                        .22%      .22%
                                     -----------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                  .67%      .42%
                                     -----------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)          (.07%)    (.07%)
                                     -----------------------------------------------------------------------------
                                     Net Expenses                                          .60%      .35%
                                     -----------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense information has been restated to reflect
                            current fees.

                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class A shares and .35% for Class I for
                            the period beginning November 1, 1999 and ending
                            on October 31, 2000.


<TABLE>
<CAPTION>
                                                          CLASS A   CLASS I
                                     ----------------------------------------------
                                     <S>                  <C>       <C>     <C>
                                     1 Year (1)            $ 61      $ 36
                                     ----------------------------------------------
                                     3 Years                207       128
                                     ----------------------------------------------
                                     5 Years                366       228
                                     ----------------------------------------------
                                     10 Years               828       523
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                <C>
                                         Class A         $68
                                         Class I         $43
</TABLE>

<PAGE>   462

14
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   U.S. Government Securities Cash Management
                                   Money Market Fund

WHAT IS THE GOAL OF THE
  U.S. GOVERNMENT
  SECURITIES CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The Fund seeks high current income with liquidity and
                        stability of principal.


WHAT ARE THE U.S.
  GOVERNMENT SECURITIES
  CASH MANAGEMENT MONEY
  MARKET FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests in short-term securities issued or
                        guaranteed by the U.S. Government, its agencies or
                        instrumentalities; and repurchase agreements relating to
                        such securities. The Fund will comply with SEC rules
                        applicable to all money market funds, including Rule
                        2a-7 under the Investment Company Act of 1940. For more
                        information about the U.S. Government Securities Cash
                        Management Money Market Fund's investment strategies,
                        please read "More About the Funds" and "Principal
                        Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  U.S. GOVERNMENT
  SECURITIES CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The main risks of investing in the U.S. Government
                        Securities Cash Management Money Market Fund and the
                        circumstances likely to adversely affect your investment
                        are described below. Before you invest, please read
                        "More About the Funds" and "Investment Risks."
<PAGE>   463

                                                                              15

- ------------------------------------
                           U.S. Government Securities Cash Management Money
                           Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   464

16
ONE GROUP(R)

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

                           FUND SUMMARY
                           U.S. Government Securities Cash
                           Management Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE U.S.
  GOVERNMENT SECURITIES
  CASH MANAGEMENT MONEY
  MARKET FUND
  PERFORMED?            By showing the variability of the U.S. Government
                        Securities Cash Management Money Market Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE U.S.
                        GOVERNMENT SECURITIES CASH MANAGEMENT MONEY MARKET FUND
                        IS NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                          US GOV'T SECURITIES
                                                                          -------------------
<S>                                                           <C>
1993                                                                             3.04
1994                                                                             3.97
1995                                                                             5.65
1996                                                                             5.15
1997                                                                             5.34
1998                                                                             5.26
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.54%.


                        (2) Performance data includes the performance of the
                            Pegasus U.S. Government Securities Cash
                            Management Fund for the period before it was
                            consolidated with the One Group U.S. Government
                            Securities Cash Management Money Market Fund on
                            March 29, 1999.


- --------------------------------------------------------------------------------
       Best Quarter:  1.40%  1Q1995        Worst Quarter:  0.72%  4Q1993
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS(1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR                         LIFE
                             CLASS A                                                        (since 1/17/95)
   <S>                                                             <C>          <C>        <C>
   One Group U.S. Government Securities Cash Management Money
     Market Fund                                                   5.00%                         5.09%
</TABLE>



<TABLE>
<CAPTION>
   ----------------------------------------------------------------------------------------------------------
                             CLASS I                               1 YEAR       5 YEARS           LIFE
                                                                                             (since 6/2/92)
   <S>                                                             <C>          <C>        <C>
   One Group U.S. Government Securities Cash Management Money
     Market Fund                                                   5.26%         5.07%           4.61%
</TABLE>



                        (1) Performance data includes the performance of the
                            Pegasus U.S. Government Securities Cash
                            Management Fund for the period before it was
                            consolidated with the One Group U.S. Government
                            Securities Cash Management Money Market Fund on
                            March 29, 1999.



                                   TO OBTAIN CURRENT YIELD INFORMATION CALL
                                   TOLL-FREE 1-877-691-1118 OR VISIT
                                   www.onegroup.com.

<PAGE>   465

                                                                              17

- ------------------------------------
                           U.S. Government Securities Cash
                           Management Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you held
all of your shares for the
period. The examples also
assume that your investment has
a 5% return each year and that
the fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     --------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS A   CLASS I
                                     --------------------------------------------------------------------------
                                     <S>                                              <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                        NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)               NONE      NONE
                                     --------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                     NONE      NONE
                                     --------------------------------------------------------------------------
                                     Exchange Fee                                       NONE      NONE
                                     --------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)    CLASS A   CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                  <C>       <C>     <C>
                                     Investment Advisory Fees                               .20%      .20%
                                     ------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees             .25%      NONE
                                     ------------------------------------------------------------------------------
                                     Other Expenses                                         .19%      .19%
                                     ------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                   .64%      .39%
                                     ------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)           (.04%)    (.04%)
                                     ------------------------------------------------------------------------------
                                     Net Expenses                                           .60%      .35%
                                     ------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense information has been restated to reflect
                            current fees.

                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class A shares and .35% for Class I
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                          CLASS A   CLASS I
                                     ----------------------------------------------
                                     <S>                  <C>       <C>     <C>
                                     1 Year (1)            $ 61      $ 36
                                     ----------------------------------------------
                                     3 Years                201       121
                                     ----------------------------------------------
                                     5 Years                353       215
                                     ----------------------------------------------
                                     10 Years               795       489
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                <C>
                                         Class A         $65
                                         Class I         $40
</TABLE>

<PAGE>   466

18
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Municipal Cash
                                   Management Money
                                   Market Fund

WHAT IS THE GOAL OF THE
  MUNICIPAL CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The Fund seeks high current income exempt from Federal
                        income tax with liquidity and stability of principal.


WHAT ARE THE MUNICIPAL
  CASH MANAGEMENT MONEY
  MARKET FUND'S MAIN
  INVESTMENT STRATEGIES?As a matter of fundamental policy, the Fund will invest
                        at least 80% of its total assets in short-term, high
                        quality 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. The Fund
                        will comply with SEC rules applicable to all money
                        market funds, including Rule 2a-7 under the Investment
                        Company Act of 1940. For more information about the
                        Municipal Cash Management Money Market Fund's investment
                        strategies, please read "More About the Funds" and
                        "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MUNICIPAL CASH
  MANAGEMENT MONEY MARKET
  FUND?                 The main risks of investing in the Municipal Cash
                        Management Money Market Fund and the circumstances
                        likely to adversely affect your investment are described
                        below. Before you invest, please read "More About the
                        Funds" and "Investment Risks."
<PAGE>   467

                                                                              19

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

                           Municipal Cash Management
                           Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Derivatives. The Fund invests in securities that are
                        considered to be derivatives. The value of derivative
                        securities (like certain types of mortgage-related
                        securities) is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Generally, derivatives are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.

                        Net Asset Value and Credit Risk. There is no assurance
                        that the Fund will meet its investment objective of
                        maintaining a net asset value of $1.00 per share on a
                        continuous basis. Credit risk is very low because the
                        Fund only invests in high quality obligations and limits
                        its average maturity to 90 days. Nonetheless, if an
                        issuer fails to pay interest or to repay principal, the
                        value of your investment in the Fund could decline.
                        Because 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 also decrease
                        if the value of the securities in the portfolio
                        decreases in response to declining credit quality of a
                        credit enhancement provider.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   468

20
ONE GROUP(R)

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

                           FUND SUMMARY
                           Municipal Cash Management
                           Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE MUNICIPAL
  CASH MANAGEMENT MONEY
  MARKET FUND
  PERFORMED?            By showing the variability of the Municipal Cash
                        Management Money Market Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE MUNICIPAL CASH MANAGEMENT MONEY
                        MARKET FUND IS NOT NECESSARILY AN INDICATION OF HOW THE
                        FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1,2) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                       TREASURY PRIME CASH FUND
                                                                       ------------------------
<S>                                                           <C>
1998                                                                             3.20
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.13%.


                        (2) Performance data includes the performance of the
                            Pegasus Municipal Cash Management Fund for the
                            period before it was consolidated with the One
                            Group Municipal Cash Management Money Market Fund
                            on March 29, 1999.


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

       Best Quarter:  0.86%  4Q1997        Worst Quarter:  0.75%  4Q1998

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


                        AVERAGE ANNUAL TOTAL RETURNS(1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR           LIFE
                             CLASS A                                          (since 8/18/97)
   <S>                                                             <C>       <C>
   One Group Municipal Cash Management Money Market Fund           2.95%           3.02%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------
                             CLASS I                               1 YEAR           LIFE
                                                                              (since 8/18/97)
   <S>                                                             <C>       <C>
   One Group Municipal Cash Management Money Market Fund           3.20%           3.27%
</TABLE>



                        (1) Performance data includes the performance of the
                            Pegasus Municipal Cash Management Fund for the
                            period before it was consolidated with the One
                            Group Municipal Cash Management Money Market Fund
                            on March 29, 1999.



                                    TO OBTAIN CURRENT YIELD INFORMATION CALL
                                    TOLL-FREE 1-877-691-1118 OR VISIT
                                    www.onegroup.com.

<PAGE>   469

                                                                              21

- ------------------------------------
                           Municipal Cash Management
                           Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you held
all of your shares for the
period. The examples also
assume that your investment has
a 5% return each year and that
the fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     -------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS I
                                     -------------------------------------------------------------------------
                                     <S>                                             <C>       <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on
                                       Purchases                                       NONE      NONE
                                     -------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)              NONE      NONE
                                     -------------------------------------------------------------------------
                                       (as a percentage of original purchase price
                                       of redemption proceeds, as applicable)
                                     Redemption Fee                                    NONE      NONE
                                     -------------------------------------------------------------------------
                                     Exchange Fee                                      NONE      NONE
                                     -------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     -----------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)   CLASS A   CLASS I
                                     -----------------------------------------------------------------------------
                                     <S>                                                 <C>       <C>     <C>
                                     Investment Advisory Fees                              .20%      .20%
                                     -----------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees            .25%      NONE
                                     -----------------------------------------------------------------------------
                                     Other Expenses                                        .23%      .23%
                                     -----------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                  .68%      .43%
                                     -----------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)          (.08%)    (.08%)
                                     -----------------------------------------------------------------------------
                                     Net Expenses                                          .60%      .35%
                                     -----------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.


                        (2) Expense information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class A shares and .35% for Class I
                            shares for the period beginning November 1, 1999
                            and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                          CLASS A   CLASS I
                                     ----------------------------------------------
                                     <S>                  <C>       <C>     <C>
                                     1 Year (1)            $ 61      $ 36
                                     ----------------------------------------------
                                     3 Years                210       130
                                     ----------------------------------------------
                                     5 Years                371       233
                                     ----------------------------------------------
                                     10 Years               839       534
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                <C>
                                         Class A         $69
                                         Class I         $44
</TABLE>

<PAGE>   470

22
ONE GROUP(R)

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

                        More About One Group Mutual Funds


                        Each of the five funds described in this Prospectus is a
                        series of One Group Mutual Funds and is managed by Banc
                        One Investment Advisors Corporation. For more
                        information about One Group and Banc One Investment
                        Advisors, please read "Management of One Group Mutual
                        Funds" and the Statement of Additional Information.


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

PRINCIPAL INVESTMENT
   STRATEGIES           This Prospectus describes five mutual funds that are
                        designed to seek high current income with liquidity and
                        stability of principal. The principal investment
                        strategies that are used to meet each Fund's investment
                        objective are described in "Fund Summaries: Investment,
                        Risk & Performance."


                         FUNDAMENTAL POLICIES

              Each Fund's investment strategy may
              involve "fundamental policies." A policy
              is fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.

                        There can be no assurance that the Funds will achieve
                        their investment objective. Please note that each Fund
                        also may use strategies that are not described in the
                        Fund Summaries, but which are described in the Statement
                        of Additional Information.

- --------------------------------------------------------------------------------
 INVESTMENT RISKS       The risks associated with investing in all five of the
                        Cash Management Money Market Funds are described in the
                        Fund Summaries in the front of this Prospectus. Risks
                        associated with certain cash management funds are
                        described further below.

- -----
                        DERIVATIVES. The Cash Management Money Market Fund, the
                        U.S. Government Securities Cash Management Money Market
                        Fund and the Municipal Cash Management Money Market Fund
                        may invest in securities that are considered to be
                        DERIVATIVES. These securities may be more volatile than
                        other investments. Derivatives present, to varying
                        degrees, market, credit, leverage, liquidity and
                        management risks.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like certain types of mortgage-related
              securities) that derive their value from
              the performance of underlying assets or
              securities.
<PAGE>   471

                                                                              23


                        For more information about risks associated with the
                        types of investments that the Cash Management Money
                        Market Funds purchase, please read the Fund Summaries,
                        Appendix A and the Statement of Additional Information.


- --------------------------------------------------------------------------------
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:

                        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 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 regard to this
                           restriction as permitted by applicable law.

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

                        Additional investment policies can be found in the
                        Statement of Additional Information.

- --------------------------------------------------------------------------------
  PORTFOLIO QUALITY     Securities will be purchased by the Funds only if: i)
                        the securities satisfy Securities and Exchange
                        Commission regulations intended to restrict these Funds
                        to short-term, high-quality investments; and ii) they
                        present minimal credit risk under guidelines adopted by
                        the One Group Board of Trustees. For more information
                        about ratings, please see "Description of Ratings" in
                        the Statement of Additional Information.
<PAGE>   472

24
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve, and Christmas.

                        - Purchase requests received by The One Group Services
                          Company before 12:00 p.m. Eastern Time ("ET") for the
                          Municipal Cash Management Money Market Fund, 2:00 p.m.
                          ET for the Treasury Prime Cash Management Money Market
                          Fund, and 3:00 p.m. ET for the other Funds (Cash
                          Management Money Market Fund, Treasury Cash Management
                          Money Market Fund, and U.S. Government Securities Cash
                          Management Money Market Fund) will be effective that
                          day. On occasion, the NYSE will close before 4:00 p.m.
                          ET. When the NYSE closes before the times listed
                          above, purchase requests received after the NYSE
                          closes will be effective the following business day.

                        - Purchase orders may be cancelled if the Fund's
                          Custodian, State Street Bank and Trust Company, does
                          not receive "federal funds" by 4:00 p.m. ET (i) on the
                          business day after the order is placed if you are
                          buying Class I shares, and (ii) on the third business
                          day if you are purchasing Class A 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.
<PAGE>   473

                                                                              25

WHAT KIND OF SHARES CAN I
  BUY?                  One Group offers the following classes of shares:
                        - Class A shares are available to the general public.

                        - Class I 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."

HOW MUCH DO SHARES COST?- Shares are sold at net asset value ("NAV"), which,
                          under normal circumstances, will equal $1.00.

                        - 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 as of 12:00 p.m. ET for the Municipal
                          Cash Management Money Market Fund, 2:00 p.m. ET for
                          the Treasury Prime Cash Management Money Market and
                          3:00 p.m. ET for the Cash Management Money Market
                          Fund, Treasury Cash Management Money Market Fund and
                          U.S. Government Securities Cash Management Money
                          Market Fund. On occasion, the NYSE will close before
                          4:00 p.m. ET. When the NYSE closes before the times
                          listed above, NAV will be calculated as of the time
                          the NYSE closes.

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. You
                            also must maintain a minimum account balance of
                            $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 authorize a bank
                           transfer or initiate a wire transfer payable to "One
                           Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        5. 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.

                        6. If you have any questions, contact your Shareholder
                           Servicing Agent or call The One Group Services
                           Company at 1-877-691-1118.

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 1-877-691-1118 to relay your
                          purchase instructions.
<PAGE>   474

26

                        - Authorize a bank transfer or initiate a wire transfer
                          payable to "One Group" to State Street Bank and Trust
                          Company at the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY & SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP CASH MANAGEMENT MONEY MARKET FUND)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: ABC CORPORATION)

                        - 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, 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

- --------------------------------------------------------------------------------
       SALES CHARGES    The One Group Services Company compensates Shareholder
                        Servicing Agents who sell shares of One Group.
                        Compensation comes from sales charges, 12b-1 fees and
                        payments by The One Group Services Company from its own
                        resources.

                  12b-1
FEES
- -------------------------
                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees for the sale and distribution of shares
                        of the Funds. These fees are called 12b-1 fees. 12b-1
                        fees are paid by 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 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. There are no 12b-1 fees for Class I shares.

                          - 12b-1 fees help The One Group Services Company sell
                            Class A 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.

                          - 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).
<PAGE>   475

                                                                              27

                        Because 12b-1 fees are paid out of Fund assets on an
                        on-going basis, over time these fees will increase the
                        cost of your investment and may cost you more than
                        paying other types of sales charges.

- --------------------------------------------------------------------------------
EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may exchange your shares for shares of any other
                        Fund described in this prospectus. You may also exchange
                        your shares for shares of any institutional money market
                        fund that One Group may offer.

                       One Group Funds offer a Systematic Exchange Privilege
                       which allows you to automatically exchange shares of one
                       fund to another on a monthly or quarterly basis. This
                       privilege is useful in Dollar Cost Averaging. To
                       participate in the Systematic Exchange Privilege, please
                       select it on your account application. To learn more
                       about it, please call The One Group Services Company at
                       1-877-691-1118.

                       One Group does not charge a fee for this privilege. In
                       addition, 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 12:00 p.m. ET.

                        - You have provided 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.

   ARE EXCHANGES TAXABLE?
                        Generally:

                        - An exchange between classes of shares of the same Fund
                          is not taxable for Federal income tax purposes.

                        - 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,
                          One Group limits excessive exchange activity.
<PAGE>   476

28

                        - Exchange activity is excessive if it EXCEEDS TWO
                          SUBSTANTIVE EXCHANGE REDEMPTIONS (WITHIN 30 DAYS OF
                          EACH OTHER) WITHIN A TWELVE MONTH PERIOD.

                        - In addition, 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:

                          - 12:00 p.m. ET for the Municipal Cash Management
                            Money Market Fund;

                          - 2:00 p.m. ET for the Treasury Prime Cash Management
                            Money Market Fund;

                          - 3:00 p.m. ET for the Cash Management Money Market
                            Fund, Treasury Cash Management Money Market Fund and
                            U. S. Government Securities Cash Management Money
                            Market Fund (or when the NYSE closes) 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - You may request redemption forms by calling The One
                          Group Services Company at 1-877-691-1118.

                        - State Street Bank and Trust Company may require that
                          the signature on your redemption request be guaranteed
                          by a participant in the Securities Transfer
                          Association Medallion Program or the Stock Exchange
                          Medallion Program, unless:


                          1. the redemption is payable to the shareholder of
                             record.



                          2. the redemption check is mailed to the shareholder
                             at the record address; or



                          3. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.


                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. your Shareholder Servicing Agent.

                        - State Street Bank and Trust Company may charge you a
                          wire redemption fee. The current charge is $7.00.
<PAGE>   477

                                                                              29

                        - Your redemption proceeds will be paid ordinarily
                          within seven days after receipt of the redemption
                          request. However, the Funds will attempt to honor
                          requests for same day payment on redemptions, if the
                          request is received before the time listed in "When
                          Can I Redeem Shares?" If the request is received after
                          the time listed in "When Can I Redeem Shares?", then
                          the Funds will attempt to honor requests for payments
                          in the next business day.

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 The One Group
                          Service Company at 1-877-691-1118 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.

                        - 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, 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. However, if you
                          redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.



                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank. One Group generally receives payment within ten
                          (10) calendar days of purchase.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                        details about this process.
<PAGE>   478

30

- --------------------------------------------------------------------------------
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, votes 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.

        DIVIDEND POLICIES
- -------------------------
                        DIVIDENDS. The Funds generally declare dividends on each
                        business day. Dividends are distributed on the first
                        business day of the 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.

                        Dividends payable on Class I shares will be more than
                        those payable on Class A shares. This is because Class A
                        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 may write to State
                        Street Bank & Trust Company at P.O. Box 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may call The One Group Services Company at
                        1-877-691-1118 to make this change.

            TAX TREATMENT
          OF SHAREHOLDERS
- -------------------------
                        TAXATION OF SHAREHOLDER TRANSACTIONS. A sale, exchange,
                        or redemption of Fund shares may produce either a
                        taxable gain or a loss. You are responsible for any tax
                        liabilities generated by your transactions. Reinvested
                        dividends and distributions receive the same tax
                        treatment as dividends and distributions paid in cash.

              TAXATION OF
            DISTRIBUTIONS
- -------------------------
                        ALL FUNDS OTHER THAN ONE GROUP MUNICIPAL CASH
                        MANAGEMENT MONEY MARKET FUND. Each Fund will distribute
                        substantially all of its net investment income.
                        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 (generally all of the
                        Fund's net investment income), if any, will be taxable
                        as ordinary income.
<PAGE>   479

                                                                              31

                        Dividends paid in January, but declared in October,
                        November or December of the previous year, will be
                        considered to have been paid in the previous year.

              TAXATION OF
            DISTRIBUTIONS
- -------------------------
                        ONE GROUP MUNICIPAL CASH MANAGEMENT MONEY MARKET FUND.
                        The Fund will distribute substantially all of its net
                        investment income. Distributions you receive from the
                        Fund, whether reinvested or received in cash, will be
                        taxable to you except as discussed below. The Fund
                        expects to pay much or all of its dividends in the form
                        of "exempt-interest dividends." It will be able to do so
                        if at least 50% of the value of the Fund's 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 result in liability for
                        Federal alternative minimum tax and for state and local
                        taxes, both for individual and corporate shareholders.
                        Corporate shareholders will be required to take the
                        interest on municipal securities into account in
                        determining their alternative minimum taxable income.
                        Dividends from a Fund's net investment income that do
                        not qualify as "exempt-interest dividends" will be
                        taxable as ordinary income and distributions, if any, of
                        gains from investments that the Fund has held for more
                        than one year 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 year.

          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, call
                        1-877-691-1118 or visit www.onegroup.com.


                REPORTING
- -------------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   480

32
ONE GROUP(R)

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

                                   Management of
                                   One Group Mutual Funds

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

          THE ADVISOR   Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.


- --------------------------------------------------------------------------------
       ADVISORY FEES    Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates:

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

<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
                                     FUND                  AVERAGE DAILY NET ASSETS
                                     <S>                 <C>
                                     One Group(R) Cash
                                       Management Money
                                       Market Fund                   .15%
                                     ------------------------------------------------
                                     One Group(R)
                                       Treasury Cash
                                       Management Money
                                       Market Fund                   .13%
                                     ------------------------------------------------
                                     One Group(R)
                                       Treasury Prime
                                       Cash Management
                                       Money Market
                                       Fund                          .13%
                                     ------------------------------------------------
                                     One Group(R) U.S.
                                       Government
                                       Securities Cash
                                       Management Money
                                       Market Fund                   .17%
                                     ------------------------------------------------
                                     One Group(R)
                                       Municipal Cash
                                       Management Money
                                       Market Fund                   .14%
                                     ------------------------------------------------
</TABLE>
<PAGE>   481

                                                                              33

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

             YEAR 2000
             READINESS
            DISCLOSURE  The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   482

34
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Cash Management
                           Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
financial performance for the last five years or the period of the Fund's
operations, whichever is shorter. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                          SIX MONTHS                                            JULY 1,       JANUARY 17,
                                            ENDED            YEAR ENDED DECEMBER 31,            1995 TO         1995 TO
                                           JUNE 30,     ----------------------------------    DECEMBER 31,     JUNE 30,
CLASS A                                    1999(F)         1998         1997        1996        1995(A)         1995(B)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                       <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
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                       0.022          0.050       0.050       0.048         0.026         0.025
  Net realized gains (losses) from
    investments                                   -              -(C)        -           -(C)          -(C)          -(C)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities              0.022          0.050       0.050       0.048         0.026         0.025
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                      (0.022)        (0.050)     (0.050)     (0.048)       (0.026)       (0.025)

Total Distributions                          (0.022)        (0.050)     (0.050)     (0.048)       (0.026)       (0.025)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD            $   1.000     $    1.000    $  1.000    $  1.000      $  1.000        $1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                  2.22%(D)       5.10%       5.15%       4.98%         2.68%(D)      2.47%(D)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)       $1,259,860    $1,521,827..  $992,763    $232,249      $121,750        $11,372
  Ratio of expenses to average net
    assets                                    0.60%(E)       0.60%       0.60%       0.60%         0.60%(E)      0.60%(E)
  Ratio of net investment income to
    average net assets                        4.45%(E)       5.04%       5.11%       4.94%         5.25%(E)      5.46%(E)
  Ratio of expenses to average net
    assets*                                   0.65%(E)       0.64%       0.63%       0.67%         0.69%(E)      0.71%(E)
  Ratio of net investment income to
    average net assets*                       4.40%(E)       5.00%       5.08%       4.87%         5.16%(E)      5.35%(E)
</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) Effective July 1, 1995 the Fund changed its fiscal year end from June
  30 to December 31. (B) Period from commencement of operations. (C) Amount
  is less than .001. (D) Not annualized. (E) Annualized. (F) Upon
  reorganizing as a fund of One Group, the Pegasus Cash Management Fund
  became One Group Cash Management Money Market Fund. Financial highlights
  for periods prior to March 29, 1999 represent the Pegasus Cash Management
  Fund.



<TABLE>
<CAPTION>
                                          SIX MONTHS                                            JULY 1,          YEAR
                                            ENDED            YEAR ENDED DECEMBER 31,            1995 TO          ENDED
                                           JUNE 30,     ----------------------------------    DECEMBER 31,     JUNE 30,
CLASS I                                    1999(F)         1998         1997        1996        1995(A)         1995(B)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                       <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
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                       0.023          0.052       0.053       0.051         0.028          0.051
  Net realized gains (losses) from
    investments                                   -              -(B)        -           -(B)          -(B)      (0.006)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities              0.023          0.052       0.053       0.051         0.028          0.045
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                      (0.023)        (0.052)     (0.053)     (0.051)       (0.028)        (0.051)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                          (0.023)        (0.052)     (0.053)     (0.051)       (0.028)        (0.051)
  Increase due to capital contribution
    from an affiliate of the investment
    adviser                                       -              -           -           -             -          0.006
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD             $  1.000     $    1.000    $  1.000    $  1.000      $  1.000       $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                  2.35%(D)       5.36%       5.41%       5.23%         2.80%(D)        5.19(C)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)        $947,776     $1,076,045    $705,270    $885,946      $389,127       $319,214
  Ratio of expenses to average net
    assets                                    0.34%(E)       0.35%       0.35%       0.35%         0.35%(E)       0.35%
  Ratio of net investment income to
    average net assets                        4.69%(E)       5.21%       5.36%       5.19%         5.51%(E)       5.11%
  Ratio of expenses to average net
    assets*                                   0.40%(E)       0.39%       0.38%       0.42%         0.43%(E)       0.44%
  Ratio of net investment income to
    average net assets*                       4.63%(E)       5.17%       5.33%       5.12%         5.43%(E)       5.02%
</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) Effective July 1, 1995 the Fund changed its fiscal year end from June
  30 to December 31. (B) Amount is less than .001. (C) If the Fund had not
  had a capital contribution by an affiliate of the Investment Adviser during
  the period, the total return would have been 4.51%. (D) Not annualized. (E)
  Annualized. (F) Upon reorganizing as a fund of One Group, the Pegasus Cash
  Management Fund became One Group Cash Management Money Market Fund.
  Financial highlights for periods prior to March 29, 1999 represent the
  Pegasus Cash Management Fund.

<PAGE>   483

                                                                              35
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Treasury Cash Management
                           Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
financial performance for the last five years or the period of the Fund's
operations, whichever is shorter. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                              SIX MONTHS                      SEPTEMBER 12,
                                                                ENDED         YEAR ENDED         1997 TO
                                                               JUNE 30,      DECEMBER 31,     DECEMBER 31,
CLASS A                                                        1999(D)           1998            1997(A)
- -------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>              <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  1.000        $  1.000         $  1.000
- -------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.021           0.048            0.015
- -------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.021           0.048            0.015
- -------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.021)         (0.048)          (0.015)
- -------------------------------------------------------------------------------------------------------------------

Total Distributions                                              (0.021)         (0.048)          (0.015)
- -------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  1.000        $  1.000         $  1.000
- -------------------------------------------------------------------------------------------------------------------
Total Return                                                      2.10%(B)        4.94%            5.04%(C)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)                            $130,989        $331,015         $205,722
  Ratio of expenses to average net assets                         0.60%(C)        0.60%            0.60%(C)
  Ratio of net investment income to average net assets            4.19%(C)        4.82%            5.03%(C)
  Ratio of expenses to average net assets*                        0.68%(C)        0.65%            0.66%(C)
  Ratio of net investment income to average net assets*           4.11%(C)        4.77%            4.97%(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. (D) Upon reorganizing as a fund of One Group, the Pegasus
  Treasury Cash Management Fund became the One Group Treasury Cash Management
  Money Market Fund. Financial highlights for the period prior to March 29,
  1999 represent the Pegasus Treasury Cash Management Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS                      SEPTEMBER 12,
                                                                ENDED         YEAR ENDED         1997 TO
                                                               JUNE 30,      DECEMBER 31,     DECEMBER 31,
CLASS I                                                        1999(D)           1998            1997(A)
- -------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>              <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  1.000        $ 1.000           $1.000
- -------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.022          0.051            0.016
- -------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.022          0.051            0.016
- -------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.022)        (0.051)          (0.016)
- -------------------------------------------------------------------------------------------------------------------

Total Distributions                                              (0.022)        (0.051)          (0.016)
- -------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  1.000        $ 1.000           $1.000
- -------------------------------------------------------------------------------------------------------------------
Total Return                                                      2.22%(B)       5.20%            5.29%(C)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)                            $191,181        $32,196           $  850
  Ratio of expenses to average net assets                         0.35%(C)       0.35%            0.35%(C)
  Ratio of net investment income to average net assets            4.44%(C)       4.97%            5.28%(C)
  Ratio of expenses to average net assets*                        0.43%(C)       0.40%            0.41%(C)
  Ratio of net investment income to average net assets*           4.36%(C)       4.92%            5.22%(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. (D) Upon reorganizing as a fund of One Group, the Pegasus
  Treasury Cash Management Fund became the One Group Treasury Cash Management
  Money Market Fund. Financial highlights for the period prior to March 29,
  1999 represent the Pegasus Treasury Cash Management Fund.

<PAGE>   484

36
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Treasury Prime Cash Management Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
financial performance for the last five years or the period of the Fund's
operations, whichever is shorter. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                       SIX MONTHS                                             MARCH 22,
                                                         ENDED             YEAR ENDED DECEMBER 31,             1995 TO
                                                        JUNE 30,      ----------------------------------     DECEMBER 31,
CLASS A                                                 1999(E)         1998         1997         1996         1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <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                                    0.020         0.044        0.045        0.045          0.038
  Net realized gains (losses) from investments                 -(B)          -            -            -              -
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                           0.020         0.044        0.045        0.045          0.038
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                   (0.020)       (0.044)      (0.045)      (0.045)        (0.038)
- ---------------------------------------------------------------------------------------------------------------------------------

Total Distributions                                       (0.020)       (0.044)      (0.045)      (0.045)        (0.038)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                          $  1.000      $  1.000     $  1.000     $  1.000       $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                               2.00%(C)      4.50%        4.64%        4.60%          3.86%(C)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)                     $474,180      $469,443     $233,590     $215,040       $130,559
  Ratio of expenses to average net assets                  0.60%(D)      0.60%        0.60%        0.60%          0.60%(D)
  Ratio of net investment income to average net
    assets                                                 3.99%(D)      4.35%        4.54%        4.59%          4.72%(D)
  Ratio of expenses to average net assets*                 0.67%(D)      0.65%        0.65%        0.71%          0.74%(D)
  Ratio of net investment income to average net
    assets*                                                3.92%(D)      4.30%        4.49%        4.48%          4.58%(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) Amount is less than .001.
  (C) Not Annualized. (D) Annualized. (E) Upon reorganizing as a fund of One
  Group, the Pegasus Treasury Prime Cash Management Fund became One Group
  Treasury Prime Cash Management Money Market Fund. Financial highlights for
  periods prior to March 29, 1999 represent the Pegasus Treasury Prime Cash
  Management Fund.



<TABLE>
<CAPTION>
                                                         SIX MONTHS                                           MARCH 22,
                                                           ENDED            YEAR ENDED DECEMBER 31,            1995 TO
                                                          JUNE 30,      --------------------------------     DECEMBER 31,
CLASS I                                                   1999(E)         1998        1997        1996         1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <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                                      0.021         0.047       0.048       0.047         0.040
  Net realized gains (losses) from investments                   -(B)          -           -           -(B)          -
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             0.021         0.047       0.048       0.047         0.040
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                     (0.021)       (0.047)     (0.048)     (0.047)       (0.040)
- ---------------------------------------------------------------------------------------------------------------------------------

Total Distributions                                         (0.021)       (0.047)     (0.048)     (0.047)       (0.040)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $  1.000      $  1.000     $ 1.000     $ 1.000        $1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                 2.12%(C)      4.76%       4.90%       4.86%         4.06%(C)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)                       $125,645      $189,630     $90,813     $70,120        $14,008
  Ratio of expenses to average net assets                    0.35%(D)      0.35%       0.35%       0.35%         0.35%(D)
  Ratio of net investment income to average net assets       4.24%(D)      4.55%       4.79%       4.84%         5.16%(D)
  Ratio of expenses to average net assets*                   0.42%(D)      0.40%       0.40%       0.46%         1.23%(D)
  Ratio of net investment income to average net assets*      4.17%(D)      4.50%       4.74%       4.73%         4.28%(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) Amount is less than .001.
  (C) Not Annualized. (D) Annualized. (E) Upon reorganizing as a fund of One
  Group, the Pegasus Treasury Prime Cash Management Fund became One Group
  Treasury Prime Cash Management Money Market Fund. Financial highlights for
  periods prior to March 29, 1999 represent the Pegasus Treasury Prime Cash
  Management Fund.

<PAGE>   485

                                                                              37
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           U.S. Government Securities Cash
                           Management Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
financial performance for the last five years or the period of the Fund's
operations, whichever is shorter. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                       SIX MONTHS                                              JUNE 1,        JANUARY 17,
                                         ENDED             YEAR ENDED DECEMBER 31,             1995 TO          1995 TO
                                        JUNE 30,      ----------------------------------     DECEMBER 31,       MAY 31,
CLASS A                                 1999(F)         1998         1997         1996         1995(A)          1995(B)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <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
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                    0.021         0.049        0.050        0.048         0.031            0.020
  Net realized gains (losses) from
    investments                                -(C)          -            -(C)         -(C)          -(C)             -(C)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities           0.021         0.049        0.050        0.048         0.031            0.020
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                   (0.021)       (0.049)      (0.050)      (0.048)       (0.031)          (0.020)
- ---------------------------------------------------------------------------------------------------------------------------------

Total Distributions                       (0.021)       (0.049)      (0.050)      (0.048)       (0.031)          (0.020)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD          $  1.000      $  1.000     $  1.000     $  1.000       $ 1.000          $ 1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                               2.16%(D)      5.00%        5.08%        4.89%         3.09%(D)         2.01%(D)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)     $767,457      $559,770     $357,663     $207,046       $56,000          $16,702
  Ratio of expenses to average net
    assets                                 0.60%(E)      0.60%        0.60%        0.60%         0.60%(E)         0.57%(E)
  Ratio of net investment income to
    average net assets                     4.31%(E)      4.87%        5.02%        4.84%         5.17%(E)         5.48%(E)
  Ratio of expenses to average net
    assets*                                0.63%(E)      0.62%        0.61%        0.68%         0.69%(E)         0.66%(E)
  Ratio of net investment income to
    average net assets*                    4.28%(E)      4.85%        5.01%        4.76%         5.08%(E)         5.39%(E)
</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)
  Effective June 1, 1995, the Fund changed its fiscal year end from May 31 to
  December 31. (B) Period from commencement of operations. (C) Amount is less
  than .001. (D) Not Annualized. (E) Annualized. (F) Upon reorganizing as a fund
  of One Group, the Pegasus U.S. Government Securities Cash Management Fund
  became One Group U.S. Government Securities Cash Management Money Market Fund.
  Financial highlights for periods prior to March 29, 1999 represent the Pegasus
  U.S. Government Securities Cash Management Fund.



<TABLE>
<CAPTION>
                                     SIX MONTHS                                                JUNE 1,           YEAR
                                       ENDED              YEAR ENDED DECEMBER 31,              1995 TO           ENDED
                                      JUNE 30,      ------------------------------------     DECEMBER 31,       MAY 31,
CLASS I                               1999(E)          1998          1997         1996         1995(A)           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <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
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                  0.023           0.051        0.052        0.050          0.032           0.049
  Net realized gains (losses) from
    investments                              -(B)            -            -(B)         -(B)           -(B)            -(B)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities         0.023           0.051        0.052        0.050          0.032           0.049
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                 (0.023)         (0.051)      (0.052)      (0.050)        (0.032)         (0.049)
- ---------------------------------------------------------------------------------------------------------------------------------

Total Distributions                     (0.023)         (0.051)      (0.052)      (0.050)        (0.032)         (0.049)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD        $  1.000      $    1.000     $  1.000     $  1.000       $  1.000        $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                             2.28%(C)        5.26%        5.34%        5.15%          3.24%(C)        5.03%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)   $856,449      $1,017,830     $534,364     $369,163       $489,395        $475,248
  Ratio of expenses to average net
    assets                               0.35%(D)        0.35%        0.35%        0.35%          0.35%(D)        0.34%
  Ratio of net investment income to
    average net assets                   4.56%(D)        5.11%        5.27%        5.09%          5.46%(D)        4.94%
  Ratio of expenses to average net
    assets*                              0.38%(D)        0.37%        0.36%        0.43%          0.42%(D)        0.41%
  Ratio of net investment income to
    average net assets*                  4.53%(D)        5.09%        5.26%        5.01%          5.39%(D)        4.87%
</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) Effective June 1, 1995, the Fund changed its fiscal year end from May
  31 to December 31. (B) Amount is less than .001. (C) Not Annualized. (D)
  Annualized. (E) Upon reorganizing as a fund of One Group, the Pegasus U.S.
  Government Securities Cash Management Fund became One Group U.S. Government
  Securities Cash Management Money Market Fund. Financial highlights for
  periods prior to March 29, 1999 represent the Pegasus U.S. Government
  Securities Cash Management Fund.

<PAGE>   486

38
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Municipal Cash Management
                           Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
financial performance for the last five years or the period of the Fund's
operations, whichever is shorter. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                              SIX MONTHS                       AUGUST 18,
                                                                ENDED         YEAR ENDED        1997 TO
                                                               JUNE 30,      DECEMBER 31,     DECEMBER 31,
CLASS A                                                        1999(E)           1998           1997(A)
- ------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>              <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 1.000          $1.000          $ 1.000
- ------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.013           0.029            0.012
- ------------------------------------------------------------------------------------------------------------------
  Net realized gains (losses) from investments                       -(B)            -                -
- ------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.013           0.029            0.012
- ------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.013)         (0.029)          (0.012)
- ------------------------------------------------------------------------------------------------------------------

Total Distributions                                             (0.013)         (0.029)          (0.012)
- ------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 1.000          $1.000          $ 1.000
- ------------------------------------------------------------------------------------------------------------------
Total Return                                                     1.27%(C)        2.95%            3.14%(D)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)                            $16,299          $61,243         $56,534
  Ratio of expenses to average net assets                        0.60%(D)        0.60%            0.60%(D)
  Ratio of net investment income to average net assets           2.52%(D)        2.90%            3.12%(D)
  Ratio of expenses to average net assets*                       0.66%(D)        0.64%            0.66%(D)
  Ratio of net investment income to average net assets*          2.46%(D)        2.86%            3.06%(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) Amount is less than .001.
  (C) Not annualized. (D) Annualized. (E) Upon reorganizing as a fund of One
  Group, the Pegasus Municipal Cash Management Fund became One Group
  Municipal Cash Management Money Market Fund. Financial highlights for
  periods prior to March 29, 1999 represent the Pegasus Municipal Cash
  Management Fund.



<TABLE>
<CAPTION>
                                                              SIX MONTHS                       AUGUST 18,
                                                              ENDED           YEAR ENDED        1997 TO
                                                              JUNE 30,       DECEMBER 31,     DECEMBER 31,
                          CLASS I                             1999(E)            1998           1997(A)
- ------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>              <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $  1.000        $  1.000         $  1.000
- ------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.014           0.032            0.013
  Net realized gains (losses) from investments                        -(B)            -                -
- ------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.014           0.032            0.013
- ------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.014)         (0.032)          (0.013)
- ------------------------------------------------------------------------------------------------------------------

Total Distributions                                              (0.014)         (0.032)          (0.013)
- ------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $  1.000        $  1.000         $  1.000
- ------------------------------------------------------------------------------------------------------------------
Total Return                                                      1.39%(C)        3.20%            3.39%(D)

RATIOS/SUPPLEMENTAL DATA:
  Net assets at end of period (000)                            $476,802        $588,602         $201,705
  Ratio of expenses to average net assets                         0.35%(D)        0.35%            0.35%(D)
  Ratio of net investment income to average net assets            2.77%(D)        3.12%            3.37%(D)
  Ratio of expenses to average net assets*                        0.41%(D)        0.39%            0.41%(D)
  Ratio of net investment income to average net assets*           2.71%(D)        3.08%            3.31%(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) Amount is less than .001.
  (C) Not annualized. (D) Annualized. (E) Upon reorganizing as a fund of One
  Group, the Pegasus Municipal Cash Management Fund became One Group
  Municipal Cash Management Money Market Fund. Financial highlights for
  periods prior to March 29, 1999 represent the Pegasus Municipal Cash
  Management Fund.

<PAGE>   487

                                                                              39
ONE GROUP(R)

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

                                    Appendix A

- --------------------------------------------------------------------------------
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>
                                       One Group(R) Cash Management Money Market
                                                                            Fund       1
                                      ------------------------------------------------------
                                      One Group(R)Treasury Cash Management Money
                                                                     Market Fund       2
                                      ------------------------------------------------------
                                                One Group(R) Treasury Prime Cash
                                                    Management Money Market Fund       3
                                      ------------------------------------------------------
                                         One Group(R) U.S. Government Securities
                                               Cash Management Money Market Fund       4
                                      ------------------------------------------------------
                                          One Group(R) Municipal Cash Management
                                                               Money Market Fund       5
                                      ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes and bonds.    1-5            Market
                                      -------------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities         1, 4, 5        Market
                                      issued by agencies and instrumentalities of the                      Credit
                                      U.S. Government. These include Ginnie Mae, Fannie
                                      Mae, and Freddie Mac.
                                      -------------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a security     1, 2, 4, 5     Credit
                                      and the simultaneous commitment to return the                        Market
                                      security to the seller at an agreed upon price on                    Liquidity
                                      an agreed upon date. This is treated as a loan.
                                      -------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1, 4, 5        Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for delivery at a future date.                           Liquidity
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   488

40

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Investment Company Securities: Shares of other        1, 4, 5        Market
                                      money market mutual funds, including One Group
                                      money market funds and shares of other money
                                      market mutual funds 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.
                                      -------------------------------------------------------------------------------
                                      Extendable Commercial Notes: Variable rate notes      1              Market
                                      with a maximum stated maturity of thirteen months                    Credit
                                      which, on a designated day each month, may be                        Liquidity
                                      extended by the purchaser for an additional
                                      thirteen months. The note's maturity cannot be
                                      extended beyond the tenth anniversary of its
                                      issuance.
                                      -------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:               1, 4, 5        Market
                                      Obligations with interest rates which are reset                      Credit
                                      daily, weekly, quarterly or some other period and                    Liquidity
                                      which may be payable to the Fund on demand.
                                      -------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          1, 4, 5        Pre-Payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs") and Real Estate Mortgage Investment                         Regulatory
                                      Conduits ("REMICs").
                                      -------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments       1, 5           Market
                                      with a stated maturity.                                              Credit
                                                                                                           Liquidity
                                      -------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a    1, 5           Liquidity
                                      bank in exchange for the deposit of funds.                           Credit
                                                                                                           Market
                                      -------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time       1, 5           Credit
                                      drafts drawn on and accepted by a commercial bank.                   Liquidity
                                      Maturities are generally six months or less.                         Market
                                      -------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1, 5           Credit
                                      promissory notes issued by corporations and other                    Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      -------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       1, 5           Market
                                      puts and standby commitments to purchase the                         Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   489

                                                                              41

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Municipal Securities: Securities issued by a state    1, 5           Market
                                      or political subdivision to obtain funds for                         Credit
                                      various public purposes. Municipal securities                        Political
                                      include private activity bonds and industrial                        Tax
                                      development bonds, as well as General Obligation                     Regulatory
                                      Notes, Tax Anticipation Notes, Bond Anticipation
                                      Notes, Revenue Anticipation 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      1              Market
                                      by banks and highly rated insurance companies such                   Credit
                                      as Guaranteed Investment Contracts ("GICs") and                      Liquidity
                                      Bank Investment Contracts ("BICs").
                                      -------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1, 5           Liquidity
                                      under the Securities Act of 1933, such as                            Credit
                                      privately placed commercial paper and Rule 144A                      Market
                                      securities.
                                      -------------------------------------------------------------------------------
                                      Foreign Securities: U.S. dollar-denominated           1              Market
                                      commercial paper of foreign issuers and                              Political
                                      obligations of foreign banks, overseas branches of                   Liquidity
                                      U.S. banks and supranational entities.                               Foreign
                                      -------------------------------------------------------------------------------
                                      Participation Interests: Interests in municipal       1, 5           Credit
                                      securities, including municipal leases, from                         Tax
                                      financial institutions such as commercial and                        Market
                                      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 form of
                                      indirect ownership that allows the Funds to treat
                                      the income from the investments as exempt from
                                      Federal Income Tax.
                                      -------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        1, 5           Pre-payment
                                      company receivables, home equity loans, truck and                    Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivables or other assets.
</TABLE>
<PAGE>   490

42

- --------------------------------------------------------------------------------
 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 and
                          liquidity of a security can be adversely affected
                          prior to actual default as its credit status
                          deteriorates and the probability of default rises.

                        - 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.

                        - 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.

                        - 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.
<PAGE>   491

                                                                              43

                        - 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
                          lender has when a borrower defaults on 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.

                        - 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.
<PAGE>   492

                           (Intentionally Left Blank)
<PAGE>   493

                           (Intentionally Left Blank)
<PAGE>   494

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visiting www.onegroup.com, by calling
                        1-877-691-1118, or by writing the Funds at:


                        one group(R) mutual funds
                        3435 stelzer road
                        columbus, ohio 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-126                   [ONE GROUP LOGO]

<PAGE>   495

[BACKGROUND GRAPHIC]


ONE GROUP(R) INVESTOR FUNDS

                    PROSPECTUS

                    NOVEMBER 1, 1999

                                                                [ONE GROUP LOGO]

                    One Group(R) Investor Growth Fund

                    One Group(R) Investor Growth & Income Fund

                    One Group(R) Investor Balanced Fund

                    One Group(R) Investor Conservative Growth Fund

                    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
                    DISAPPROVED THE SHARES OF ANY OF THE FUNDS AS AN INVESTMENT
                    OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
                    COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
                    CRIME.
<PAGE>   496

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                              One Group Investor Growth Fund  2
                                                              ---------
                     One Group Investor Growth & Income Fund  6
                                                              ---------
                            One Group Investor Balanced Fund  10
                                                              ---------
                      One Group Investor Conservative Growth  14
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  18
                                                              ---------
                                            Investment Risks  22
                                                              ---------
                                         Investment Policies  24
                                                              ---------
                               Temporary Defensive Positions  24
                                                              ---------
                                          Portfolio Turnover  25
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  26
                                                              ---------
                                               Sales Charges  29
                                                              ---------
                         Sales Charge Reductions and Waivers  32
                                                              ---------
                                      Exchanging Fund Shares  34
                                                              ---------
                                       Redeeming Fund Shares  36
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                           Dividend Policies  39
                                                              ---------
                               Tax Treatment of Shareholders  39
                                                              ---------
                                        Shareholder Inquires  40
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  42
                                                              ---------
                                           The Fund Managers  42
                                                              ---------
                              Year 2000 Readiness Disclosure  43
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  44
                                                              ---------
                                APPENDIX A: UNDERLYING FUNDS  52
                                                              ---------
                            APPENDIX B: INVESTMENT PRACTICES  60
                                                              ---------
</TABLE>
<PAGE>   497
                    FUND SUMMARIES

                    INVESTMENTS, RISK & PERFORMANCE

<PAGE>   498

2
[PHOTO]
ONE GROUP(R)

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

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Investor Growth Fund

WHAT IS THE GOAL OF ONE
  GROUP INVESTOR GROWTH
  FUND?                 The Fund seeks long-term capital appreciation by
                        investing primarily in a diversified group of One Group
                        mutual funds which invest primarily in equity
                        securities.

WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF
  ONE GROUP INVESTOR
  GROWTH FUND?          One Group Investor Growth Fund is a "Fund of Funds". The
                        Fund's investment strategy is to invest in a diversified
                        group of other One Group mutual funds. Because this is a
                        growth fund, the majority of the Fund's assets will be
                        invested in One Group equity funds, although a portion
                        of its assets also will be invested in One Group bond
                        and money market funds. The Fund's investment return is
                        diversified by its investment in the underlying mutual
                        funds which invest in growth and income stocks, foreign
                        securities, debt securities, and cash or cash
                        equivalents. For more information about the Fund's
                        investment strategies, please read "More About The
                        Funds" and "Principal Investment Strategies."

WHO SHOULD INVEST IN ONE
  GROUP INVESTOR GROWTH
  FUND?                 Shares are available for long-term investors, including
                        tax-advantaged retirement accounts; the Funds should not
                        be used for short-term trading purposes.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN ONE
  GROUP INVESTOR GROWTH
  FUND?                 The main risks of investing in the One Group Investor
                        Growth Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of One Group Investor Growth Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in One Group Investor Growth Fund.
<PAGE>   499

                                                                               3
- ---------------------------
                           Investor Growth Fund

                MAIN RISKS
- --------------------------

                        Investments in Mutual Funds. The Fund's investments are
                        concentrated in underlying One Group funds, so the
                        Fund's investment performance is directly related to the
                        performance of the underlying funds. The Fund's net
                        asset value will change with changes in the equity and
                        bond markets and the value of the mutual funds in which
                        it invests. In addition, as a matter of fundamental
                        policy, the Fund must allocate its investments among the
                        underlying funds. As a result, the Fund does not have
                        the same flexibility to invest as a mutual fund without
                        such constraints. In addition, the Fund indirectly pays
                        a portion of the expenses incurred by the underlying
                        funds.



                        Equity Funds. Equity funds invest primarily in equity
                        securities (such as stocks) that are more volatile and
                        carry more risks than some other forms of investment.
                        The price of equity securities may rise or fall because
                        of economic or political changes or changes in a
                        company's financial condition. Equity securities also
                        are subject to "stock market risk", meaning that stock
                        prices in general may decline over short or extended
                        periods of time. When the value stocks held by an
                        underlying One Group equity fund go down, the value of
                        your investment in One Group Investor Growth Fund will
                        be affected.


                        Fixed Income Funds. Bond funds invest primarily in fixed
                        income securities. These securities 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 One Group Investor Growth
                        Fund will change as the value of investments of the
                        underlying One Group funds increase and decrease.


                        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 may
                        not do so. If the value of securities that are heavily
                        weighted on an index change, you can expect a greater
                        risk of loss than would be the case if a fund were not
                        fully invested in such securities.


                        Foreign Securities. Funds investing in foreign
                        securities are subject to special risks in addition to
                        those of U.S. investments. These risks include political
                        and economic risks, currency fluctuations, higher
                        transaction costs, delayed settlement, and less
                        stringent investor protection and disclosure standards
                        of some foreign markets. These risks can make foreign
                        investments more volatile and potentially less liquid
                        than U.S. investments.

                        Emerging Markets. The risks associated with foreign
                        securities are magnified in countries in "emerging
                        markets." These countries may have relatively unstable
                        governments and less established market economies than
                        developed countries. Emerging markets may face greater
                        social, economic, regulatory, and political
                        uncertainties. These risks make emerging market
                        securities more volatile and less liquid than securities
                        issued in more developed countries.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   500

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Investor Growth Fund


The Bar Chart shows changes in
the Fund's performance from
year to year. Total returns
assume reinvestment of
dividends and distributions.
The returns shown DO NOT
reflect applicable sales
charges. If these charges were
included, the returns would be
lower than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE ONE GROUP
  INVESTOR GROWTH FUND
  PERFORMED?            By showing the variability of the One Group Investor
                        Growth Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        INVESTOR GROWTH FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1997                                                                             25.07
1998                                                                             21.76
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            1.75%.

- --------------------------------------------------------------------------------
        Best Quarter:  19.73%  4Q1998     Worst Quarter:  -9.92%  3Q1998
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998


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

<TABLE>
<CAPTION>
                                               1 YEAR             LIFE
                   CLASS A                                  (since 12/10/96)
   <S>                                         <C>          <C>
   One Group Investor Growth Fund              14.99%            18.64%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            29.60%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              13.70%            16.95%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------
                                               1 YEAR             LIFE
                   CLASS B                                  (since 12/10/96)
   <S>                                         <C>          <C>
   One Group Investor Growth Fund              15.49%            20.43%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            29.60%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              13.70%            16.95%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------
                                               1 YEAR             LIFE
                   CLASS C                                   (since 7/1/97)
   <S>                                         <C>          <C>
   One Group Investor Growth Fund              19.42%            19.86%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            20.41%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              13.70%            10.54%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------
                                               1 YEAR             LIFE
                   CLASS I                                  (since 12/10/96)
   <S>                                         <C>          <C>
   One Group Investor Growth Fund              21.76%            22.39%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            29.60%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              13.70%            16.95%
</TABLE>



                        (1) The S&P 1500 Index is an unmanaged index
                            generally representative of the performance of
                            large and small companies in the U.S. stock
                            market. The performance of the index does not
                            reflect the deduction of expenses associated with
                            a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Investor Growth Fund reflects the deduction of
                            these services as well as the deduction of sales
                            charges on Class A shares and contingent deferred
                            sales charges on Class B and Class C shares.



                        (2) The Lipper Mix consists of the average monthly
                            returns of the Lipper General Equity Funds
                            Universe (75%), the Lipper International Funds
                            Universe (10%), and the Lipper Intermediate U.S.
                            Government Bond Funds Universe (15%). The Lipper
                            Universe consists of the equally weighted average
                            monthly returns for all the funds within the
                            category.

<PAGE>   501

                                                                               5
- ---------------------------
                           Investor Growth Fund

              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------
   <S>                                             <C>       <C>       <C>       <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                      5.25%      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)            NONE(2)    5.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                    NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
   Exchange Fee                                      NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>
   Investment Advisory Fees                             .05%      .05%      .05%      .05%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .23%      .23%      .23%      .23%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses (4)             .63%     1.28%     1.28%      .28%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement]           (.18%)    (.08%)    (.08%)    (.08%)
   ------------------------------------------------------------------------------------------------
   Net Expenses (5)                                     .45%     1.20%     1.20%      .20%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) The Fund indirectly pays a portion of the
                            expenses incurred by the underlying funds. After
                            combining the total operating expenses of the
                            fund with those of the underlying funds, the
                            estimated average weighted expense ratio would be
                            1.30% For Class A shares, 2.05% For Class B
                            shares, 2.05% For Class C shares, and 1.05% For
                            Class I shares.


                        (5) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .45% for Class A shares, 1.20% for Class B
                            shares, 1.20% for Class C shares, and .20% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                     ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                   REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                    THE END OF                    THE END OF
                                    EACH PERIOD                   EACH PERIOD
   ----------------------------------------------------------------------------------------------------------
   <S>                   <C>       <C>             <C>           <C>             <C>           <C>       <C>
   1 Year (1)            $  569       $  622         $  122         $  222         $  122       $ 20
   ----------------------------------------------------------------------------------------------------------
   3 Years                  699          698            398            398            398         82
   ----------------------------------------------------------------------------------------------------------
   5 Years                  841          895            695            695            695        149
   ----------------------------------------------------------------------------------------------------------
   10 Years               1,254        1,359          1,359          1,538          1,538        348
   ----------------------------------------------------------------------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $586
                                         Class B (no redemption)      $130
                                         Class B (with redemption)    $630
                                         Class C (no redemption)      $130
                                         Class C (with redemption)    $230
                                         Class I                       $29
</TABLE>


                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   502

6
[PHOTO]
ONE GROUP(R)

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

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Investor Growth &
                        Income Fund

WHAT IS THE GOAL OF ONE
  GROUP INVESTOR GROWTH
  & INCOME FUND?        The Fund seeks long-term capital appreciation and growth
                        by investing primarily in a diversified group of One
                        Group mutual funds which invest primarily in equity
                        securities.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF ONE GROUP INVESTOR
  GROWTH & INCOME FUND? One Group Investor Growth & Income Fund is a "Fund of
                        Funds". The Fund's investment strategy is to invest in a
                        diversified group of other One Group mutual funds.
                        Because this is a growth and income fund, the majority
                        of the Fund's assets will be invested in One Group
                        equity and bond funds, although a portion of its assets
                        also will be invested in One Group money market funds.
                        The Fund's investment return is diversified by its
                        investment in the underlying mutual funds which invest
                        in growth and income stocks, foreign securities, debt
                        securities, and cash or cash equivalents. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHO SHOULD INVEST IN ONE
  GROUP INVESTOR GROWTH
  & INCOME FUND?        Shares are available for long-term investors, including
                        tax-advantaged retirement accounts; the Funds should not
                        be used for short-term trading purposes.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN ONE
  GROUP INVESTOR GROWTH
  & INCOME FUND?        The main risks of investing in the One Group Investor
                        Growth & Income Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        The share price of One Group Investor Growth & Income
                        Fund will change every day in response to market
                        conditions. You may lose money if you invest in One
                        Group Investor Growth & Income Fund.

            MAIN RISKS
- ----------------------

                        Investments in Mutual Funds. The Fund's investments are
                        concentrated in underlying One Group funds, so the
                        Fund's investment performance is directly related to the
                        performance of the underlying funds. The Fund's net
                        asset value will change with changes in the equity and
                        bond markets and the value of the mutual funds in which
                        it invests. In addition, as a matter of fundamental
                        policy, the Fund must allocate its investments among the
                        underlying funds. As a result, the Fund does not have
                        the same flexibility to invest as a mutual fund without
                        such constraints. In addition, the Fund indirectly pays
                        a portion of the expenses incurred by the underlying
                        Funds.

<PAGE>   503

                                                                               7
- ---------------------------
                           Investor Growth & Income Fund


                        Equity Funds. Equity funds invest primarily in equity
                        securities (such as stocks) that are more volatile and
                        carry more risks than some other forms of investment.
                        The price of equity securities may rise or fall because
                        of economic or political changes or changes in a
                        company's financial condition. Equity securities also
                        are subject to "stock market risk", meaning that stock
                        prices in general may decline over short or extended
                        periods of time. When the value stocks held by an
                        underlying One Group equity fund go down, the value of
                        your investment in One Group Investor Growth & Income
                        Fund will be affected.


                        Fixed Income Funds. Bond funds invest primarily in fixed
                        income securities. These securities 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 One Group Investor Growth &
                        Income Fund will change as the value of investments of
                        the underlying One Group funds increase and decrease.


                        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. If the value of securities that are heavily
                        weighted on an index change, you can expect a greater
                        risk of loss than may be the case if a fund were not
                        fully invested in such securities.


                        Foreign Securities. Funds investing in foreign
                        securities are subject to special risks in addition to
                        those of U.S. investments. These risks include political
                        and economic risks, currency fluctuations, higher
                        transaction costs, delayed settlement, and less
                        stringent investor protection and disclosure standards
                        of some foreign markets. These risks can make foreign
                        investments more volatile and potentially less liquid
                        than U.S. investments.

                        Emerging Markets. The risks associated with foreign
                        securities are magnified in countries in "emerging
                        markets." These countries may have relatively unstable
                        governments and less established market economies than
                        developed countries. Emerging markets may face greater
                        social, economic, regulatory, and political
                        uncertainties. These risks make emerging market
                        securities more volatile and less liquid than securities
                        issued in more developed countries.


                        Not FDIC Insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   504

8
ONE GROUP(R)
- ---------------------------

                           FUND SUMMARY
                           Investor Growth & Income Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE ONE GROUP
  INVESTOR GROWTH &
  INCOME FUND
  PERFORMED?            By showing the variability of the One Group Investor
                        Growth & Income Fund's performance from year to year,
                        the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE INVESTOR GROWTH & INCOME FUND IS NOT
                        NECESSARILY AN INDICATION OF HOW THE FUND WILL PERFORM
                        IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1997                                                                             20.87
1998                                                                             19.10
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            1.21%.


- --------------------------------------------------------------------------------
       Best Quarter:  14.92%  4Q1998       Worst Quarter:  -6.52%  3Q1998
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR             LIFE
                   CLASS A                                  (since 12/10/96)
   <S>                                         <C>          <C>
   One Group Investor Growth & Income Fund     12.67%            16.24%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            29.60%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              12.74%            15.29%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------
                                               1 YEAR             LIFE
                   CLASS B                                  (since 12/10/96)
   <S>                                         <C>          <C>
   One Group Investor Growth & Income Fund     12.76%            17.09%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            29.60%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              12.74%            15.29%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------
                                               1 YEAR             LIFE
                   CLASS C                                   (since 7/1/97)
   <S>                                         <C>          <C>
   One Group Investor Growth & Income Fund     16.92%            17.46%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            20.41%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              12.74%            10.43%
</TABLE>



<TABLE>
<CAPTION>
   --------------------------------------------------------------------------
                                               1 YEAR             LIFE
                   CLASS I                                  (since 12/10/96)
   <S>                                         <C>          <C>
   One Group Investor Growth & Income Fund     19.10%            19.12%
   --------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%            29.60%
   --------------------------------------------------------------------------
   Lipper Mix (2)                              12.74%            15.29%
</TABLE>



                        (1) The S&P 1500 Index is an unmanaged index
                            generally representative of the performance of
                            large and small companies in the U.S. stock
                            market. The performance of the index does not
                            reflect the deduction of expenses associated with
                            a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Investor Growth & Income Fund reflects the
                            deduction of these services as well as the
                            deduction of sales charges on Class A shares and
                            contingent deferred sales charges on Class B and
                            Class C shares.



                        (2) The Lipper Mix consists of the average monthly
                            returns of the Lipper General Equity Funds
                            Universe (60%), the Lipper International Funds
                            Universe (5%), and the Lipper Intermediate U.S.
                            Government Bond Funds Universe (35%). The Lipper
                            Universe consists of the equally weighted average
                            monthly returns for all the funds within the
                            category.

<PAGE>   505

                                                                               9
- ---------------------------
                           Investor Growth & Income Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continue to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------------------------------
   (fees paid directly from your investment) (1)   CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------
   <S>                                             <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                      5.25%      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                    NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
   Exchange Fee                                      NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (expenses that are deducted from fund assets) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .05%      .05%      .05%      .05%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .22%      .22%      .22%      .22%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses (4)             .62%     1.27%     1.27%      .27%
   ------------------------------------------------------------------------------------------------
   Fee Waiver [and/or Expense Reimbursement]           (.17%)    (.07%)    (.07%)    (.07%)
   ------------------------------------------------------------------------------------------------
   Net Expenses (5)                                     .45%     1.20%     1.20%      .20%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) The Fund indirectly pays a portion of the
                            expenses incurred by the underlying funds. After
                            combining the total operating expenses of the
                            Fund with those of the underlying funds, the
                            estimated average weighted expense ratio would be
                            1.28% for Class A shares, 2.03% for Class B
                            shares, 2.03% for Class C shares, and 1.03% for
                            Class I shares.


                        (5) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .45% for Class A shares, 1.20% for Class B
                            shares, 1.20% for Class C shares, and .20% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ------------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>       <C>
   1 Year (1)                                $  569       $  622         $  122         $  222         $  122       $ 20
   ------------------------------------------------------------------------------------------------------------------------------
   3 Years                                      697          696            396            396            396         80
   ------------------------------------------------------------------------------------------------------------------------------
   5 Years                                      837          890            690            690            690        145
   ------------------------------------------------------------------------------------------------------------------------------
   10 Years                                   1,243        1,351          1,351          1,528          1,528        336
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $585
                                         Class B (no redemption)      $129
                                         Class B (with redemption)    $629
                                         Class C (no redemption)      $129
                                         Class C (with redemption)    $229
                                         Class I                       $28
</TABLE>

                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   506

10
[PHOTO]
ONE GROUP(R)

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

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Investor Balanced Fund

WHAT IS THE GOAL OF
  ONE GROUP INVESTOR
  BALANCED FUND?        The Fund seeks high total return consistent with the
                        preservation of capital by investing primarily in a
                        diversified group of One Group mutual funds which invest
                        primarily in equity and fixed income securities.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF ONE GROUP
  INVESTOR BALANCED FUND?
                        One Group Investor Balanced Fund is a "Fund of Funds".
                        The Fund's investment strategy is to invest in a
                        diversified group of other One Group mutual funds.
                        Because this is a balanced fund, approximately half of
                        the Fund's assets will be invested in One Group equity
                        funds and approximately half will be invested in One
                        Group bond funds, although a portion of One Group
                        Balanced Fund's assets also will be invested in a One
                        Group money market fund. The Fund's investment return is
                        diversified by its investment in the underlying mutual
                        funds which invest in growth and income stocks, foreign
                        securities, debt securities, and cash or cash
                        equivalents. For more information about the Fund's
                        investment strategies, please read "More About The
                        Funds" and "Principal Investment Strategies."


WHO SHOULD INVEST IN ONE
  GROUP INVESTOR BALANCED
  FUND?                 Shares are available for long-term investors, including
                        tax-advantaged retirement accounts; the Funds should not
                        be used for short-term trading purposes.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN ONE
  GROUP INVESTOR BALANCED
  FUND?                 The main risks of investing in the One Group Investor
                        Balanced Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of One Group Investor Balanced Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in One Group Investor Balanced Fund.

            MAIN RISKS
- ----------------------

                        Investments in Mutual Funds. The Fund's investments are
                        concentrated in underlying One Group funds, so the
                        Fund's investment performance is directly related to the
                        performance of the underlying funds. The Fund's net
                        asset value will change with changes in the equity and
                        bond markets and the value of the mutual funds in which
                        it invests. In addition, as a matter of fundamental
                        policy, the Fund must allocate its investments among the
                        underlying funds. As a result, the Fund does not have
                        the same flexibility to invest as a mutual fund without
                        such constraints. In addition, the Fund indirectly pays
                        a portion of the expenses incurred by the underlying
                        Funds.

<PAGE>   507

                                                                              11
- ---------------------------
                           Investor Balanced Fund


                        Equity Funds. Equity funds invest primarily in equity
                        securities (such as stocks) that are more volatile and
                        carry more risks than some other forms of investment.
                        The price of equity securities may rise or fall because
                        of economic or political changes or changes in a
                        company's financial condition. Equity securities also
                        are subject to "stock market risk", meaning that stock
                        prices in general may decline over short or extended
                        periods of time. When the value stocks held by an
                        underlying One Group equity fund go down, the value of
                        your investment in One Group Investor Balanced Fund will
                        be affected.


                        Fixed Income Funds. Bond funds invest primarily in fixed
                        income securities. These securities 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 One Group Investor Balanced
                        Fund will change as the value of investments of the
                        underlying One Group funds increase and decrease.


                        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. If the value of securities that are heavily
                        weighted on an index change, you can expect a greater
                        risk of loss than may be the case if a fund were not
                        fully invested in such securities.


                        Foreign Securities. Funds investing in foreign
                        securities are subject to special risks in addition to
                        those of U.S. investments. These risks include political
                        and economic risks, currency fluctuations, higher
                        transaction costs, delayed settlement, and less
                        stringent investor protection and disclosure standards
                        of some foreign markets. These risks can make foreign
                        investments more volatile and potentially less liquid
                        than U.S. investments.


                        Not FDIC Insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   508

12
ONE GROUP(R)
- ---------------------------

                           FUND SUMMARY
                           Investor Balanced Fund


The Bar Chart shows changes in
the Fund's performance from
year to year. Total returns
assume reinvestment of
dividends and distributions.
The returns shown DO NOT
reflect applicable sales
charges. If these charges were
included, the returns would be
lower than those shown.


The Average Annual Total
Return Table shows how the
Fund's average annual returns
for the periods indicated
compare to those of a broad
measure of market
performance. Average annual
total returns for more than
one year tend to smooth out
variations in a Fund's total
return and are not the same
as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


HOW HAS THE ONE GROUP
  INVESTOR BALANCED FUND
  PERFORMED?            By showing the variability of the One Group Investor
                        Balanced Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        INVESTOR BALANCED FUND IS NOT NECESSARILY AN INDICATION
                        OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1997                                                                             16.93
1998                                                                             16.25
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            0.94%.


- --------------------------------------------------------------------------------
       Best Quarter:  10.33%  4Q1998       Worst Quarter:  -3.34%  3Q1998
- --------------------------------------------------------------------------------

                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR              LIFE
                             CLASS A                                             (since 12/10/96)
   <S>                                                             <C>          <C>
   One Group Investor Balanced Fund                                 9.78%             12.54%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)            7.85%              8.16%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  11.44%             12.99%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------
                                                                   1 YEAR              LIFE
                             CLASS B                                             (since 12/10/96)
   <S>                                                             <C>          <C>
   One Group Investor Balanced Fund                                 9.95%             13.58%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)            7.85%              8.16%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  11.44%             12.99%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------
                                                                   1 YEAR              LIFE
                             CLASS C                                              (since 7/1/97)
   <S>                                                             <C>          <C>
   One Group Investor Balanced Fund                                14.01%             14.65%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)            7.85%              7.73%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  11.44%              9.62%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------
                                                                   1 YEAR              LIFE
                             CLASS I                                             (since 12/10/96)
   <S>                                                             <C>          <C>
   One Group Investor Balanced Fund                                16.25%             15.87%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)            7.85%              8.16%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  11.44%             12.99%
</TABLE>



                        (1) The Lehman Brothers Intermediate Aggregate Bond
                            Index is an unmanaged index comprised of U.S.
                            Government, mortgage, corporate and asset-backed
                            securities with maturities of one to ten years.
                            The performance of the index does not reflect the
                            deduction of expenses associated with a mutual
                            fund, such as management fees. By contrast, the
                            performance of the One Group Investor Balanced
                            Fund reflects the deduction of these services as
                            well as the deduction of sales charges on Class A
                            shares and contingent deferred sales charges on
                            Class B and Class C shares.



                        (2) The Lipper Mix consists of the average monthly
                            returns of the Lipper General Equity Funds
                            Universe (40%), the Lipper International Funds
                            Universe (5%), and the Lipper Intermediate U.S.
                            Government Bond Funds Universe (55%). The Lipper
                            Universe consists of the equally weighted average
                            monthly returns for all the funds within the
                            category.

<PAGE>   509

                                                                              13
- ---------------------------
                           Investor Balanced Fund

              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continue to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------
   <S>                                             <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                      5.25%      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                    NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
   Exchange Fee                                      NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .05%      .05%      .05%      .05%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .20%      .20%      .20%      .20%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses (4)             .60%     1.25%     1.25%      .25%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement             (.15%)    (.05%)    (.05%)    (.05%)
   ------------------------------------------------------------------------------------------------
   Net Expenses (5)                                     .45%     1.20%     1.20%      .20%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) The Fund indirectly pays a portion of the
                            expenses incurred by the underlying funds. After
                            combining the total operating expenses of the
                            Fund with those of the underlying funds, the
                            estimated average weighted expense ratio would be
                            1.23% for Class A shares, 1.98% for Class B
                            shares, 1.98% for Class C shares, and .98% for
                            Class I shares.


                        (5) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .45% for Class A shares, 1.20% for Class B
                            shares, 1.20% for Class C shares, and .20% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ------------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>       <C>
   1 Year (1)                                $  569       $  622         $  122         $  222         $  122       $ 20
   ------------------------------------------------------------------------------------------------------------------------------
   3 Years                                      693          692            392            392            392         75
   ------------------------------------------------------------------------------------------------------------------------------
   5 Years                                      828          882            682            682            682        136
   ------------------------------------------------------------------------------------------------------------------------------
   10 Years                                   1,222        1,327          1,327          1,507          1,507        313
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $583
                                         Class B (no redemption)      $127
                                         Class B (with redemption)    $627
                                         Class C (no redemption)      $127
                                         Class C (with redemption)    $227
                                         Class I                       $26
</TABLE>


                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   510

14
[PHOTO]
ONE GROUP(R)

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

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Investor Conservative
                        Growth Fund

WHAT IS THE GOAL OF ONE
  GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 The Fund seeks income and capital appreciation by
                        investing primarily in a diversified group of One Group
                        mutual funds which invest primarily in fixed income and
                        equity securities.

WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF ONE GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 One Group Investor Conservative Growth Fund is a "Fund
                        of Funds". The Fund's investment strategy is to invest
                        in a diversified group of other One Group mutual funds.
                        Because this is a conservative growth fund, the majority
                        of the Fund's assets will be invested in One Group bond
                        funds, although a portion of its assets also will be
                        invested in One Group equity and money market funds. The
                        Fund's investment return is diversified by its
                        investment in the underlying mutual funds which invest
                        in growth and income stocks, foreign securities, debt
                        securities, and cash or cash equivalents. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."

WHO SHOULD INVEST IN ONE
  GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 Shares are available for long-term investors, including
                        tax-advantaged retirement accounts; the Funds should not
                        be used for short-term trading purposes.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN ONE
  GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 The main risks of investing in the One Group Investor
                        Conservative Growth Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        The share price of One Group Investor Conservative
                        Growth Fund will change every day in response to market
                        conditions. You may lose money if you invest in One
                        Group Investor Conservative Growth Fund.

            MAIN RISKS
- ----------------------

                        Investments in Mutual Funds. The Fund's investments are
                        concentrated in underlying One Group funds, so the
                        Fund's investment performance is directly related to the
                        performance of the underlying funds. The Fund's net
                        asset value will change with changes in the equity and
                        bond markets and the value of the mutual funds in which
                        it invests. In addition, as a matter of fundamental
                        policy, the Fund must allocate its investments among the
                        underlying funds. As a result, the Fund does not have
                        the same flexibility to invest as a mutual fund without
                        such constraints. In addition, the Fund indirectly pays
                        a portion of the expenses incurred by the underlying
                        Funds.

<PAGE>   511

                                                                              15
- ---------------------------

                           Investor Conservative Growth Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions. The returns
shown DO NOT reflect
applicable sales charges. If
these charges were included,
the returns would be lower
than those shown.



                        Equity Funds. Equity funds invest primarily in equity
                        securities (such as stocks) that are more volatile and
                        carry more risks than some other forms of investment.
                        The price of equity securities may rise or fall because
                        of economic or political changes or changes in a
                        company's financial condition. Equity securities also
                        are subject to "stock market risk", meaning that stock
                        prices in general may decline over short or extended
                        periods of time. When the value stocks held by an
                        underlying One Group equity fund go down, the value of
                        your investment in One Group Investor Conservative
                        Growth Fund will be affected.


                        Fixed Income Funds. Bond funds invest primarily in fixed
                        income securities. These securities 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 One Group Investor
                        Conservative Growth Fund will change as the value of
                        investments of the underlying One Group funds increase
                        and decrease.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.



HOW HAS THE ONE GROUP
  INVESTOR CONSERVATIVE
  GROWTH FUND PERFORMED?By showing the variability of the One Group Investor
                        Conservative Growth Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE INVESTOR CONSERVATIVE GROWTH FUND IS
                        NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.



                         BAR CHART (per calendar year) (1) -- CLASS I

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1997                                                                             12.50
1998                                                                             11.71
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            0.59%.

- --------------------------------------------------------------------------------
       Best Quarter:  6.21%  2Q1997       Worst Quarter:  -0.28%  3Q1998
- --------------------------------------------------------------------------------
<PAGE>   512

16
ONE GROUP(R)
- ---------------------------

                           FUND SUMMARY
                           Investor Conservative Growth Fund

The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results. The average annual
returns shown on the Average
Annual Total Return Table DO
include applicable sales
charges.


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR              LIFE
                             CLASS A                                             (since 12/10/96)
   <S>                                                             <C>          <C>
   One Group Investor Conservative Growth Fund                     5.48%               8.17%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)           7.85%               8.16%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  9.88%              10.55%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------
                                                                   1 YEAR              LIFE
                             CLASS B                                             (since 12/10/96)
   <S>                                                             <C>          <C>
   One Group Investor Conservative Growth Fund                     5.68%               9.06%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)           7.85%               8.16%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  9.88%              10.55%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------
                                                                   1 YEAR              LIFE
                             CLASS C                                              (since 7/1/97)
   <S>                                                             <C>          <C>
   One Group Investor Conservative Growth Fund                     9.65%              10.51%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)           7.85%               7.73%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  9.88%               8.61%
</TABLE>



<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------
                                                                   1 YEAR              LIFE
                             CLASS I                                             (since 12/10/96)
   <S>                                                             <C>          <C>
   One Group Investor Conservative Growth Fund                     11.71%             11.52%
   -----------------------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond Index (1)           7.85%               8.16%
   -----------------------------------------------------------------------------------------------
   Lipper Mix (2)                                                  9.88%              10.55%
</TABLE>



                        (1) The Lehman Brothers Intermediate Aggregate Bond
                            Index is an unmanaged index comprised of U.S.
                            Government, mortgage, corporate and asset-backed
                            securities with maturities of one to ten years.
                            The performance of the index does not reflect the
                            deduction of expenses associated with a mutual
                            fund, such as management fees. By contrast, the
                            performance of the One Group Investor
                            Conservative Growth Fund reflects the deduction
                            of these services as well as the deduction of
                            sales charges on Class A shares and contingent
                            deferred sales charges on Class B and Class C
                            shares.



                        (2) The Lipper Mix consists of the average monthly
                            returns of the Lipper General Equity Funds
                            Universe (20%), the Lipper International Funds
                            Universe (5%), and the Lipper Intermediate U.S.
                            Government Bond Funds Universe (75%). The Lipper
                            Universe consists of the equally weighted average
                            monthly returns for all the funds within the
                            category.

<PAGE>   513

                                                                              17
- ---------------------------
                           Investor Conservative Growth Fund

              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)   CLASS A   CLASS B   CLASS C   CLASS I
   ---------------------------------------------------------------------------------------------
   <S>                                             <C>       <C>       <C>       <C>     <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                      5.25%      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)            NONE (2)   5.00%     1.00%      NONE
   ---------------------------------------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)
   Redemption Fee                                    NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
   Exchange Fee                                      NONE      NONE      NONE      NONE
   ---------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ------------------------------------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (3)  CLASS A   CLASS B   CLASS C   CLASS I
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>       <C>       <C>     <C>
   Investment Advisory Fees                             .05%      .05%      .05%      .05%
   ------------------------------------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           .35%     1.00%     1.00%      NONE
   ------------------------------------------------------------------------------------------------
   Other Expenses                                       .25%      .25%      .25%      .25%
   ------------------------------------------------------------------------------------------------
   Total Annual Fund Operating Expenses (4)             .65%     1.30%     1.30%      .30%
   ------------------------------------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement             (.20%)    (.10%)    (.10%)    (.10%)
   ------------------------------------------------------------------------------------------------
   Net Expenses (5)                                     .45%     1.20%     1.20%      .20%
   ------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be 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) The Fund indirectly pays a portion of the
                            expenses incurred by the underlying funds. After
                            combining the total operating expenses of the
                            Fund with those of the underlying funds, the
                            estimated average weighted expense ratio would be
                            1.17% for Class A shares, 1.92% for Class B
                            shares, 1.92% for Class C shares, and .92% for
                            Class I shares.


                        (5) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .45% for Class A shares, 1.20% for Class B
                            shares, 1.20% for Class C shares, and .20% for
                            Class I shares for the period beginning November
                            1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                                             CLASS A    CLASS B (2)    CLASS B (2)      CLASS C        CLASS C     CLASS I
                                                         ASSUMING      ASSUMING NO     ASSUMING      ASSUMING NO
                                                       REDEMPTION AT   REDEMPTION    REDEMPTION AT   REDEMPTION
                                                        THE END OF                    THE END OF
                                                        EACH PERIOD                   EACH PERIOD
   ------------------------------------------------------------------------------------------------------------------------------
   <S>                                       <C>       <C>             <C>           <C>             <C>           <C>       <C>
   1 Year (1)                                $  569       $  622         $  122         $  222         $  122       $ 20
   ------------------------------------------------------------------------------------------------------------------------------
   3 Years                                      703          702            402            402            402         86
   ------------------------------------------------------------------------------------------------------------------------------
   5 Years                                      849          903            703            703            703        159
   ------------------------------------------------------------------------------------------------------------------------------
   10 Years                                   1,275        1,380          1,380          1,559          1,559        371
   ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                        (1) Without contractual fee waivers, 1 Year expenses
                            would be as follows:

<TABLE>
                                     <S>                              <C>
                                         Class A                      $588
                                         Class B (no redemption)      $132
                                         Class B (with redemption)    $632
                                         Class C (no redemption)      $132
                                         Class C (with redemption)    $232
                                         Class I                       $31
</TABLE>


                        (2) Class B shares automatically convert to Class A
                            shares after eight (8) years. Therefore, the
                            number in the "10 years" example for Class B
                            Shares represents a combination of Class A and
                            Class B operating expenses.
<PAGE>   514

18

[PHOTO]
ONE GROUP(R)
- ---------------------------

                        More About the Funds

                        Each of the four funds described in this Prospectus is a
                        series of One Group Mutual Funds and is managed by Banc
                        One Investment Advisors Corporation. For more
                        information about One Group and Banc One Investment
                        Advisors, please read "Management of the Funds" and the
                        Statement of Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL
   INVESTMENT
   STRATEGIES           The mutual funds described in this Prospectus are
                        designed to provide diversification across the three
                        major asset classes: stocks, bonds and cash or cash
                        equivalents. Diversification is achieved by investing in
                        other One Group mutual funds. A brief description of
                        these underlying One Group funds can be found in
                        Appendix A. The Funds attempt to take advantage of the
                        most attractive types of stocks and bonds by shifting
                        their asset allocation to favor mutual funds that focus
                        on the most promising securities. The principal
                        investment strategies that are used to meet each Fund's
                        investment objective are described in Fund Summaries:
                        Investments, Risk & Performance in the front of this
                        Prospectus. They are also described below.

                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        also may use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

- -----
                        ONE GROUP INVESTOR GROWTH FUND. The Fund is diversified
                        between stocks and bonds, with a heavy emphasis on
                        stocks.

                        1. From 80% to 100% of the Fund's total assets are
                           invested in One Group equity funds.

                        2. Up to 20% of its total assets are invested in One
                           Group bond funds.

                        3. Up to 10% of its total assets are invested in a One
                           Group money market fund.
<PAGE>   515

                                                                              19

                          - The Fund also is diversified across a variety of
                            mutual funds, which in turn invest in different
                            industries, economic sectors and geographic regions.
                            The Fund invests its assets in the underlying mutual
                            funds within the following ranges:

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


<TABLE>
<CAPTION>
                                                                                          PERCENTAGE OF
                                                                              FUND NAME   FUND HOLDINGS
                                             ----------------------------------------------------------
   <S>                                       <C>                                          <C>
                                                   One Group(R) Prime Money Market Fund       0-10%
                                             ----------------------------------------------------------
                                                      One Group(R) Short-Term Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                    One Group(R) Intermediate Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                          One Group(R) Income Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                                 One Group(R) Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                      One Group(R) High Yield Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                      One Group(R) Government Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                One Group(R) Ultra Short-Term Bond Fund       0-20%
                                             ----------------------------------------------------------
                                                        One Group(R) Mid Cap Value Fund       0-40%
                                             ----------------------------------------------------------
                                                       One Group(R) Mid Cap Growth Fund       0-40%
                                             ----------------------------------------------------------
                                                One Group(R) International Equity Index
                                                                                   Fund       0-40%
                                             ----------------------------------------------------------
                                                 One Group(R) Diversified International
                                                                                   Fund       0-40%
                                             ----------------------------------------------------------
                                                     One Group(R) Large Cap Growth Fund       0-50%
                                             ----------------------------------------------------------
                                                      One Group(R) Large Cap Value Fund       0-60%
                                             ----------------------------------------------------------
                                                  One Group(R) Diversified Mid Cap Fund       0-40%
                                             ----------------------------------------------------------
                                                   One Group(R) Diversified Equity Fund       0-50%
                                             ----------------------------------------------------------
                                                     One Group(R) Small Cap Growth Fund       0-40%
                                             ----------------------------------------------------------
                                                      One Group(R) Small Cap Value Fund       0-40%
                                             ----------------------------------------------------------
                                                        One Group(R) Equity Income Fund       0-50%
                                             ----------------------------------------------------------
                                                         One Group(R) Equity Index Fund       0-50%
                                             ----------------------------------------------------------
</TABLE>


                          - The Fund also may hold cash and cash equivalents.

- -----
                        ONE GROUP INVESTOR GROWTH & INCOME FUND. The Fund is
                        diversified between stocks and bonds, with an emphasis
                        on stocks.

                        1. From 60% to 80% of the Fund's total assets are
                           invested in One Group equity funds.

                        2. From 20% to 40% of its total assets are invested in
                           One Group bond funds.
<PAGE>   516

20

                        3. Up to 10% of its total assets are invested in a One
                           Group money market fund.

                          - The Fund also is diversified across a variety of
                            mutual funds, which in turn invest in different
                            industries, economic sectors and geographic regions.
                            The Fund invests its assets in the underlying mutual
                            funds within the following ranges:

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


<TABLE>
<CAPTION>
                                                                                          PERCENTAGE OF
                                                                              FUND NAME   FUND HOLDINGS
                                             ----------------------------------------------------------
   <S>                                       <C>                                          <C>
                                                   One Group(R) Prime Money Market Fund       0-10%
                                             ----------------------------------------------------------
                                                      One Group(R) Short-Term Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                    One Group(R) Intermediate Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                          One Group(R) Income Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                                 One Group(R) Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                      One Group(R) High Yield Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                      One Group(R) Government Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                One Group(R) Ultra Short-Term Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                        One Group(R) Mid Cap Value Fund       0-40%
                                             ----------------------------------------------------------
                                                       One Group(R) Mid Cap Growth Fund       0-40%
                                             ----------------------------------------------------------
                                                One Group(R) International Equity Index
                                                                                   Fund       0-40%
                                             ----------------------------------------------------------
                                                 One Group(R) Diversified International
                                                                                   Fund       0-40%
                                             ----------------------------------------------------------
                                                     One Group(R) Large Cap Growth Fund       0-50%
                                             ----------------------------------------------------------
                                                      One Group(R) Large Cap Value Fund       0-60%
                                             ----------------------------------------------------------
                                                  One Group(R) Diversified Mid Cap Fund       0-40%
                                             ----------------------------------------------------------
                                                   One Group(R) Diversified Equity Fund       0-60%
                                             ----------------------------------------------------------
                                                     One Group(R) Small Cap Growth Fund       0-40%
                                             ----------------------------------------------------------
                                                      One Group(R) Small Cap Value Fund       0-40%
                                             ----------------------------------------------------------
                                                        One Group(R) Equity Income Fund       0-60%
                                             ----------------------------------------------------------
                                                         One Group(R) Equity Index Fund       0-60%
                                             ----------------------------------------------------------
</TABLE>


                          - The Fund also may hold cash and cash equivalents.

- -----
                        ONE GROUP INVESTOR BALANCED FUND. The Fund invests in
                        both stock and bond mutual funds -- stock funds for
                        long-term growth potential and bond funds for principal
                        stability and current income.

                        1. From 40% to 60% of the Fund's total assets are
                           invested in One Group equity funds.

                        2. From 40% to 60% of its total assets are invested in
                           One Group bond funds.

                        3. Up to 10% of its total assets are invested in a One
                           Group money market fund.
<PAGE>   517

                                                                              21

                          - The Fund also is diversified across a variety of
                            mutual funds, which in turn invest in different
                            industries, economic sectors and geographic regions.
                            The Fund invests its assets in the underlying mutual
                            funds within the following ranges:

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


<TABLE>
<CAPTION>
                                                                                          PERCENTAGE OF
                                                                              FUND NAME   FUND HOLDINGS
                                             ----------------------------------------------------------
   <S>                                       <C>                                          <C>
                                                   One Group(R) Prime Money Market Fund       0-10%
                                             ----------------------------------------------------------
                                                      One Group(R) Short-Term Bond Fund       0-50%
                                             ----------------------------------------------------------
                                                    One Group(R) Intermediate Bond Fund       0-50%
                                             ----------------------------------------------------------
                                                          One Group(R) Income Bond Fund       0-50%
                                             ----------------------------------------------------------
                                                                 One Group(R) Bond Fund       0-50%
                                             ----------------------------------------------------------
                                                      One Group(R) High Yield Bond Fund       0-30%
                                             ----------------------------------------------------------
                                                      One Group(R) Government Bond Fund       0-50%
                                             ----------------------------------------------------------
                                                One Group(R) Ultra Short-Term Bond Fund       0-50%
                                             ----------------------------------------------------------
                                                        One Group(R) Mid Cap Value Fund       0-30%
                                             ----------------------------------------------------------
                                                       One Group(R) Mid Cap Growth Fund       0-30%
                                             ----------------------------------------------------------
                                                One Group(R) International Equity Index
                                                                                   Fund       0-30%
                                             ----------------------------------------------------------
                                                 One Group(R) Diversified International
                                                                                   Fund       0-30%
                                             ----------------------------------------------------------
                                                     One Group(R) Large Cap Growth Fund       0-40%
                                             ----------------------------------------------------------
                                                      One Group(R) Large Cap Value Fund       0-50%
                                             ----------------------------------------------------------
                                                  One Group(R) Diversified Mid Cap Fund       0-30%
                                             ----------------------------------------------------------
                                                   One Group(R) Diversified Equity Fund       0-40%
                                             ----------------------------------------------------------
                                                     One Group(R) Small Cap Growth Fund       0-30%
                                             ----------------------------------------------------------
                                                      One Group(R) Small Cap Value Fund       0-30%
                                             ----------------------------------------------------------
                                                        One Group(R) Equity Income Fund       0-40%
                                             ----------------------------------------------------------
                                                         One Group(R) Equity Index Fund       0-40%
                                             ----------------------------------------------------------
</TABLE>


                          - Fund also invests in cash and cash equivalents.

- -----
                        ONE GROUP INVESTOR CONSERVATIVE GROWTH FUND. The Fund is
                        diversified between stocks and bonds, with an emphasis
                        on bonds.

                        1. From 20% to 40% of the Fund's total assets are
                           invested in One Group equity funds.

                        2. From 60% to 80% of its total assets are invested in
                           One Group bond funds.

                        3. Up to 10% of its total assets are invested in a One
                           Group money market fund.
<PAGE>   518

22

                          - The Fund also is diversified across a variety of
                            mutual funds, which in turn invest in different
                            industries, economic sectors and geographic regions.
                            The Fund invests its assets in the underlying mutual
                            funds within the following ranges:

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


<TABLE>
<CAPTION>
                                                                                          PERCENTAGE OF
                                                                              FUND NAME   FUND HOLDINGS
                                             ----------------------------------------------------------
   <S>                                       <C>                                          <C>
                                                   One Group(R) Prime Money Market Fund       0-10%
                                             ----------------------------------------------------------
                                                      One Group(R) Short-Term Bond Fund       0-70%
                                             ----------------------------------------------------------
                                                    One Group(R) Intermediate Bond Fund       0-70%
                                             ----------------------------------------------------------
                                                          One Group(R) Income Bond Fund       0-70%
                                             ----------------------------------------------------------
                                                                 One Group(R) Bond Fund       0-70%
                                             ----------------------------------------------------------
                                                      One Group(R) High Yield Bond Fund       0-15%
                                             ----------------------------------------------------------
                                                      One Group(R) Government Bond Fund       0-70%
                                             ----------------------------------------------------------
                                                One Group(R) Ultra Short-Term Bond Fund       0-70%
                                             ----------------------------------------------------------
                                                        One Group(R) Mid Cap Value Fund       0-20%
                                             ----------------------------------------------------------
                                                       One Group(R) Mid Cap Growth Fund       0-20%
                                             ----------------------------------------------------------
                                                One Group(R) International Equity Index
                                                                                   Fund       0-20%
                                             ----------------------------------------------------------
                                                 One Group(R) Diversified International
                                                                                   Fund       0-20%
                                             ----------------------------------------------------------
                                                     One Group(R) Large Cap Growth Fund       0-20%
                                             ----------------------------------------------------------
                                                      One Group(R) Large Cap Value Fund       0-20%
                                             ----------------------------------------------------------
                                                  One Group(R) Diversified Mid Cap Fund       0-20%
                                             ----------------------------------------------------------
                                                   One Group(R) Diversified Equity Fund       0-20%
                                             ----------------------------------------------------------
                                                     One Group(R) Small Cap Growth Fund       0-20%
                                             ----------------------------------------------------------
                                                      One Group(R) Small Cap Value Fund       0-20%
                                             ----------------------------------------------------------
                                                        One Group(R) Equity Income Fund       0-20%
                                             ----------------------------------------------------------
                                                         One Group(R) Equity Index Fund       0-20%
                                             ----------------------------------------------------------
</TABLE>


                          - Fund also invests in cash and cash equivalents.

- --------------------------------------------------------------------------------
INVESTMENT RISKS        The main risks of investing in the Funds are described
                        in the Fund Summaries. Additional risks are described
                        below.

- -----
                        DERIVATIVES. The Funds may invest in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks. A Fund's use of
                        derivatives may cause the Fund to recognize higher
                        amounts of short-term capital gains (generally taxed at
                        ordinary income tax rates) than if the Fund did not use
                        such instruments.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.
<PAGE>   519

                                                                              23

- -----
                        JUNK BONDS. One Group High Yield Bond and One Group
                        Income Bond Fund invest in debt securities that are
                        considered to be speculative. These securities are
                        issued by companies which are highly leveraged, less
                        creditworthy or financially distressed. While these
                        investments generally provide a higher yield than higher
                        rated debt securities, the high degree of risk involved
                        in these investments can result in substantial or total
                        losses. The market price of these securities can change
                        suddenly and unexpectedly.

- -----
                        CREDIT RISK. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the underlying funds. Such
                        default could result in losses to the underlying funds
                        and to the Fund. In addition, the credit quality of
                        securities held by the Fund may be lowered if an
                        issuer's financial condition changes. Lower credit
                        quality may lead to greater volatility in the price of a
                        security and in shares of the Fund. Lower credit quality
                        also may affect liquidity and make it difficult for the
                        Fund to sell the security.

- -----
                        PREPAYMENT AND CALL RISK. Some of the underlying funds
                        may invest a portion of their assets in mortgage-backed
                        securities. These securities are subject to prepayment
                        and call risk. The issuers of mortgage-backed and other
                        callable securities may be able to repay principal in
                        advance, especially when interest rates fall. Changes in
                        prepayment rates can affect the return on investment and
                        yield of mortgage-backed securities. When mortgages are
                        prepaid, a fund may have to reinvest in securities with
                        a lower yield. A fund also may fail to recover premiums
                        paid for the securities, resulting in unexpected capital
                        loss.

- -----
                        INTERNATIONAL FUNDS. Foreign securities are subject to
                        special risks. These risks may include future
                        unfavorable political and economic developments,
                        possible withholding taxes, seizure of foreign deposits,
                        currency controls, higher transaction costs, and delayed
                        settlements of transactions. Securities of some foreign
                        companies are less liquid, and their prices more
                        volatile, than securities of comparable U.S. companies.
                        Additionally, there may be less public information
                        available about foreign issuers. Since the underlying
                        funds may invest in securities denominated in foreign
                        currencies, changes in exchange rates also may affect
                        the value of investments in the underlying funds.

- -----
                        EMERGING MARKETS. The risks associated with foreign
                        securities are magnified in countries in "emerging
                        markets." These countries may have relatively unstable
                        governments and less established market economies than
                        developed countries. Emerging markets may face greater
                        social, economic, regulatory, and political
                        uncertainties. These risks make emerging market
                        securities more volatile and less liquid than securities
                        issued in more developed countries.
<PAGE>   520

24

- -----

                        SMALLER COMPANIES. Investments by funds in smaller,
                        newer companies may be riskier than investments in
                        larger, more established companies. Securities of
                        smaller companies tend to be less liquid than securities
                        of large companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their debt securities and/or stock
                        price. This may cause unexpected and frequent decreases
                        in the value of underlying funds investing in small
                        companies, and may affect your investment in the funds.


- --------------------------------------------------------------------------------
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 the
                        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
                           then 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 any
                           of that issuer. This does not include securities
                           issued or guaranteed by the United States, its
                           agencies or instrumentalities, securities of other
                           registered investment companies 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.

                        Additional investment policies are set forth in the
                        Statement of Additional Information.

- --------------------------------------------------------------------------------
TEMPORARY
   DEFENSIVE
   POSITION             For liquidity and to respond to unusual market
                        conditions, the Funds may invest all or most of their
                        assets in short-term fixed income securities for
                        temporary defensive purposes. These types of securities
                        are known as "cash equivalents". These investments may
                        result in a lower yield than lower-quality or longer
                        term investments and may prevent the Funds from meeting
                        their investment objectives.
<PAGE>   521

                                                                              25

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

                        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, 1999 is shown on the Financial Highlights. To
                        the extent portfolio turnover results in short-term
                        capital gains, such gains will generally be taxed at
                        ordinary income tax rates.
<PAGE>   522

26

[PHOTO]
ONE GROUP(R)
- ---------------------------

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
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, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve, and Christmas.

                        - Purchase requests received by The One Group Services
                          Company before 4 p.m. Eastern Time ("ET") will be
                          effective that day. On occasion, the NYSE will close
                          before 4 p.m. ET. When that happens, purchase requests
                          received after the NYSE closes will be effective the
                          following business day.

                        - Purchase orders may be cancelled if the Fund's
                          Custodian, State Street Bank and Trust Company, does
                          not receive "federal funds" by 4:00 p.m. ET (i) on the
                          business day after the order is placed if you are
                          buying Class I 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?                One Group offers the following classes of shares:

                        - Class A, Class B and Class C shares are available to
                          the general public.

                        - Class I 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."
<PAGE>   523

                                                                              27


                        - When deciding what class of shares to buy, you should
                          consider the amount of your investment, the length of
                          time you intend to hold the shares, and the sales
                          charges and expenses applicable to each class of
                          shares. If you intend to hold your shares for seven or
                          more years, Class A shares may be more appropriate for
                          you. If you intend to hold your shares for less than
                          seven years, you may want to consider Class B or Class
                          C shares. Sales charges are discussed in the section
                          of this prospectus entitled SALES CHARGES.


                        One Group Fund Direct IRA 403(b). One Group offers
                        retirement plans. These plans allow participants to
                        defer taxes while their retirement savings grow. 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 following the close of the NYSE at 4:00
                          p.m. ET. On occasion, the NYSE will close before 4
                          p.m. ET. When that happens, NAV will be calculated as
                          of the time the NYSE closes.

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 per
                          Fund -- ($100 for employees of Bank One Corporation
                          and its affiliates). The minimum initial investment
                          for an IRA and 403(b) is $250.


                        - Subsequent investments must be at least $25 per Fund.


                        - You may purchase no more than $249,999 of Class B
                          shares. This is because Class A shares offer a reduced
                          sales charge on purchases of $250,000 or more and have
                          lower expenses. The section of this prospectus
                          entitled WHAT KIND OF SHARES CAN I BUY? provides
                          information that can help you choose the appropriate
                          share class.

                        - 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) payable to "One
                           Group" to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                          If you choose to pay by wire, please call The One
                          Group Services Company at 1-800-480-4111.
<PAGE>   524

28

                          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 must be in U.S. dollars. One Group does
                           not accept "third party checks". Checks made payable
                           to any individual and endorsed to One Group are
                           considered third party checks. All checks must be
                           payable to one of the following:

                           - One Group Mutual Funds;

                           - State Street Bank and Trust Company; or

                           - The specific Fund in which you are investing.

                          Checks made payable to any party other than those
                          listed above will be returned to the address provided
                          on the account application.


                        6. If you redeem shares purchased under the Systematic
                           Investment Plan (see below) or that were purchased by
                           check, One Group will delay forwarding your
                           redemption proceeds until payment has been collected
                           from your bank. One Group generally receives payment
                           within ten (10) calendar days of purchase.


                        7. 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.

                        8. 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
                          to the following wire address:

                            STATE STREET BANK AND TRUST COMPANY
                            ATTN: CUSTODY & SHAREHOLDER SERVICES
                            ABA 011 000 028
                            DDA 99034167
                            FBO ONE GROUP FUND
                              (EX: ONE GROUP INVESTOR GROWTH FUND--A)
                            YOUR ACCOUNT NUMBER
                              (EX: 123456789)
                            YOUR ACCOUNT REGISTRATION
                              (EX: JOHN SMITH & MARY SMITH, JTWROS)

                        - 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, 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 ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528
<PAGE>   525

                                                                              29

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 per Fund,
                        but minimum automatic additions are only $25 per Fund.
                        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 five (5) calendar days.

                        - 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 calling The One Group Services Company
                          at 1-800-480-4111 or by sending a letter to:

                            STATE STREET BANK AND TRUST COMPANY
                            C/O ONE GROUP
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

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
                          Federal income 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 One Group.
                        Compensation comes from sales charges, 12b-1 fees and
                        payments by The One Group Services Company from its own
                        resources. The tables below show the sales charges for
                        each class of shares and the percentage of your
                        investment that is paid as a commission to a Shareholder
                        Servicing Agent.
<PAGE>   526

30

            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       SALES CHARGE           COMMISSION
                  AMOUNT OF                  AS A % OF THE          AS A %                AS A %
                  PURCHASES                  OFFERING PRICE   OF YOUR INVESTMENT    OF OFFERING PRICE
   <S>                                       <C>              <C>                  <C>
   LESS THAN $50,000                             5.25%              5.54%                 4.75%
   ----------------------------------------------------------------------------------------------------
   $50,000-$99,999                               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 and 0.50%
                          of the purchase price if you redeem within two years
                          of purchase, unless The One Group Services Company
                          receives notice before you invest indicating that your
                          Shareholder Servicing Agent is waiving its commission.

           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 %
                    YEARS                     OF DOLLAR AMOUNT
                SINCE PURCHASE                SUBJECT TO CHARGE
   <S>                                       <C>
                     0-1                            5.00%
   -------------------------------------------------------------
                     1-2                            4.00%
   -------------------------------------------------------------
                     2-3                            3.00%
   -------------------------------------------------------------
                     3-4                            3.00%
   -------------------------------------------------------------
                     4-5                            2.00%
   -------------------------------------------------------------
                     5-6                            1.00%
   -------------------------------------------------------------
                 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>
                                         YEARS                     CDSC AS A %
                                         SINCE                   OF DOLLAR AMOUNT
                                       PURCHASE                 SUBJECT TO CHARGE
                                     <S>             <C>
                                          0-1                         1.00%
                                     --------------------------------------------------------
                                      AFTER FIRST
                                          YEAR                         NONE
                                     --------------------------------------------------------
</TABLE>
<PAGE>   527

                                                                              31

                        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.

                        - No CDSC is imposed on share appreciation, nor is a
                          CDSC 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 the shares acquired through dividend
                          reinvestment followed by shares you have held for the
                          longest time and thus have the lowest CDSC.

                        - If you exchange Class B or Class C shares of an
                          unrelated mutual fund for Class B or Class C shares of
                          One Group in connection with a fund reorganization,
                          the CDSC applicable to your original shares (including
                          the period of time you have held those shares) will be
                          applied to One Group shares you receive in the
                          reorganization.

               12B-1 FEES
- --------------------------------

                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees. These fees are called "12b-1 fees".
                        12b-1 fees are paid by 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 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 Class I 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 its average daily net assets of Class A, and
                          1.00% and 1.00% of the average daily net assets of
                          Class B and Class C 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.

                        Because 12b-1 fees are paid out of Fund assets on an
                        on-going basis, over time these fees will increase the
                        cost of your investment and may cost you more than
                        paying other types of sales charges.
<PAGE>   528

32

- --------------------------------------------------------------------------------
SALES CHARGE
   REDUCTIONS AND
   WAIVERS



 REDUCING YOUR CLASS A  There are several ways you can reduce the sales charges
         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  No sales charge is imposed on Class A shares of the
         SALES CHARGE   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:

                          - One Group.

                          - Bank 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 One Group and their subsidiaries and
                            affiliates.

                          - An investment sub-advisor of a fund of One Group and
                            such sub-advisor's subsidiaries and affiliates.

                        4. Bought by:

                          - Affiliates of Bank One Corporation and certain
                            accounts (other than IRA Accounts) for which an
                            Intermediary acts in a fiduciary, advisory, agency,
                            custodial or Accounts which participate in select
                            affinity programs with Bank One Corporation and its
                            affiliates and subsidiaries.

                          - 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.
<PAGE>   529

                                                                              33

                          - Certain 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 Class I shares
                           of a One Group Fund or acquired in an exchange of
                           Class I 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, including Class A shares of a One Group
                           Fund, 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 One Group Fund.

                        8. Bought with assets of 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.


 WAIVER OF THE CLASS B  No sales charge is imposed on redemptions of Class B
          SALES CHARGE  shares of the Funds:
- -------------------------
                        1. If you withdraw no more than 10% of the value of your
                           account in a 12 month period. Shares received from
                           dividend and capital gains reinvestment are included
                           in calculating the amounts eligible for this waiver.
                           You need to participate in the Systematic Withdrawal
                           Plan to take advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class B shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read the Do I Pay a Sales Charge on an
                           Exchange?.
<PAGE>   530

34


WAIVER OF THE CLASS C   No sales charge is imposed on redemptions of Class C
         SALES CHARGE   shares of the Funds:
- ---------------------

                        1. If you withdraw no more than 10% of the value of your
                           account. Shares received from dividend and capital
                           gains reinvestment are included in calculating the
                           amounts eligible for this waiver. You need to
                           participate in the Systematic Withdrawal Plan to take
                           advantage of this waiver.

                        2. If you buy the shares in connection with certain
                           retirement plans, such as 401(k) and similar
                           qualified plans.

                        3. If you are the shareholder (or a joint shareholder),
                           or a participant or beneficiary of certain retirement
                           plans and you die or become disabled (as defined by
                           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
                           your One Group IRA Account or other One Group
                           qualifying retirement plan, but only if you are at
                           least age 70 1/2.


                        5. Exchanged 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. Exchanged for Class C shares of other One Group
                           Funds. However, you may pay a sales charge when you
                           redeem the Fund shares you received in the exchange.
                           Please read the Do I Pay a Sales Charge on an
                           Exchange?.

                        7. If The One Group Services Company receives notice
                           before you invest indicating that your Shareholder
                           Servicing Agent, due to the type of account that you
                           have, is waiving its commission.

                        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.
                        These waivers will not continue indefinitely and may be
                        discontinued at any time without notice.

- --------------------------------------------------------------------------------
EXCHANGING FUND
   SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may make the following exchanges:

                        - Class I shares of a Fund may be exchanged for Class A
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund.

                        - Class A shares of a Fund may be exchanged for Class I
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund, 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 One Group Fund.

                        - Class C shares of a Fund may be exchanged for Class C
                          shares of another One Group Fund.

                        One Group Funds offer a Systematic Exchange Privilege
                        which allows you to automatically exchange shares of one
                        fund to another on a monthly or quarterly basis. This
                        privilege is useful in Dollar Cost Averaging. To
                        participate in the Systematic Exchange Privilege, please
                        select it on your account application. To learn more
                        about it, please call The One Group Services Company at
                        1-800-480-4111.
<PAGE>   531

                                                                              35

                        One Group does not charge a fee for this privilege. In
                        addition, 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., ET.

                        - You have provided 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 Class I 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 for Federal income tax purposes.

                        - 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.
<PAGE>   532

36

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,
                          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, 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. ET (or when the NYSE closes)
                          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:

                            ONE GROUP
                            C/O STATE STREET BANK AND TRUST COMPANY
                            P.O. BOX 8528
                            BOSTON, MA 02266-8528

                        - 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 participant in 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;

                          3. the redemption check is mailed to the shareholder
                             at the record address; or

                          4. the redemption is payable by wire or bank transfer
                             (ACH) to a pre-existing bank account.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated bank; or

                          2. your Shareholder Servicing Agent.

                        - State Street Bank and Trust Company may charge you a
                          wire redemption fee. The current charge is $7.00.
<PAGE>   533

                                                                              37

                        - Your redemption proceeds will ordinarily will be paid
                          within seven days after receipt of the redemption
                          request. If you have wire instructions on file, the
                          Funds will attempt to honor requests for same day
                          payment if the request is received by 4:00 p.m. ET. If
                          redemption requests are received after 4:00 p.m. ET,
                          the Funds will attempt to wire payment the next
                          business day.

WHAT WILL MY SHARES BE
  WORTH?                - If you own Class A and Class I shares and the Fund
                          receives your redemption request by 4:00 p.m. ET (or
                          when the NYSE closes), 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. ET (or
                          when the NYSE closes), 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 The One Group
                          Service 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.

                        - 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, 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. Shares received
                             from dividend and capital gains reinvestment are
                             included in calculating the 10%. The applicable
                             Class B and Class C sales charge is waived provided
                             your withdrawals do not exceed 10% annually.
                             Withdrawals in excess of 10% will subject the
                             entire annual withdrawal to the applicable sales
                             charge.



                          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 a One Group
                             IRA or other One Group qualifying retirement plan.

<PAGE>   534

38

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

                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.


                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank.


                        - Because of the high cost of handling small
                          investments, One Group charges a sub-minimum account
                          fee. Accounts under $800 that are not participating in
                          a Systematic Investment Plan will be assessed an
                          annual fee of $10.00 per Fund. The sub-minimum account
                          fee will not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                          details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.

- --------------------------------------------------------------------------------
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.
<PAGE>   535

                                                                              39

        DIVIDEND POLICIES
- -------------------------

                        DIVIDENDS. The Funds generally declare dividends
                        quarterly. The Investor Conservative Growth Fund,
                        however, generally declares dividends monthly. Dividends
                        are distributed on the first business day of the next
                        month after they are declared. 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 Class I 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may call The One Group Services Company at
                        1-800-480-4111 to make this change.

                        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 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.
                        Reinvested dividends and distributions receive the same
                        tax treatment as dividends and distributions paid in
                        cash.
<PAGE>   536

40

              TAXATION OF
            DISTRIBUTIONS
- -------------------------
                        Each Fund will distribute substantially all of its net
                        investment income (including, for this purpose, the
                        excess of net short-term capital gains over net
                        long-term capital losses and net capital gains (i.e.,
                        the excess of net long-term capital gains over net
                        short-term capital losses) 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 distributions from a Fund's
                        long-term capital gains will be taxable to you as such,
                        regardless of how long you have held the shares.
                        Distributions are taxable to you even if they are paid
                        from income or gains earned by a Fund prior to your
                        investment (and thus were included in the price you
                        paid).

                        A Fund's use of a fund-of-funds structure could affect
                        the amount, timing and character of distributions to
                        shareholders. See "Additional Tax Information Concerning
                        the Funds of Funds" in the Statement of Additional
                        Information.

                        Dividends paid in January, but declared in October,
                        November or December of the previous year, will be
                        considered to have been paid in the previous year.

              TAXATION OF
         RETIREMENT PLANS
- -------------------------
                        Distributions by the Funds to qualified retirement plans
                        generally 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, call
                        1-800-480-4111 or visit www.onegroup.com.

                REPORTING
- -------------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   537

                                                                              41

                           (Intentionally Left Blank)
<PAGE>   538

42
[PHOTO]
ONE GROUP(R)

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

                       Management of
                       One Group Mutual Funds

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

THE ADVISOR             Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.


- --------------------------------------------------------------------------------
THE SUB-ADVISORS        Banc One High Yield Partners, LLC, 8044 Montgomery Road,
                        Suite 382, Cincinnati, Ohio 45236, is the sub-advisor to
                        the High Yield Bond Fund. Banc One High Yield Partners
                        was formed in June, 1998 to provide investment advisory
                        services related to high yield, high risk investments to
                        the High Yield bond Fund and other advisory clients.
                        Banc One High Yield Partners is controlled by Banc One
                        Investment Advisors and Pacholder Associates, Inc. As of
                        June 30, 1999, Banc One High Yield Partners had
                        approximately $126 million in assets under management.

- --------------------------------------------------------------------------------
ADVISORY FEES           Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates:

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

<TABLE>
<CAPTION>
                                                     ANNUAL RATE
                                                   AS PERCENTAGE OF
   FUND                                        AVERAGE DAILY NET ASSETS
   <S>                                       <C>
   One Group(R) Investor Growth Fund                     .03%
   ----------------------------------------------------------------------
   One Group(R) Investor Growth & Income
     Fund                                                .05%
   ----------------------------------------------------------------------
   One Group(R) Investor Balanced Fund                   .04%
   ----------------------------------------------------------------------
   One Group(R) Investor Conservative
     Growth Fund                                         .03%
   ----------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
THE FUND
   MANAGERS             No single person is responsible for managing the assets
                        of the Funds. Rather, investment decisions for the Funds
                        are made by committee. Banc One Investment Advisors also
                        serves as the advisor to the underlying mutual funds,
                        for which it receives a fee.
<PAGE>   539

                                                                              43

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

           YEAR 2000
           READINESS
           DISCLOSURE   The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign sub-custodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   540

44
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS

                           Investor Growth Fund



The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                   YEAR ENDED              1996
                                                                    JUNE 30,             THROUGH
                                                              --------------------       JUNE 30,
CLASS A                                                         1999        1998         1997(A)
- ---------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.33     $ 11.21       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.29        0.10          0.07
  Net realized and unrealized gains (losses) from
    investments                                                   1.74        2.47          1.21
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  2.03        2.57          1.28
- -----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.40)      (0.10)        (0.07)
  From net realized gain                                         (0.66)      (0.35)            -

Total Distributions                                              (1.06)      (0.45)        (0.07)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.30     $ 13.33       $ 11.21
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            16.40%      23.44%        12.84%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $100,789     $55,057       $ 4,439
  Ratio of expenses to average net assets                        0.45%       0.45%         0.46%(C)
  Ratio of net investment income to average net assets           2.08%       0.78%         1.82%(C)
  Ratio of expenses to average net assets*                       0.66%       0.70%         1.62%(C)
  Ratio of net investment income to average net assets*          1.87%       0.53%         0.66%(C)
  Portfolio turnover(D)                                         14.62%       4.05%        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.


<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                   YEAR ENDED              1996
                                                                    JUNE 30,             THROUGH
                                                              --------------------       JUNE 30,
CLASS B                                                         1999        1998         1997(A)
- ---------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.47     $ 11.34       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.20        0.02          0.04
  Net realized and unrealized gains (losses) from
    investments                                                   1.76        2.48          1.34
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.96        2.50          1.38
- -----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.33)      (0.02)        (0.04)
  Net realized gains                                             (0.66)      (0.35)            -

Total Distributions                                              (0.99)      (0.37)        (0.04)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.44     $ 13.47       $ 11.34
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            15.57%      22.52%        13.88%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $168,823     $70,515       $ 7,651
  Ratio of expenses to average net assets                        1.20%       1.20%         1.20%(C)
  Ratio of net investment income to average net assets           1.44%       0.04%         0.97%(C)
  Ratio of expenses to average net assets*                       1.31%       1.35%         2.18%(C)
  Ratio of net investment income to average net assets*          1.33%      (0.11%)       (0.01%)(C)
  Portfolio turnover(D)                                         14.62%       4.05%        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.
<PAGE>   541

                                                                              45

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

                           Investor Growth Fund



<TABLE>
<CAPTION>
                                                                                JULY 1,
                                                                                  1997
                                                              YEAR ENDED        THROUGH
                                                               JUNE 30,         JUNE 30,
CLASS C                                                          1999           1998(A)
- --------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 13.34         $ 11.25
- --------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.18            0.02
  Net realized and unrealized gains (losses) from
    investments                                                    1.77            2.45
- --------------------------------------------------------------------------------------------------
Total from Investment Activities                                   1.95            2.47
- --------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.33)          (0.03)
  From net realized gains                                         (0.66)          (0.35)

Total Distributions                                               (0.99)          (0.38)
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 14.30         $ 13.34
- --------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             15.65%          22.42%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $15,071         $ 8,772
  Ratio of expenses to average net assets                         1.20%           1.20%
  Ratio of net investment income to average net assets            1.50%           0.04%
  Ratio of expenses to average net assets*                        1.31%           1.35%
  Ratio of net investment income to average net assets*           1.39%          (0.11%)
  Portfolio turnover(B)                                          14.62%           4.05%
</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) Portfolio turnover is calculated
  on the basis of the Fund as a whole without distinguishing among the classes
  of shares issued.



<TABLE>
<CAPTION>
                                                                                           DECEMBER 10,
                                                                     YEAR ENDED                1996
                                                                      JUNE 30,               THROUGH
                                                              ------------------------       JUNE 30,
CLASS I                                                         1999          1998           1997(A)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>             <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.39       $ 11.25         $ 10.00
- ---------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.32          0.12            0.09
  Net realized and unrealized gains (losses) from
    investments                                                   1.77          2.49            1.25
- ---------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  2.09          2.61            1.34
- ---------------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.43)        (0.12)          (0.09)
  From net realized gain                                         (0.66)        (0.35)              -

Total Distributions                                              (1.09)        (0.47)          (0.09)
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  14.39       $ 13.39         $ 11.25
- ---------------------------------------------------------------------------------------------------------------
Total Return                                                    16.84%        23.81%          13.50%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $100,566       $86,355         $31,318
  Ratio of expenses to average net assets                        0.20%         0.20%           0.20%(C)
  Ratio of net investment income to average net assets           2.57%         1.04%           1.70%(C)
  Ratio of expenses to average net assets*                       0.31%         0.36%           0.77%(C)
  Ratio of net investment income to average net assets*          2.46%         0.88%           1.13%(C)
  Portfolio turnover(D)                                         14.62%         4.05%          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.
<PAGE>   542

46
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Investor Growth & Income Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                   YEAR ENDED              1996
                                                                    JUNE 30,             THROUGH
                                                              --------------------       JUNE 30,
CLASS A                                                         1999        1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  12.69     $ 11.02       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.36        0.22          0.12
  Net realized and unrealized gains from investments              1.27        1.95          1.02
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.63        2.17          1.14
- -----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.45)      (0.22)        (0.12)
  Net realized gain                                              (0.47)      (0.28)            -

Total Distributions                                              (0.92)      (0.50)        (0.12)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  13.40     $ 12.69       $ 11.02
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            13.62%      20.18%        11.50%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $245,151     $39,874       $ 4,262
  Ratio of expenses to average net assets                        0.45%       0.45%         0.46%(C)
  Ratio of net investment income to average net assets           1.54%       1.91%         2.67%(C)
  Ratio of expenses to average net assets*                       0.62%       0.67%         1.26%(C)
  Ratio of net investment income to average net assets*          1.37%       1.69%         1.87%(C)
  Portfolio turnover(D)                                         17.87%      11.38%        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.


<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                   YEAR ENDED              1996
                                                                    JUNE 30,             THROUGH
                                                              --------------------       JUNE 30,
CLASS B                                                         1999        1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  12.64     $ 11.00       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.26        0.14          0.09
  Net realized and unrealized gains from investments              1.29        1.92          1.00
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.55        2.06          1.09
- -----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.36)      (0.14)        (0.09)
  Net realized gain                                              (0.47)      (0.28)            -

Total Distributions                                              (0.83)      (0.42)        (0.09)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  13.36     $ 12.64       $ 11.00
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            12.93%      19.13%        11.02%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $221,088     $85,468       $ 8,896
  Ratio of expenses to average net assets                        1.20%       1.20%         1.21%(C)
  Ratio of net investment income to average net assets           2.12%       1.15%         1.94%(C)
  Ratio of expenses to average net assets*                       1.27%       1.32%         1.89%(C)
  Ratio of net investment income to average net assets*          2.05%       1.03%         1.26%(C)
  Portfolio turnover(D)                                         17.87%      11.38%        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.
<PAGE>   543

                                                                              47

- -------------------------------------
                           Investor Growth & Income Fund


<TABLE>
<CAPTION>
                                                                              JULY 1, 1997
                                                              YEAR ENDED        THROUGH
                                                               JUNE 30,         JUNE 30,
CLASS C                                                          1999           1998(A)
- --------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $ 12.54         $ 10.93
- --------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.26            0.14
  Net realized and unrealized gains (losses) from
    investments                                                    1.28            1.90
- --------------------------------------------------------------------------------------------------
Total from Investment Activities                                   1.54            2.04
- --------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                           (0.36)          (0.15)
  Net realized gains                                              (0.47)          (0.28)

Total Distributions                                               (0.83)          (0.43)
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $ 13.25         $ 12.54
- --------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             12.94%          19.08%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                             $12,347         $ 6,429
  Ratio of expenses to average net assets                         1.20%           1.20%
  Ratio of net investment income to average net assets            2.20%           1.14%
  Ratio of expenses to average net assets*                        1.27%           1.31%
  Ratio of net investment income to average net assets*           2.13%           1.03%
  Portfolio turnover(B)                                          17.87%          11.38%
</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) Portfolio turnover is calculated
  on the basis of the Fund as a whole without distinguishing among the classes
  of shares issued.



<TABLE>
<CAPTION>
                                                                                           DECEMBER 10,
                                                                     YEAR ENDED                1996
                                                                      JUNE 30,               THROUGH
                                                              ------------------------       JUNE 30,
CLASS I                                                         1999          1998           1997(A)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>             <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  12.57       $ 10.93         $ 10.00
- ---------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.35          0.25            0.15
  Net realized and unrealized gains (losses) from
    investments                                                   1.32          1.92            0.93
- ---------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.67          2.17            1.08
- ---------------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.48)        (0.25)          (0.15)
  Net realized gain                                              (0.47)        (0.28)              -

Total Distributions                                              (0.95)        (0.53)          (0.15)
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  13.29       $ 12.57         $ 10.93
- ---------------------------------------------------------------------------------------------------------------
Total Return                                                    14.11%        20.34%          10.87%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $209,770       $98,060         $43,660
  Ratio of expenses to average net assets                        0.20%         0.20%           0.20%(C)
  Ratio of net investment income to average net assets           3.70%         2.17%           2.78%(C)
  Ratio of expenses to average net assets*                       0.27%         0.34%           0.66%(C)
  Ratio of net investment income to average net assets*          3.63%         2.03%           2.32%(C)
  Portfolio turnover(D)                                         17.87%        11.38%          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.
<PAGE>   544

48
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Investor Balanced Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                   YEAR ENDED              1996
                                                                    JUNE 30,             THROUGH
                                                              --------------------       JUNE 30,
CLASS A                                                         1999        1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  11.83     $ 10.66       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.42        0.34          0.17
  Net realized and unrealized gains from investments              0.79        1.39          0.66
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.21        1.73          0.83
- -----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.48)      (0.34)        (0.17)
  Net realized gains                                             (0.32)      (0.22)            -

Total Distributions                                              (0.80)      (0.56)        (0.17)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  12.24     $ 11.83       $ 10.66
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.70%      16.62%         8.41%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $177,336     $32,605       $ 2,176
  Ratio of expenses to average net assets                        0.45%       0.45%         0.47%(C)
  Ratio of net investment income to average net assets           3.27%       3.01%         3.78%(C)
  Ratio of expenses to average net assets*                       0.61%       0.66%         1.12%(C)
  Ratio of net investment income to average net assets*          3.11%       2.80%         3.13%(C)
  Portfolio turnover(D)                                         13.51%       9.71%        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.


<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                   YEAR ENDED              1996
                                                                    JUNE 30,             THROUGH
                                                              --------------------       JUNE 30,
CLASS B                                                         1999        1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  11.82     $ 10.65       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.33        0.26          0.16
  Net realized and unrealized gains from investments              0.81        1.39          0.65
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.14        1.65          0.81
- -----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                     (0.40)      (0.26)        (0.16)
  Net realized gains                                             (0.32)      (0.22)            -

Total Distributions                                              (0.72)      (0.48)        (0.16)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  12.24     $ 11.82       $ 10.65
- -----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.01%      15.85%          8.22%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $229,671     $70,463       $ 5,672
  Ratio of expenses to average net assets                        1.20%       1.20%         1.22%(C)
  Ratio of net investment income to average net assets           2.78%       2.26%         2.93%(C)
  Ratio of expenses to average net assets*                       1.26%       1.31%         1.73%(C)
  Ratio of net investment income to average net assets*          2.72%       2.15%         2.42%(C)
  Portfolio turnover(D)                                         13.51%       9.71%        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.
<PAGE>   545

                                                                              49

- -------------------------------------
                           Investor Balanced Fund


<TABLE>
<CAPTION>
                                                                             JULY 1, 1997
                                                              YEAR ENDED       THROUGH
                                                               JUNE 30,        JUNE 30,
CLASS C                                                          1999          1998(A)
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 11.77         $ 10.63
- -------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.32            0.26
  Net realized and unrealized gains (losses) from
    investments                                                   0.81            1.37
- -------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.13            1.63
- -------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.39)          (0.27)
  Net realized gains                                             (0.32)          (0.22)

Total Distributions                                              (0.71)          (0.49)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 12.19         $ 11.77
- -------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            10.04%          15.66%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $14,963         $ 6,653
  Ratio of expenses to average net assets                        1.20%           1.20%
  Ratio of net investment income to average net assets           2.85%           2.24%
  Ratio of expenses to average net assets*                       1.26%           1.30%
  Ratio of net investment income to average net assets*          2.79%           2.14%
  Portfolio turnover(B)                                         13.51%           9.71%
</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)
  Period from commencement of operations. (B) Portfolio turnover is calculated
  on the basis of the Fund as a whole without distinguishing among the classes
  of shares issued.



<TABLE>
<CAPTION>
                                                                                      DECEMBER 10,
                                                                  YEAR ENDED              1996
                                                                   JUNE 30,             THROUGH
                                                              -------------------       JUNE 30,
CLASS I                                                        1999        1998         1997(A)
- ----------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 11.81     $ 10.63       $ 10.00
- ----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.47        0.37          0.21
  Net realized and unrealized gains from investments             0.79        1.39          0.63
- ----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 1.26        1.76          0.84
- ----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                    (0.51)      (0.36)        (0.21)
  Net realized gains                                            (0.32)      (0.22)            -

Total Distributions                                             (0.83)      (0.58)        (0.21)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 12.24     $ 11.81       $ 10.63
- ----------------------------------------------------------------------------------------------------------
Total Return                                                   11.16%      17.02%         8.48%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $84,447     $93,557       $72,155
  Ratio of expenses to average net assets                       0.20%       0.20%         0.20%(C)
  Ratio of net investment income to average net assets          3.85%       3.31%         3.84%(C)
  Ratio of expenses to average net assets*                      0.26%       0.32%         0.56%(C)
  Ratio of net investment income to average net assets*         3.79%       3.19%         3.48%(C)
  Portfolio turnover(D)                                        13.51%       9.71%        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.
<PAGE>   546

50
[PHOTO]
ONE GROUP(R)
- ------------------------------------

                           FINANCIAL HIGHLIGHTS
                           Investor Conservative Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                      DECEMBER 10,
                                                                  YEAR ENDED              1996
                                                                   JUNE 30,             THROUGH
                                                              -------------------       JUNE 30,
CLASS A                                                        1999        1998         1997(A)
- ----------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 11.04     $ 10.32        $10.00
- ----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.44        0.43          0.22
  Net realized and unrealized gains (losses) from
    investments                                                  0.29        0.82          0.32
- ----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.73        1.25          0.54
- ----------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                    (0.46)      (0.43)        (0.22)
  Net realized gains                                            (0.13)      (0.10)            -

Total Distributions                                             (0.59)      (0.53)        (0.22)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 11.18     $ 11.04        $10.32
- ----------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            6.77%      12.38%         5.46%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $29,714     $12,538        $1,299
  Ratio of expenses to average net assets                       0.45%       0.45%         0.47%(C)
  Ratio of net investment income to average net assets          4.07%       4.12%         4.76%(C)
  Ratio of expenses to average net assets*                      0.67%       0.82%         3.05%(C)
  Ratio of net investment income to average net assets*         3.85%       3.75%         2.18%(C)
  Portfolio turnover(D)                                         9.73%       3.22%        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.


<TABLE>
<CAPTION>
                                                                                        DECEMBER 10,
                                                                   YEAR ENDED               1996
                                                                    JUNE 30,              THROUGH
                                                              ---------------------       JUNE 30,
CLASS B                                                         1999         1998         1997(A)
- ------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   11.05     $ 10.33       $ 10.00
- ------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                            0.36        0.37          0.19
  Net realized and unrealized gains (losses) from
    investments                                                    0.29        0.81          0.33
- ------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                   0.65        1.18          0.52
- ------------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                      (0.38)      (0.36)        (0.19)
  Net realized gains                                              (0.13)      (0.10)            -

Total Distributions                                               (0.51)      (0.46)        (0.19)
- ------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $   11.19     $ 11.05       $ 10.33
- ------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                              6.10%      11.53%         5.30%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $ 121,348     $39,489       $ 2,616
  Ratio of expenses to average net assets                         1.20%       1.20%         1.21%(C)
  Ratio of net investment income to average net assets            3.33%       3.37%         4.06%(C)
  Ratio of expenses to average net assets*                        1.32%       1.47%         3.52%(C)
  Ratio of net investment income to average net assets*           3.21%       3.10%         1.75%(C)
  Portfolio turnover(D)                                           9.73%       3.22%        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.
<PAGE>   547

                                                                              51

- -------------------------------------
                           Investor Conservative Growth Fund


<TABLE>
<CAPTION>
                                                                               JULY 1,
                                                                                 1997
                                                              YEAR ENDED       THROUGH
                                                               JUNE 30,        JUNE 30,
CLASS C                                                          1999          1998(A)
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 11.03         $ 10.33
- -------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.36            0.35
  Net realized and unrealized gains (losses) from
    investments                                                   0.29            0.81
- -------------------------------------------------------------------------------------------------
Total from Investment Activities                                  0.65            1.16
- -------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.38)          (0.36)
  Net realized gains                                             (0.13)          (0.10)

Total Distributions                                              (0.51)          (0.46)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $ 11.17         $ 11.03
- -------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                             6.00%          11.48%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $ 8,742         $ 3,788
  Ratio of expenses to average net assets                        1.20%           1.20%
  Ratio of net investment income to average net assets           3.32%           3.39%
  Ratio of expenses to average net assets*                       1.33%           1.47%
  Ratio of net investment income to average net assets*          3.19%           3.12%
  Portfolio turnover(B)                                          9.73%           3.22%
</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) Portfolio turnover is calculated
  on the basis of the Fund as a whole without distinguishing among the classes
  of shares issued.



<TABLE>
<CAPTION>
                                                                                         DECEMBER 10,
                                                                    YEAR ENDED               1996
                                                                     JUNE 30,              THROUGH
                                                              ----------------------       JUNE 30,
CLASS I                                                        1999          1998          1997(A)
- -------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 11.06      $ 10.33         $ 10.00
- -------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.47         0.46            0.26
  Net realized and unrealized gains (losses) from
    investments                                                  0.28         0.82            0.33
- -------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.75         1.28            0.59
- -------------------------------------------------------------------------------------------------------------
Distributions:
  From net investment income                                    (0.48)       (0.45)          (0.26)
  Net realized gains                                            (0.13)       (0.10)              -

Total Distributions                                             (0.61)       (0.55)          (0.26)
- -------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 11.20      $ 11.06         $ 10.33
- -------------------------------------------------------------------------------------------------------------
Total Return                                                    7.01%       12.70%           6.00%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $37,131      $30,352         $15,038
  Ratio of expenses to average net assets                       0.20%        0.20%           0.20%(C)
  Ratio of net investment income to average net assets          4.31%        4.43%           4.92%(C)
  Ratio of expenses to average net assets*                      0.32%        0.56%           1.46%(C)
  Ratio of net investment income to average net assets*         4.19%        4.07%           3.66%(C)
  Portfolio turnover(D)                                         9.73%        3.22%          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.
<PAGE>   548

52

[PHOTO]
ONE GROUP(R)
- ---------------------------

                        Appendix A

                        --------------------------------------------------------
           INVESTMENT
           PRACTICES    The following is a brief description of the principal
                        investment policies of each of the underlying funds.

      ONE GROUP PRIME
      MONEY MARKET FUND One Group Prime Money Market Fund seeks current income
                        with liquidity and stability of principal by investing
                        exclusively in high quality, short-term money market
                        instruments. These instruments include corporate notes,
                        commercial paper, funding agreements, certificates of
                        deposit, bank obligations and deposit notes. The Fund
                        will concentrate in the financial services industry,
                        including asset-backed commercial paper programs. The
                        Fund intends to comply with the regulations of the
                        Securities and Exchange Commission applicable to money
                        market funds using the amortized cost method for
                        calculating net asset value. These regulations impose
                        certain quality, maturity and diversification restraints
                        on investments by the fund. Under these regulations, the
                        fund will invest only in U.S. dollar-denominated
                        securities, will maintain an average maturity on a
                        dollar-weighted basis of 90 days or less, and will
                        acquire only "eligible securities" that present minimal
                        credit risks and are treated as having a maturity of 397
                        days or less.


    ONE GROUP SHORT-TERM
    BOND FUND           One Group Short-Term Bond Fund seeks current income
                        consistent with preservation of capital through
                        investment in high and medium-grade fixed-income
                        securities. The Fund normally invests at least 80% of
                        total assets in debt securities of all types with short
                        to intermediate maturities. Debt securities include
                        bonds, notes and other obligations. At least 65% of the
                        Fund's total assets will consist of bonds rated in one
                        of the four highest investment grade categories at the
                        time of investment, or if unrated, determined by Banc
                        One Investment Advisors to be of comparable quality,
                        some of which may be subject to repurchase agreements.
                        Many investments will satisfy both requirements. Under
                        normal market conditions, it is anticipated that the
                        fund's average weighted maturity ordinarily will be
                        three years taking into account expected amortization
                        and prepayment of principal on certain investments,
                        although for temporary defensive purposes the effective
                        average weighted maturity may exceed three years. The
                        fund may also purchase taxable or tax-exempt municipal
                        securities. Up to 20% of the fund's total assets may be
                        invested in preferred stocks. This Fund was formerly
                        called The One Group Limited Volatility Bond Fund.
<PAGE>   549

                                                                              53

 ONE GROUP INTERMEDIATE
             BOND FUND  One Group Intermediate Bond Fund seeks current income
                        consistent with the preservation of capital through
                        investments in high and medium-grade fixed-income
                        securities with intermediate maturities. The fund will
                        normally invest at least 80% of total assets in debt
                        securities of all types. Debt securities include bonds,
                        notes and other obligations. At least 65% of the fund's
                        total assets will consist of bonds rated in one of the
                        four highest investment grade categories at the time of
                        investment, or if unrated, determined by Banc One
                        Investment Advisors to be of comparable quality, 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. Many investments will satisfy
                        both requirements. The Fund also may invest in more
                        speculative debt securities if they present attractive
                        opportunities and are rated in the lowest investment
                        grade category. The fund may also purchase taxable or
                        tax-exempt municipal securities. Under normal market
                        conditions, it is anticipated that the fund's average
                        weighted maturity will range between three and ten
                        years. Up to 20% of the fund's total assets may be
                        invested in preferred stocks.

      ONE GROUP INCOME
             BOND FUND  One Group Income Bond Fund seeks a high level of current
                        income by investing primarily in a diversified portfolio
                        of high, medium and low grade debt securities. The Fund
                        normally will invest 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 by
                        Banc One Investment Advisors to be of comparable
                        quality. 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 ("S&P") and Ba or
                        lower by Moody's Investors Service, Inc. ("Moody's"),
                        and are considered to have speculative characteristics.
                        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.

                        Under normal market conditions, it is anticipated that
                        the Fund's average weighted maturity will range between
                        five and twenty years. The Fund may shorten its
                        effective weighted average maturity to as little as two
                        years if deemed appropriate for temporary defensive
                        purposes.

    ONE GROUP BOND FUND One Group Bond Fund seeks to maximize total return by
                        investing primarily in a diversified portfolio of
                        intermediate and long-term debt securities. The Fund
                        invests in all types of debt securities rated as
                        investment grade, as well as convertible securities,
                        preferred stock, and loan participations. The Fund's
                        average weighted maturity will normally range between
                        four and twelve years, although the Fund may shorten its
                        weighted average if deemed appropriate for temporary
                        defensive purposes. The Fund invests at least 65% of its
                        total assets in debt securities of all types with
                        intermediate to long maturities. 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.
<PAGE>   550

54

   ONE GROUP HIGH YIELD
             BOND FUND  The Fund seeks a high level of current income by
                        investing primarily in a diversified portfolio of debt
                        securities which are rated below investment grade or
                        unrated. Capital appreciation is a secondary objective.
                        The Fund invests in all types of high yield, high risk
                        debt securities. The Fund also may invest in convertible
                        securities, preferred stock, common stock, and loan
                        participations. The Fund's weighted average maturity
                        will normally range between five and ten years, although
                        the Fund may shorten its weighted average maturity to as
                        little as two years if deemed appropriate for temporary
                        defensive purposes. The Fund normally invests at least
                        80% of the Fund's total assets in debt securities which
                        are rated below investment grade or unrated, although
                        the Fund may invest up to 100% of the Fund's total
                        assets in such securities. Securities rated below
                        investment grade are called "high yield bonds,"
                        "non-investment grade bonds," "below 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. The Fund also may invest up to 20% of
                        its total assets in other securities, including
                        investment grade debt securities. As a matter of
                        fundamental policy, at least 65% of the Fund's total
                        assets will consist of bonds.

   ONE GROUP GOVERNMENT
             BOND FUND  One Group Government Bond Fund seeks a high level of
                        current income with liquidity and safety of principal.
                        The Fund will limit 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 total assets of the Fund will be
                        invested in obligations guaranteed as to principal and
                        interest by the U.S. government or its agencies and
                        instrumentalities, some of which may be subject to
                        repurchase agreements, and other securities representing
                        an interest in or collateralized by mortgages that are
                        issued or guaranteed by the U.S. government, its
                        agencies or instrumentalities. The average weighted
                        maturity of the fund is expected to be between three and
                        fifteen years, however, the Fund's average weighted
                        remaining maturity may be outside this range if
                        warranted by market conditions. The balance of the
                        Fund's assets may be invested in debt securities and
                        taxable or tax-exempt municipal securities.
<PAGE>   551

                                                                              55

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

     ONE GROUP MID CAP
            VALUE FUND  One Group Mid Cap Value Fund seeks capital appreciation
                        with the secondary goal of achieving current income by
                        investing primarily in equity securities. The Fund will
                        invest mainly in equity securities with below-market
                        average price-to-earnings and price-to-book value
                        ratios. The issuer's soundness and earnings prospects
                        also will be considered. 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 the value of its total assets in equity
                        securities consisting of common stocks and debt
                        securities and preferred stocks that are convertible
                        into common stocks. The Fund also may enter into options
                        and futures transactions. The balance of the fund's
                        assets will be held in cash equivalents. This Fund was
                        formerly called The One Group Disciplined Value Fund.

 ONE GROUP INTERNATIONAL
     EQUITY INDEX FUND  One Group International Equity Index Fund seeks 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, Australasia and
                        Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP
                        Index").(1) The Fund normally will invest at least 65%
                        of the value of its total assets in foreign equity
                        securities, which are representative of the Index and
                        secondarily in stock index futures. The Fund's
                        investments will consist of common stocks (including
                        sponsored and unsponsored American Depository Receipts)
                        and preferred stocks, securities convertible into common
                        stocks (only if they are listed on registered exchanges
                        or actively traded in the over-the-counter market),
                        warrants and depository receipts. No more than 10% of
                        the fund's net 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.
                        A substantial portion of the fund's assets will be
                        denominated in foreign currencies.

                        (1) "MSCI EAFE GDP Index" is a registered service
                            mark of Morgan Stanley Capital International,
                            which does not sponsor and is in no way
                            affiliated with the fund.
<PAGE>   552

56

     ONE GROUP
  DIVERSIFIED
 INTERNATIONAL FUND     One Group Diversified International Fund seeks long-term
                        capital growth by investing primarily in equity
                        securities of foreign issuers. The Fund invests
                        primarily in the securities of companies located in
                        Europe, Asia and Latin America. The Fund also will
                        invest in other regions and countries that present
                        attractive investment opportunities, including
                        developing countries. In selecting a country for
                        investment, Banc One Investment Advisors analyzes the
                        global economic and political situation, as well as the
                        securities markets of selected countries. In selecting
                        individual securities, Banc One Investment Advisors
                        selects a representative sampling of the companies
                        comprising the individual country's stock market index.
                        Banc One Investment Advisors uses its best judgment,
                        experience and certain quantitative techniques to
                        determine the countries in which the Fund will invest,
                        as well as the amount invested in each country. Fund
                        assets will be invested in at least three countries. The
                        Fund will invest at least 65% of its total assets in
                        foreign equity securities, consisting of common stocks
                        (including American Depository Receipts), preferred
                        stocks, rights, warrants, convertible securities,
                        foreign currencies and options on foreign currency, and
                        other equity securities. Up to 20% of the Fund's total
                        assets may be invested in U.S. government securities,
                        other investment grade fixed income securities, cash and
                        cash equivalents.

   ONE GROUP LARGE CAP
           GROWTH FUND  One Group Large Cap Growth Fund seeks long-term capital
                        appreciation and growth of income by investing primarily
                        in equity securities. The Fund will normally invest at
                        least 65%, of the value of its total assets in equity
                        securities consisting of common stocks, warrants and any
                        rights to purchase common stocks. To achieve its
                        objective, the Fund will invest primarily in equity
                        securities of large, well established companies with
                        weighted average capitalization in excess of the market
                        median capitalization of the Standard & Poor's 500
                        Composite Stock Price Index ("S&P 500 Index")(2) The
                        Fund may invest the remainder of its assets in
                        nonconvertible fixed income securities, repurchase
                        agreements, options and futures contracts, securities
                        issued by the U.S. government and its agencies and
                        instrumentalities, and cash equivalents. This Fund was
                        formerly called The One Group Large Company Growth Fund.

   ONE GROUP LARGE CAP
            VALUE FUND  One Group Large Cap Value Fund seeks capital
                        appreciation with the incidental goal of achieving
                        current income by investing primarily in equity
                        securities. The Fund will invest in equity securities of
                        large capitalization companies that are believed to be
                        selling below their long-term investment values. The
                        average weighted market capitalization of the companies
                        in which the Fund invests will normally exceed the
                        median market capitalization of the S&P 500 Index. In
                        addition, the Fund may invest in stock of companies
                        which have "breakup" values well in excess of current
                        market values or which have uniquely undervalued
                        corporate assets. The Fund normally will invest at least
                        80% of the value of its total assets in equity
                        securities consisting of common stocks and debt
                        securities and preferred stocks which are convertible
                        into common stocks. The remainder of the fund's assets
                        will be held in cash equivalents. This Fund was formerly
                        called The One Group Large Company Value Fund.

                        (2) "S&P 500" is a registered trademark of Standard &
                            Poor's Corporation, which does not sponsor and is
                            in no way affiliated with the Fund.
<PAGE>   553

                                                                              57

  ONE GROUP MID CAP
  GROWTH FUND
                        One Group Mid Cap Growth Fund 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
                        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. At least 80% of the value of its total
                        assets will be invested in equity securities consisting
                        of common stocks and debt securities and preferred
                        stocks that are convertible into common stocks. The Fund
                        also may enter into options and futures transactions.
                        The remainder of the fund's assets will be held in cash
                        equivalents. This Fund was formerly called The One Group
                        Growth Opportunities Fund.


  ONE GROUP
  DIVERSIFIED MID CAP
  FUND
                        One Group Diversified Mid Cap Fund seeks long-term
                        capital growth by investing primarily in equity
                        securities of companies with intermediate
                        capitalizations. The Fund invests primarily in equity
                        securities of companies with market capitalizations of
                        $500 million to $10 billion. Banc One Investment
                        Advisors believes that there are many companies of this
                        size with strong growth potential, stable market share,
                        and an ability to quickly respond to new business
                        opportunities, all of which increase their likelihood of
                        obtaining superior levels of profitability and
                        investment returns. The Fund normally invests at least
                        65% of its total assets in common and preferred stock,
                        rights, warrants, convertible securities, and other
                        equity securities. While the Fund invests primarily in
                        securities of U.S. companies, up to 25% of its total
                        assets may be invested in equity securities of foreign
                        issuers. Up to 20% of the Fund's total assets may be
                        invested in U.S. Government Securities, other investment
                        grade fixed income securities, cash and cash
                        equivalents.


  ONE GROUP
  DIVERSIFIED EQUITY
  FUND                  One Group Diversified Equity Fund seeks long-term
                        capital growth and growth of income with a secondary
                        objective of providing a moderate level of current
                        income. The Fund invests primarily in common stocks of
                        overlooked or undervalued companies that have the
                        potential for earnings growth over time. The Fund uses a
                        multi-style approach, meaning that it may invest across
                        varied capitalization levels targeting both value and
                        growth oriented companies. Because the Fund seeks return
                        over the long term, Banc One Investment Advisors will
                        not attempt to time the market. The Fund normally will
                        invest at least 65% of the value of its total assets in
                        securities with the characteristics described above.

                        Although the Fund intends to invest all of its assets in
                        such securities, up to 35% of its total assets may be
                        held in cash or invested in U.S. Government Securities,
                        other investment grade fixed-income securities cash and
                        cash equivalents. This Fund was formerly called The One
                        Group Value Growth Fund.
<PAGE>   554

58

  ONE GROUP SMALL CAP
  GROWTH FUND
                        One Group Small Cap Growth Fund seeks long-term capital
                        growth primarily by investing in a portfolio of equity
                        securities of small-capitalization and emerging growth
                        companies. The Fund invests primarily in a portfolio of
                        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 capitalization equivalent to the median
                        market capitalization of the S&P Small-Cap 600 Index,(3)
                        although the Fund may occasionally hold securities of
                        companies whose market capitalizations are considerably
                        larger if doing so contributes to the Fund's investment
                        objective. At least 65% of the value of the Fund's total
                        assets normally will be invested in securities with the
                        characteristics described above. Up to 35% of its total
                        assets may be held in cash or invested in U.S.
                        Government Securities, other investment grade
                        fixed-income securities and cash equivalents. This Fund
                        was formerly called The One Group Small Capitalization
                        Fund.


 ONE GROUP SMALL CAP
 VALUE FUND             One Group Small Cap Value Fund seeks long-term capital
                        growth by investing primarily in equity securities of
                        companies with small capitalizations. The Fund invests
                        primarily in equity securities of small domestic issuers
                        with market capitalizations of $100 million to $3
                        billion. In reviewing investment opportunities, Banc One
                        Investment Advisors looks for high quality management, a
                        dominant position in a major product line, significant
                        equity ownership positions by management, a sound
                        financial position, and a relatively high rate of return
                        on invested capital. The Fund also will invest in
                        companies that demonstrate a potential for earnings
                        growth due to management changes, new products, or a
                        changing marketplace. The Fund normally invests at least
                        65% of its total assets in common and preferred stocks,
                        rights, warrants, convertible securities, and other
                        equity securities of companies described above.


                        While the Fund invests primarily in securities of U.S.
                        companies, up to 25% of its total assets may be invested
                        in equity securities of foreign issuers. Up to 20% of
                        the Fund's total assets may be invested in U.S.
                        Government Securities, other investment grade fixed
                        income securities, cash and cash equivalents.


 ONE GROUP EQUITY
 INCOME FUND
                        One Group Equity Income Fund seeks current income
                        through regular payment of dividends with the secondary
                        goal of achieving capital appreciation by investing
                        primarily in equity securities. The Fund attempts to
                        keep its dividend yield above the S&P 500 Index by
                        investing in common stocks of corporations which
                        regularly pay dividends, although continued payment of
                        dividends cannot be assured. The fund will invest
                        primarily in stocks with favorable, long-term
                        fundamental characteristics, but stocks of companies
                        that are out of favor in the financial community also
                        may be purchased. The Fund normally invests at least 80%
                        of the value of its total assets in equity securities
                        consisting of common stocks, and debt securities and
                        preferred stocks which are convertible into common
                        stocks. The Fund also may enter into options and futures
                        transactions. The balance of the Fund's assets will be
                        held in cash equivalents. This Fund was formerly called
                        The One Group Income Equity Fund.


                        (3) "S&P Small-Cap 600" is a registered trademark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   555

                                                                              59


             ONE GROUP
     EQUITY INDEX FUND  One Group Equity Index Fund seeks investment results
                        that correspond to the aggregate price and dividend
                        performance of the securities in the S&P 500 Index. The
                        Fund normally invests in many of the stocks which
                        comprise the S&P 500 Index and secondarily in stock
                        index futures. Cash reserves will not normally exceed
                        10% of the fund's net assets. The Advisor generally
                        selects stocks for the Fund in the order of their
                        weightings in the S&P 500 Index beginning with the
                        heaviest weighted stocks. The percentage of the Fund's
                        assets to be invested in each stock is approximately the
                        same as the percentage it represents in the S&P 500
                        Index.

<PAGE>   556

60

[PHOTO]
ONE GROUP(R)
- ---------------------------

                        Appendix B

                        --------------------------------------------------------
INVESTMENT
   PRACTICES            The underlying 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. 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>
                                               One Group(R) Prime Money Market Fund       1
                                     ----------------------------------------------------------
                                                  One Group(R) Short-Term Bond Fund       2
                                     ----------------------------------------------------------
                                                One Group(R) Intermediate Bond Fund       3
                                     ----------------------------------------------------------
                                                      One Group(R) Income Bond Fund       4
                                     ----------------------------------------------------------
                                                             One Group(R) Bond Fund       5
                                     ----------------------------------------------------------
                                                  One Group(R) High Yield Bond Fund       6
                                     ----------------------------------------------------------
                                                  One Group(R) Government Bond Fund       7
                                     ----------------------------------------------------------
                                            One Group(R) Ultra Short-Term Bond Fund       8
                                     ----------------------------------------------------------
                                                    One Group(R) Mid Cap Value Fund       9
                                     ----------------------------------------------------------
                                       One Group(R) International Equity Index Fund      10
                                     ----------------------------------------------------------
                                        One Group(R) Diversified International Fund      11
                                     ----------------------------------------------------------
                                                 One Group(R) Large Cap Growth Fund      12
                                     ----------------------------------------------------------
                                                  One Group(R) Large Cap Value Fund      13
                                     ----------------------------------------------------------
                                                   One Group(R) Mid Cap Growth Fund      14
                                     ----------------------------------------------------------
                                              One Group(R) Diversified Mid Cap Fund      15
                                     ----------------------------------------------------------
                                               One Group(R) Diversified Equity Fund      16
                                     ----------------------------------------------------------
                                                 One Group(R) Small Cap Growth Fund      17
                                     ----------------------------------------------------------
                                                  One Group(R) Small Cap Value Fund      18
                                     ----------------------------------------------------------
                                                    One Group(R) Equity Income Fund      19
                                     ----------------------------------------------------------
                                                     One Group(R) Equity Index Fund      20
                                     ----------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds,       1-20           Market
                                      STRIPS, and CUBES.
                                      -------------------------------------------------------------------------------
                                      Treasury Receipts: TRs, TIGRs, and CATS.              1-20           Market
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   557

                                                                              61


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Government Agency Securities: Securities         1-20           Market
                                      issued by agencies and instrumentalities of the                      Credit
                                      U.S. Government. These include Ginnie Mae, Fannie
                                      Mae, and Freddie Mac.
                                      -------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments       1-6, 8-20      Market
                                      with a stated maturity.                                              Credit
                                                                                                           Liquidity
                                      -------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a    1-6, 8-20      Liquidity
                                      bank in exchange for the deposit of funds.                           Credit
                                      -------------------------------------------------------------------------------
                                      Common Stock: Shares of ownership of a company.       6, 9-20        Market
                                      -------------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a security     1-20           Credit
                                      and the simultaneous commitment to return the                        Market
                                      security to the seller at an agreed upon price on                    Liquidity
                                      an agreed upon date. This is treated as a loan.
                                      -------------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a          1-20           Market
                                      security and the simultaneous commitment to buy                      Leverage
                                      the security back at an agreed upon price on an
                                      agreed upon date. This is treated as a borrowing
                                      by a Fund.
                                      -------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3%      1-20           Credit
                                      of a Fund's total assets. In return the Fund will                    Market
                                      receive cash, other securities, and/or letters of                    Leverage
                                      credit.
                                      -------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1-20           Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for deliver at a future date.                            Liquidity
                                                                                                           Credit
                                      -------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other        1-6, 8-20      Market
                                      mutual funds, including One Group money market
                                      funds and shares of other money market mutual
                                      funds for which Banc One Investment 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      3-6, 8-20      Market
                                      that convert to common stock.                                        Credit
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   558

62


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Call and Put Options: A call option gives the         3-20           Management
                                      buyer the right to buy, and obligates the seller                     Liquidity
                                      of the option to sell, a security at a specified                     Credit
                                      price. A put option gives the buyer the right to                     Market
                                      sell, and obligates the seller of the option to                      Leverage
                                      buy, a security at a specified price. The Funds
                                      will sell only covered call and secured put
                                      options.
                                      -------------------------------------------------------------------------------
                                      Futures and Related Options: A contract providing     2-20           Management
                                      for the future sale and purchase of a specified                      Market
                                      amount of a specified security, class of                             Credit
                                      securities, or an index at a specified time in the                   Liquidity
                                      future and at a specified price.                                     Leverage
                                      -------------------------------------------------------------------------------
                                      Real Estate Investment Trusts ("REITS"): Pooled       2-20           Liquidity
                                      investment vehicles which invest primarily in                        Management
                                      income producing real estate or real estate                          Market
                                      related loans or interest.                                           Pre-payment
                                                                                                           Tax
                                                                                                           Regulatory
                                      -------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time       1-6, 8, 9,     Credit
                                      drafts drawn on and accepted by a commercial bank.    12-20          Liquidity
                                      Maturities are generally six months or less.                         Market
                                      -------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1-6, 8, 9,     Credit
                                      promissory notes issued by corporations and other     12-20          Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      -------------------------------------------------------------------------------
                                      Foreign Securities: Stocks or debt issued by          1-6, 8-20      Market
                                      foreign companies, as well as commercial paper of                    Political
                                      foreign issuers and obligations of foreign banks,                    Liquidity
                                      overseas branches of U.S. banks and supranational                    Foreign
                                      entities. Includes American Depository Receipts.                     Investment
                                      -------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1-6, 8-20      Liquidity
                                      under the Securities Act of 1933, such as                            Market
                                      privately placed commercial paper and Rule 144A                      Credit
                                      securities.
                                      -------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:               1-9, 11-20     Market
                                      Obligations with interest rates which are reset                      Credit
                                      daily, weekly, quarterly or some other period and                    Liquidity
                                      which may be payable to the Fund on demand.
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   559

                                                                              63


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Warrants: Securities, typically issued with           1, 4, 6,       Market
                                      preferred stock or bonds, that give the holder the    10-13, 15,     Credit
                                      right to buy a proportionate amount of common         17-19
                                      stock at a specified price.
                                      -------------------------------------------------------------------------------
                                      Preferred Stock: A class of stock that generally      2-6, 10, 11,   Market
                                      pays a dividend at a specified rate and has           13, 15,
                                      preference over common stock in the payment of        17-19
                                      dividends and in liquidation.
                                      -------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          1-8, 15, 18    Pre-payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs"), Real Estate Investment Conduits                            Regulatory
                                      ("REMICs"), and Stripped Mortgage-Backed
                                      Securities ("SMBS").
                                      -------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       1-6, 8, 15,    Market
                                      puts and standby commitments to purchase the          18             Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      -------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        1-6, 8, 15,    Pre-payment
                                      company receivables, home equity loans, truck and     18             Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivable or other assets.
                                      -------------------------------------------------------------------------------
                                      Mortgage Dollar Rolls: A transaction in which a       2-8            Pre-payment
                                      Fund sells securities for delivery in a current                      Market
                                      month and simultaneously contracts with the same                     Regulatory
                                      party to repurchase similar but not identical
                                      securities on a specified future date.
                                      -------------------------------------------------------------------------------
                                      Adjustable Rate Mortgage Loans ("ARMS"): Loans in     2-8            Pre-payment
                                      a mortgage pool which provide for a fixed initial                    Market
                                      mortgage interest rate for a specified period of                     Credit
                                      time, after which the rate may be subject to                         Regulatory
                                      periodic adjustments.
                                      -------------------------------------------------------------------------------
                                      Corporate Debt Securities: Corporate bonds and        3-6, 8         Market
                                      non-convertible debt securities.                                     Credit
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   560

64


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Swaps, Caps and Floors: A Fund may enter into         2-20           Market
                                      these transactions to manage its exposure to                         Management
                                      changing interest rates and other factors. Swaps                     Credit
                                      involve an exchange of obligations by two parties.                   Liquidity
                                      Caps and floors entitle a purchaser to a principal
                                      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.
                                      -------------------------------------------------------------------------------
                                      New Financial Products: New options and futures       3-20           Management
                                      contracts, and other financial products continue                     Credit
                                      to be developed and the Fund may invest in such                      Market
                                      options, contracts and products.                                     Liquidity
                                      -------------------------------------------------------------------------------
                                      Structured Instruments: Debt securities issued by     3-8            Market
                                      agencies and instrumentalities of the U.S.                           Liquidity
                                      government, banks, municipalities, corporations                      Management
                                      and other businesses whose interest and/or                           Credit
                                      principal payments are indexed to foreign currency                   Foreign
                                      exchange rates, interest rates, or one or more                       Investment
                                      other referenced indices.
                                      -------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state    2-6, 8         Market
                                      or political subdivision to obtain funds for                         Credit
                                      various public purposes. Municipal securities                        Political
                                      include private activity bonds and industrial                        Tax
                                      development bonds, as well as General Obligation                     Regulatory
                                      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    10, 11         Credit
                                      of supranational agencies who are chartered to                       Foreign
                                      promote economic development and are supported by                    Investment
                                      various governments and governmental agencies.
                                      -------------------------------------------------------------------------------
                                      Currency Futures and Related Options: The Fund may    10, 11         Management
                                      engage in transactions in financial futures and                      Liquidity
                                      related options, which are generally described                       Credit
                                      above. The Fund will enter into these transactions                   Market
                                      in foreign currencies and for hedging purposes                       Political
                                      only.                                                                Leverage
                                                                                                           Foreign
                                                                                                           Investment
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   561

                                                                              65


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Forward Foreign Exchange Transactions: Contractual    10, 11         Management
                                      agreement to purchase or sell one specified                          Liquidity
                                      currency for another currency at a specified                         Credit
                                      future date and price. The Fund will enter into                      Market
                                      forward foreign exchange transactions for hedging                    Political
                                      purposes only.                                                       Leverage
                                                                                                           Foreign
                                                                                                           Investment
                                      -------------------------------------------------------------------------------
                                      Zero Coupon Debt Securities: Bonds and other debt     2-6, 8         Credit
                                      that pay no interest, but are issued at a discount                   Market
                                      from their value at maturity. When held to                           Zero
                                      maturity, their entire return equals the                             Coupon
                                      difference between their issue price and their
                                      maturity value.
                                      -------------------------------------------------------------------------------
                                      Zero-Fixed-Coupon Debt Securities: Zero-coupon        2-6, 8         Credit
                                      debt securities which convert on a specified date                    Market
                                      to interest-bearing debt securities.                                 Zero
                                                                                                           Coupon
                                      -------------------------------------------------------------------------------
                                      Stripped Mortgage-Backed Securities: Derivative       3-8            Pre-payment
                                      multi-class mortgage securities usually structured                   Market
                                      with two classes of shares that receive different                    Credit
                                      proportions of the interest and principal from a                     Regulatory
                                      pool of mortgage backed obligations. These include
                                      IOs and POs.
                                      -------------------------------------------------------------------------------
                                      Inverse Floating Rate Instruments: Leveraged          3-8            Market
                                      variable rate debt instruments with interest rates                   Leverage
                                      that reset in the opposite direction from the                        Credit
                                      market rate of interest to which the inverse
                                      floater is indexed.
                                      -------------------------------------------------------------------------------
                                      Loan Participations and Assignments:                  2-6, 8         Credit
                                      Participations in, or assignments of all or a                        Political
                                      portion of loans to corporations or to governments                   Foreign
                                      of the less developed countries ("LDCs").                            Investment
                                                                                                           Market
                                                                                                           Liquidity
                                      -------------------------------------------------------------------------------
                                      Fixed Rate Mortgage Loans: Investments in fixed       2-6, 8         Credit
                                      rate mortgage loans or mortgage pools which bear                     Pre-payment
                                      simple interest at fixed annual rates and have                       Regulatory
                                      short to long final maturities.                                      Market
                                      -------------------------------------------------------------------------------
</TABLE>

<PAGE>   562

66


<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Short-Term Funding Agreements: Investments in         1-6, 8         Credit
                                      short-term funding agreements issued by banks and                    Liquidity
                                      highly rated U.S. insurance companies such as                        Market
                                      Guaranteed Investment Contracts (GICs) and Bank
                                      Investment Contracts (BICs).
                                      -------------------------------------------------------------------------------
                                      Index Shares: Ownership in unit investment trusts     9, 12-20       Market
                                      and other pooled investment vehicles that hold a
                                      portfolio of securities or stocks designed to
                                      track the price performance and dividend yield of
                                      a particular index, such as Standard and Poor's
                                      Depository Receipts ("SPDR's") and NASDAQ 100's.
</TABLE>


- --------------------------------------------------------------------------------
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 underlying funds may
                        fluctuate, as will the value of the Fund's investments
                        in the underlying funds. Ultimately, the value of your
                        investment will be affected. 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 and
                          liquidity 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.
<PAGE>   563

                                                                              67

                        - 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,
                          seizures 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 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
                          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.
<PAGE>   564

68

                        - Regulatory Risk. The risk associated with Federal and
                          state laws which may restrict the remedies that a
                          lender has when a borrower defaults on 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.

                        - Zero Coupon Risk. The risk associated with changes in
                          interest rates. The market prices of securities
                          structured as zero coupon or pay-in-kind securities
                          are generally affected to a greater extent by interest
                          rate changes. These securities tend to be more
                          volatile than securities which pay interest
                          periodically. This risk is similar to Market Risk,
                          which is described above.
<PAGE>   565

                           (Intentionally Left Blank)
<PAGE>   566

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by visting www.onegroup.com, by calling
                        1-800-480-4111, or by writing the Funds at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.


                                    TOG-F-125                   [ONE GROUP LOGO]

<PAGE>   567

ONE GROUP(R) MUTUAL FUNDS




ONE GROUP(R) EQUITY INDEX FUND
NOVEMBER 1, 1999












The Securities and Exchange
Commission has not approved or
disapproved the shares of the Fund
as an investment or determined whether
this prospectus is accurate or
complete. Anyone who tells
you otherwise is committing
a crime.



<PAGE>   568


TABLE OF CONTENTS


FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE
  One Group Equity Index Fund

MORE ABOUT THE FUND
  Principal Investment Strategies
   Investment Risks
   Investment Policies
   Portfolio Quality
   Temporary Defensive Positions
   Portfolio Turnover

HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
   Purchasing Fund Shares
   Sales Charges
   Sales Charge Reductions and Waivers
   Exchanging Fund Shares
   Redeeming Fund Shares

SHAREHOLDER INFORMATION
   Shareholder Information
   Dividend Policies
   Tax Treatment of Shareholders
   Shareholder Inquires

MANAGEMENT OF ONE GROUP MUTUAL FUNDS
  The Advisor
   Year 2000 Readiness Disclosure

FINANCIAL HIGHLIGHTS

APPENDIX A:  INVESTMENT PRACTICES



                                                                               2
<PAGE>   569



FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

ONE GROUP EQUITY INDEX FUND

WHAT IS THE GOAL OF THE EQUITY INDEX FUND?

The Fund seeks investment results that correspond to the aggregate price and
dividend performance of securities in the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index").1

WHAT ARE THE EQUITY INDEX FUND'S MAIN INVESTMENT STRATEGIES?


The Fund invests mainly in stocks included in the S&P 500 Index. The Fund may
also invest in stock index futures. Banc One Investment Advisors attempts to
track the performance of the S&P 500 Index to achieve a correlation of 0.95
between the performance of the Fund and that of the S&P 500 Index without taking
into account the Fund's expenses. For more information about the Equity Index
Fund's investment strategies, please read "More About The Fund"
and "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS OF INVESTING IN THE EQUITY INDEX FUND?

The main risks of investing in the Equity Index Fund and the circumstances
likely to adversely affect your investment are described below. The share price
of the Equity Index Fund will change every day in response to market conditions.
You may lose money if you invest in the Equity Index Fund.

               Index Investing. The Fund attempts to track the performance of
               the S&P 500 Index. Therefore, securities may be purchased,
               retained and sold by the Fund at times when an actively managed
               fund would not do so. If the value of securities that are heavily
               weighted in the index changes, you can expect a greater risk of
               loss than would be the case if the Fund were not fully invested
               in such securities

               Market Risk. The Fund invests in equity securities (such as
               stocks) that are more volatile and carry more risks than some
               other forms of investment. The price of equity securities may
               rise or fall because of economic or political changes or changes
               in a company's financial condition. Equity securities are also
               subject to "stock market risk" meaning that stock prices in
               general (or S&P 500 Index stock prices in particular) may decline
               over short or extended periods of time. When the value of the
               Fund's securities goes down, your investment in the Fund
               decreases in value.

               Not FDIC insured. An investment in the Fund is not a deposit of
               Bank One Corporation or any of its affiliates and is not insured
               or guaranteed by the Federal Deposit Insurance Corporation or any
               other governmental agency.


HOW HAS THE EQUITY INDEX FUND PERFORMED?

By showing the variability of the Equity Index Fund's performance from year to
year, the charts below help show the risk of investing in the Fund. PLEASE
REMEMBER THAT THE PAST PERFORMANCE OF THE EQUITY INDEX FUND IS NOT NECESSARILY
AN INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.

The Total Return Chart shows changes in the Fund's performance from year to
year. Total returns assume reinvestment of dividends and distributions. The
returns shown DO NOT reflect applicable sales charges. If these charges were
included, the returns would be lower than those shown.


- --------
1 "S&P 500" is a registered service mark of Standard & Poor's Corporation, which
does not sponsor and is in no way affiliated with the Fund.



                                                                               3
<PAGE>   570
                           ONE GROUP EQUITY INDEX FUND

TOTAL RETURN (PER CALENDAR YEAR)(1)
CLASS I SHARES

                                  [BAR GRAPH]

1992   1993   1994   1995    1996    1997    1998
6.86%  9.37%  0.75%  37.07%  22.59%  33.00%  28.24%

1. For the period from January 1, 1999 through June 30, 1999, the Fund's total
return was 12.21%.

BEST QUARTER:  21.26%  4Q 1998; WORST QUARTER:  - 9.96%  3Q 1998

The Average Annual Total Return Table shows how the Fund's average annual
returns for the periods indicated compare to those of a broad measure of market
performance. Average annual total returns for more than one year tend to smooth
out variations in the Fund's total returns and are not the same as actual
year-by-year results. The average annual returns shown on the Average Annual
Total Return Table DO include applicable sales charges.


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(THROUGH JUNE 30, 1999)

- ----------------------------------------------------------------------------------------------------------
CLASS A                                         1 YEAR               5 YEARS                LIFE
- -------                                         ------               -------           (SINCE 2/18/92)
                                                                                        ---------------

<S>                                             <C>                  <C>                   <C>
                                                15.82%               25.80%                18.94%
One Group Equity Index Fund

S&P 500 Index(1)                                22.76%               26.88%                20.54%

- -----------------------------------  -------------------------  ------------------  ----------------------
                                                1 YEAR               5 YEARS                LIFE
                                                ------                ------           (SINCE 1/14/94)
CLASS B                                                                                ------------------

                                                16.32%                26.05%               22.40%
One Group Equity Index Fund

S&P 500 Index(1)                                22.76%                26.88%               23.91%
</TABLE>



                                                                               4
<PAGE>   571



<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------------------------
                                         1 YEAR                                        LIFE
 CLASS C                                --------                                  (SINCE 11/4/97)
 -------                                                                          ---------------

<S>                                      <C>                                           <C>
 One Group Equity Index Fund             20.52%                                        26.33%

 S&P 500 Index(1)                        22.76%                                        27.54%
- --------------------------------------------------------------------------------------------------

  CLASS I                                1 YEAR               5 YEARS                  LIFE
  -------                                ------               -------             (SINCE 7/2/91)
                                                                                  --------------
 One Group Equity Index Fund             22.50%               27.50%                  20.00%

 S&P 500 Index(1)                        22.76%               26.88%                  20.12%
- --------------------------------------------------------------------------------------------------
</TABLE>


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

1 The S&P 500 Index is a widely recognized, unmanaged index generally
representative of the performance of large companies in the U.S. 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 and Class C
Shares.






                                                                               5
<PAGE>   572
FEES AND EXPENSES OF THE EQUITY INDEX FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.
<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your
investment)(1)                                          CLASS A        CLASS B         CLASS C       CLASS I
                                                        -------        -------         -------       -------

<S>                                                       <C>            <C>             <C>           <C>
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)             5.25%           none           none          none

Maximum Deferred Sales Charge (Load)(as a
percentage of original purchase price of
redemption proceeds, as applicable)                       none(2)         5.00%          1.00%         none

Redemption Fee                                            none            none           none          none

Exchange Fee                                              none            none           none          none


ANNUAL FUND OPERATING EXPENSES (expenses
that are deducted from Fund assets)(3)

Investment Advisory Fees                                   .30%           .30%           .30%         .30%

Distribution [and/or Service] (12b-1) Fees                 .35%          1.00%           1.00%         none

 Other Expenses                                            .26%           .26%           .26%         .26%

Total Annual Fund Operating Expenses                       .91%          1.56%           1.56%         .56%

Fee Waiver and/or Expense Reimbursement(4)                (.26%)         (.16%)          (.16%)       (.16%)

Net Expenses                                               .65%          1.40%           1.40%         .40%

- -------------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum account fee may be applicable and a $7.00
charge may be 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. Banc One Investment Advisors Corporation and The One Group Services Company
have agreed to waive fees and/or reimburse expenses to limit total annual fund
operating expenses to .65% for Class A shares, 1.40% for Class B shares, 1.40
for Class C shares, and .40% for Class I shares for the period beginning
November 1, 1999 and ending on October 31, 2000.

EXAMPLE: THE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS. THE EXAMPLES ASSUME
THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS INDICATED AND REFLECT
WHAT YOU WOULD PAY IF YOU EITHER REDEEMED ALL OF YOUR SHARES OR IF YOU CONTINUED
TO HOLD THEM AT THE END OF THE PERIODS SHOWN. THE EXAMPLES ALSO ASSUME THAT YOUR
INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE FUND'S OPERATING EXPENSES
REMAIN THE SAME. YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER THAN THOSE SHOWN
BELOW. THERE IS NO SALES CHARGE (LOAD) ON REINVESTED DIVIDENDS.




                                                                               6
<PAGE>   573
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                   CLASS A                      CLASS B(2)                                  CLASS C                         CLASS I
                   -------                      ----------                                  -------                         -------

<S>                <C>              <C>                <C>                      <C>              <C>                        <C>
                                    Assuming no         Assuming redemption      Assuming no      Assuming redemption at
                                    redemption          at the end               redemption       the end of each period
                                                        of each period
1 Year(1)           $654            $143                $543                     $143             $243                       $41
3 Years             $698            $477                $777                     $477             $477                       $163
5 Years             $845            $835                $1,035                   $835             $835                       $297
10 Years            $1,270          $1,668              $1,668                   $1,843           $1,843                     $686
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1. Without contractual fee waivers, 1 Year expenses would be as follows:

       Class A                                        $588
       Class B (no redemption)                        $159
       Class B (with redemption)                      $659
       Class C (no redemption)                        $159
       Class C (with redemption)                      $259
       Class I                                        $ 57




2. Class B shares  automatically  convert to Class A shares after eight (8)
years.  Therefore,  the number in the "10 years" example for Class B Shares
represents a combination of Class A and Class B operating expenses.






                                                                               7
<PAGE>   574





MORE ABOUT THE FUND


The Fund described in this Prospectus is a series of One Group Mutual Funds and
is managed by Banc One Investment Advisors Corporation. For more information
about One Group and Banc One Investment Advisors, please read "Management of One
Group Mutual Funds" and the Statement of Additional Information.


PRINCIPAL INVESTMENT STRATEGIES

This Prospectus describes a mutual fund that attempts to track the performance
of a specified index. Unlike an actively managed fund, the Equity Index Fund
purchases and sells securities based on changes in the applicable index. The
principal investment strategies that are used to meet the Fund's investment
objective are described in the Fund Summary: Investments, Risk, & Performance
and below. There can be no assurance that the Fund will achieve its investment
objective. Please note that the Fund may also use strategies that are not
described below, but which are described in the Statement of Additional
Information.



ONE GROUP EQUITY INDEX FUND. The Fund invests in stocks included in the S&P 500
Index. (The Fund also invests in stock index futures.) Banc One Investment
Advisors seeks to achieve a correlation of 0.95% between the performance of the
Fund and that of the S&P 500 Index. The Fund may hold up to 10% of its net
assets in cash or cash equivalents.

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

               HOW INDEX INVESTING WORK IN THE EQUITY INDEX FUND?

       -      The percentage of stock that the Fund holds will be approximately
              the same percentage that the stock represents in the S&P 500
              Index.

       -      Banc One Investment Advisors generally picks stock in the order of
              their weightings in the S&P 500 Index, starting with the heaviest
              weighted stock.

       -      The Fund attempts to achieve a correlation between the performance
              of its Fund and that of the S&P 500 Index of at least 0.95,
              without taking into account Fund expenses. Perfect correlation
              would be 1.00.

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

INVESTMENT RISKS. The risks associated with investing in the Equity Index Fund
are described below and in the Fund Summary: Investments, Risk, & Performance.

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.

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.

For more information about risks associated with the types of investments that
the Equity Index Fund purchases, please read the Fund Summary, Appendix A and
the Statement of Additional Information.


INVESTMENT POLICIES



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

1 "S&P 500" is a registered service mark of Standard & Poor's Corporation, which
does not sponsor and is in no way affiliated with the Fund.


                                                                               8
<PAGE>   575




The 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.

The 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.

4.     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.

PORTFOLIO QUALITY. Various rating organizations (like Standard & Poor's
Corporation and Moody's Investor Service) assign ratings to securities. Equity
securities, which will make up the bulk of the Fund's investments are not rated
by rating organizations. Generally, ratings are divided into two main
categories: "Investment Grade Securities" and "Non-Investment Grade Securities."
Although there is always a risk of default, rating agencies believe that issuers
of Investment Grade Securities have a high probability of making payments on
such securities. Non-Investment Grade Securities include securities that, in the
opinion of the rating agencies, are more likely to default than Investment Grade
Securities. The Fund only purchases securities that meet the rating criteria
described below. Banc One Investment Advisors will look at a security's rating
at the time of investment. If the securities are unrated, Banc One Investment
Advisors must determine that they are of comparable quality to rated securities.

    RATINGS OF THE EQUITY INDEX FUND'S SECURITIES

       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 that present attractive opportunities
       and are rated in the lowest investment grade category. These corporate
       bonds are usually riskier than higher rated bonds.

For more information about ratings, please see "Description of Ratings" in the
Statement of Additional Information.


TEMPORARY DEFENSIVE POSITIONS To respond to unusual market conditions, the Fund
may invest up to 10% of its total assets in CASH AND CASH EQUIVALENTS (see
below) for temporary defensive purposes. These investments may result in a lower
yield than lower-quality or longer term investments and may prevent the Fund
from meeting its investment objective.



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

                           WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high quality instruments with
              maturities of three months or less on the date they are purchased.
              They include securities issued by the U.S. Government, its
              agencies and instrumentalities, repurchase agreements (other than
              equity repurchase agreements), certificates of deposit, bankers'
              acceptances, commercial paper (rated in one of the two highest
              rating categories), variable rate master demand notes, and bank
              money market deposit accounts.

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




                                                                               9
<PAGE>   576



PORTFOLIO TURNOVER.

The Fund may engage in active and frequent trading of portfolio securities to
achieve their principal investment strategies. Portfolio turnover may vary
greatly from year to year, as well as within a particular year.

Higher portfolio turnover rates will likely result in higher transaction costs
to the Fund and may result in additional tax consequences to you. The portfolio
turnover rate for the Fund for the fiscal year ended June 30, 1999 is shown on
the Financial Highlights. To the extent portfolio turn over results in
short-term capital gains, such gains will generally be taxed at ordinary income
tax rates.







                                                                              10
<PAGE>   577



HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS

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, days on which the New
       York Stock Exchange ("NYSE") is closed, and the following holidays: New
       Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
       Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas Eve,
       and Christmas.

- -      Purchase requests received by The One Group Services Company before 4
       p.m. Eastern Time ("ET") will be effective that day. On occasion, the
       NYSE will close before 4 p.m. ET. When that happens, purchase requests
       received after the NYSE closes will be effective the following business
       day.

- -      Purchase orders may be cancelled if the Fund's Custodian, State Street
       Bank and Trust Company does not receive "federal funds" by 4:00 p.m. ET
       (i) on the business day after the order is placed if you are buying Class
       I 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?

One Group offers the following classes of shares:

- -      Class A, Class B and Class C shares are available to the general public.

- -      Class I 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."

- -      When deciding what class of shares to buy, you should consider the amount
       of your investment, the length of time you intend to hold the shares, and
       the sales charges and expenses applicable to each class of shares. If you
       intend to hold your shares for six or more years, Class B shares may be
       more 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. Sales
       charges are discussed in the section of this prospectus entitled SALES
       CHARGES.


One Group Fund Direct IRA and 403(b). One Group offers retirement plans. These
plans allow participants to defer taxes while their retirement savings grow.
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.





                                                                              11
<PAGE>   578




- -      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 following the close of the NYSE at 4:00 p.m. ET. On occasion,
              the NYSE will close before 4 p.m. ET. When that happens, NAV will
              be calculated as of the time the NYSE closes.

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 per Fund ($100 for
              employees of Bank One Corporation and its affiliates). The minimum
              initial investment for an IRA and 403(b) is $250.

       -      Subsequent investments must be at least $25 per Fund.

       -      You may purchase no more than $249,999 of Class B shares. This is
              because Class A shares offer a reduced sales charge on purchases
              of $250,000 or more and have lower expenses. The section of this
              prospectus entitled WHAT KIND OF SHARES CAN I BUY? provides
              information that can help you choose the appropriate share class.


       -      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) payable to "One Group" to:

       State Street Bank and Trust Company
       c/o One Group
       P.O. Box 8528
       Boston, MA 02266-8528

       Contributions to Fund Direct IRAs should be made payable to "State Street
       Bank and Trust Company for the Benefit of (your name)."

       If you choose to pay by wire, please call The One Group Services Company
       at 1-800-480-4111.

5.     All checks must be in U.S. dollars. One Group does not accept "third
       party checks." Checks made payable to any individual and endorsed to One
       Group Mutual Funds are considered third party checks.

              All checks must be payable to one of the following:

       -      One Group Mutual Funds;

       -      State Street Bank and Trust Company; or

       -      the specific Fund in which you are investing.

                     Checks made payable to any party other than those listed
                     above will be returned to the address provided on the
                     account application.

6.     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).

7.     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.



                                                                              12
<PAGE>   579



8.     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 "One Group" to State Street
              Bank and Trust Company (see address above), authorize a bank
              transfer, or initiate a wire transfer to the following wire
              address:

                 State Street Bank and Trust Company
                 Attn: Custody & Shareholder Services
                 ABA 011 000 028
                 DDA 99034167
                 FBO One Group Fund (ex: One Group Equity Index Fund--A)
                 Your Account Number (ex: 123456789)
                 Your Account Registration (ex: John Smith & Mary Smith, JTWROS)


       -      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, 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 One Group
                 P.O. Box 8528
                 Boston, MA 02266-8528

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 per Fund. 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 five (5) calendar days.

       -      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
              calling The One Group Services Company at 1-800-480-4111 or by
              sending a letter to:

               State Street Bank and Trust Company
               c/o One Group
               P.O. Box 8528
               Boston, MA 02266-8528

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).





                                                                              13
<PAGE>   580




       -      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 Federal income 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 One Group. Compensation comes from sales charges, 12b-1 fees and
payments by The One Group Services Company from its own resources. The tables
below show the charges for each class of shares and the percentage of your
investment that is paid as a commission to a Shareholder Servicing Agent.

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                  SALES CHARGE                     COMMISSION
                                           AS A % OF THE                    AS A %                          AS A %
AMOUNT OF PURCHASES                       OFFERING PRICE              OF YOUR INVESTMENT               OF OFFERING PRICE
- -------------------                       --------------              ------------------               -----------------

<S>       <C>                                      <C>                           <C>                          <C>
Less than $50,000                                  5.25%                         5.54%                        4.75%
$50,000-$99,999                                    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 and
  0.50% of the purchase price if you redeem within two years of
  purchase, unless The One Group Services Company receives notice
  before you invest indicating that your Shareholder Servicing
  Agent is waiving its commission.

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:





                                                                              14
<PAGE>   581
<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.

       -      No CDSC is imposed on share appreciation, nor is a CDSC 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
              the shares you have held for the longest time and thus have the
              lowest CDSC.

       -      If you exchange Class B or Class C shares of an unrelated mutual
              fund for Class B or Class C shares of One Group in connection with
              a fund reorganization, the CDSC applicable to your original shares
              (including the period of time you have held those shares) will be
              applied to One Group shares you receive in the reorganization.

12b-1 FEES

Each One Group Fund has adopted a plan under Rule 12b-1 that allows it to pay
distribution and shareholder servicing fees for the sale and distribution of
shares of the Funds. These fees are called 12B-1 FEES. 12b-1 fees are paid by
One Group Mutual Funds 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 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 Class I 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%,
                                   1.00%, and 1.00% of the average daily net
                                   assets of Class A, Class B and Class C
                                   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).


- -      Because 12b-1 fees are paid out of Fund assets on an on-going basis, over
       time these fees will increase the cost of your investment and may cost
       you more than paying other types of sales charges.

SALES CHARGE REDUCTIONS AND WAIVERS





                                                                              15
<PAGE>   582




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:

       -      One Group.

       -      Bank 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 One
              Group and their subsidiaries and affiliates.

       -      An investment sub-advisor of a fund of One Group and such
              sub-advisor's subsidiaries and affiliates.

4.     Bought by:

       -      Affiliates of Bank One Corporation and certain accounts (other
              than IRA Accounts) for which an Intermediary acts in a fiduciary,
              advisory, agency, custodial or Accounts which participate in
              select affinity programs with Bank One Corporation and its
              affiliates and subsidiaries.

       -      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.

       -      Certain 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.





                                                                              16
<PAGE>   583




5.      Bought with proceeds from the sale of Class I shares of a One Group Fund
        or acquired in an exchange of Class I 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, including
        a One Group Fund, 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 One Group Fund.

8.      Bought with assets of 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.


WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

1.      If you withdraw no more than 10% of the value of your account in a 12
        month period. Shares received from dividend and capital gains
        reinvestment are included in calculating amounts eligible for this
        waiver. You need to participate in the Systematic Withdrawal Plan to
        take advantage of this waiver.

2.      If you buy the shares in connection with certain retirement plans, such
        as 401(k) and similar qualified plans.

3.      If you are the shareholder (or a joint shareholder), or a participant or
        beneficiary of certain retirement plans and you die or become disabled
        (as defined by 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.      Exchanged 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.      Exchanged for Class B shares of other One Group Funds. However, you may
        pay a sales charge when you redeem the Fund shares you received in the
        exchange. Please read Do I pay a Sales Charge on an Exchange?.

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1.      If you withdraw no more than 10% of the value of your account. Shares
        received from dividend and capital gains reinvestment are included in
        calculating amounts eligible for this waiver. You need to participate in
        the Systematic Withdrawal Plan to take advantage of this waiver.

2.      If you buy the shares in connection with certain retirement plans, such
        as 401(k) and similar qualified plans.

3.      If you are the shareholder (or a joint shareholder), or a participant or
        beneficiary of certain retirement plans and you die or become disabled
        (as defined by 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.      Exchanged 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.      Exchanged for Class C shares of other One Group Funds. However, you may
        pay a sales charge when you redeem the Fund shares you received in the
        exchange. Please read Do I pay a Sales Charge on an Exchange?.






                                                                              17
<PAGE>   584




7.      If The One Group Services Company receives notice before you invest
        indicating that your Shareholder Servicing Agent, due to the type of
        account that you have, is waiving its commission.

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. These waivers
will not continue indefinitely and may be discontinued at any time without
notice.



EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

        -       Class I shares of a Fund may be exchanged for Class A shares of
                that Fund or for Class A or Class I shares of another One Group
                Fund.

        -       Class A shares of a Fund may be exchanged for Class I shares of
                that Fund or for Class A or Class I shares of another One Group
                Fund, 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 One Group Fund.

        -       Class C shares of a Fund may be exchanged for Class C shares of
                another One Group Fund.

One Group Funds offer a Systematic Exchange Privilege which allows you to
automatically exchange shares of one fund to another on a monthly or quarterly
basis. This privilege is useful in Dollar Cost Averaging. To participate in the
Systematic Exchange Privilege, please select it on your account application. To
learn more about it, please call The One Group Services Company at
1-800-480-4111.

One Group does not charge a fee for this privilege. In addition, 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., ET.

        -       You have provided 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 Class I 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.





                                                                              18
<PAGE>   585




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 for Federal income tax purposes.

        -       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, 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, 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. ET (or when the NYSE closes)
                        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:

                One Group
                c/o State Street Bank and Trust Company
                P.O. Box 8528
                Boston, MA 02266-8528

        -       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
                participant in 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;

                3.      the redemption check is mailed to the shareholder at the
                        record address; or

                4.      the redemption is payable by wire or bank transfer (ACH)
                        to a pre-existing bank account.






                                                                              19
<PAGE>   586




- -       On the Account Application Form you may elect to have the redemption
        proceeds mailed or wired to:

        1.      a designated commercial bank; or

        2.      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 Class I shares and the Fund receives your
                redemption request by 4:00 p.m. ET (or when the NYSE closes),
                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. ET (or when the NYSE closes),
                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 The One Group Service
                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.

        -       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, 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 you
                        begin participating in the Plan. The applicable Class B
                        or Class C sales charge is waived provided your
                        withdrawals do not exceed 10% annually; withdrawals in
                        excess of that amount will subject the entire annual
                        withdrawal to the applicable sales load.


                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.





                                                                              20
<PAGE>   587




                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

        -       Generally all redemptions will be for cash. However, if you
                redeem shares worth $500,000 or more of a Fund's assets, the
                Fund reserves the right to pay part or all of your redemption
                proceeds in readily marketable securities instead of cash. If
                payment is made in securities, the Fund will value the
                securities selected in the same manner in which it computes its
                NAV. this process minimizes the effect of large redemptions on
                the Fund and its remaining shareholders.

        -       If you redeem shares for which you paid by check, and One Group
                has not yet received payment on the check, One Group will delay
                forwarding your redemption proceeds until payment has been
                collected from your bank.

        -       Because of the high cost of handling small investments, One
                Group charges a sub-minimum account fee. Accounts under $1,000
                that are not participating in a Systematic Investment Plan will
                be assessed an annual fee of $10.00 per Fund. The sub-minimum
                account fee will not apply to IRA accounts and the accounts of
                employees of Bank One Corporation and its affiliates.

        -       One Group may suspend your ability to redeem when:

                1.      Trading on the New York Stock Exchange ("NYSE") is
                        restricted.

                2.      The NYSE is closed (other than weekend and holiday
                        closings).

                3.      The SEC has permitted a suspension.

                4.      An emergency exists.

                The Statement of Additional Information offers more details
                about this process.

                -       You generally will recognize a gain or loss on a
                        redemption for Federal income tax purposes. You should
                        talk to your tax advisor before making a redemption.






                                                                              21
<PAGE>   588






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.

DIVIDEND POLICIES

DIVIDENDS

The Equity Index Fund generally declares dividends on the last business day of
each quarter. Dividends for the Equity Index Fund are distributed on the first
business day of the next month. Capital gains, if any, for the Equity Index Fund
are distributed at least annually.

The Equity Index Fund pays 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 Class I shares will be more than those payable on other
classes of shares.

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 8528, Boston,
MA 02266-8528, at least 15 days prior to the distribution. The change is
effective upon receipt by State Street.

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, for this purpose, the excess of net short-term capital gains over
net long-term capital losses and net capital gains (i.e., the excess of net
long-term capital gains over net short-term capital losses) 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 distributions from a Fund's long-term
capital gains will be taxable to you as such, regardless of how long you have
held the shares. Distributions are taxable to you even if they are paid from
income or gains earned by a Fund prior to your investment (and thus were
included in the price you paid).

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid in the previous year.

TAXATION OF RETIREMENT PLANS

Distributions by the Funds to qualified retirement plans generally 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






                                                                              22
<PAGE>   589



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, call
1-800-480-4111 or visit www.onegroup.com.

REPORTING

In March and September you will receive a financial report from One Group. In
addition, One Group will periodically send you proxy statements and other
reports.







                                                                              23
<PAGE>   590


MANAGEMENT OF ONE GROUP MUTUAL FUNDS

THE ADVISOR


Banc One Investment Advisors (1111 Polaris Parkway, P.O. Box 71021, Columbus,
Ohio 43271-0211) makes the day-to-day investment decisions for the Funds and
continuously reviews, supervises and administers each Fund's investment program.
Banc One Investment Advisors performs its responsibilities subject to the
supervision of, and policies established by, the Trustees of One Group
Mutual Funds. Banc One Investment Advisors has served as investment advisor
to the Trust since its inception. In addition, Banc One Investment Advisors
serves as investment advisor to other mutual funds and individual corporate,
charitable, and retirement accounts. As of June 30, 1999, Banc One Investment
Advisors, an indirect wholly-owned subsidiary of Bank One Corporation, managed
over $126 billion in assets.


ADVISORY FEES

Banc One Investment Advisors is paid a fee based on an annual percentage of the
average daily net assets of each Fund. For the most recent fiscal year, the
Fund paid advisory fees at the following rates.


                            ANNUAL RATE AS PERCENTAGE
                            OF AVERAGE DAILY NET ASSETS

Equity Index Fund                      .14%



YEAR 2000 READINESS DISCLOSURE


The services provided to One Group by Banc One Investment Advisors and other
service providers (including foreign subcustodians and depositories) are
dependent on those service providers' computer systems. Many computer software
and hardware systems in use today cannot distinguish between the year 2000 and
the year 1900 because of the way dates are encoded and calculated (the "Year
2000 Issue"). The failure to make this distinction could have a negative
implication on handling securities, trades, pricing and account services. Banc
One Investment Advisors and One Group's other service providers are taking steps
that each believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems they use. The Funds have no reason to believe
these steps will not be sufficient to avoid any material adverse impact on One
Group, although there can be no assurances. The costs or consequences of
incomplete or untimely resolution of the Year 2000 Issue are unknown to Banc One
Investment Advisors and One Group's other service providers at this time but
could have a material adverse impact on the operations of One Group, Banc One
Investment Advisors, The One Group Services Company and One Group's other
service providers.

In addition, companies in which the Fund invests may experience Year 2000
problems. Foreign issuers, especially those in emerging markets, may be more
susceptible to such problems than U.S. issuers. These problems could negatively
affect the value of the issuer's securities, which in turn could impact the
Fund's performance.






                                                                              24
<PAGE>   591




FINANCIAL HIGHLIGHTS


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in a Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements are incorporated by reference in the Statement
of Additional Information.


ONE GROUP EQUITY INDEX FUND  Financial Highlights


<TABLE>
<CAPTION>



                                                                              YEAR ENDED JUNE 30,
CLASS A                                    1999              1998                 1997                  1996                  1995
- -------                                    ----              ----                 ----                  ----                  ----

<S>                                     <C>               <C>                  <C>                  <C>                  <C>
NET ASSET VALUE,
    BEGINNING OF PERIOD                 $  27.15          $  21.81             $  16.67             $   14.02            $  11.59
Investment Activities:
    Net investment income                   0.22              0.26                 0.29                  0.27                0.29
    Net realized and
       unrealized gains (losses)
       from investments                     5.56              5.97                 5.28                  3.18                2.58
Total from Investment
    Activities                              5.78              6.23                 5.57                  3.45                2.87
Distributions:
    Net investment income                  (0.23)            (0.26)               (0.28)                (0.27)              (0.28)
    In excess of net
       investment income                     --                --                   --                  (0.01)                --
    Net realized gains                     (0.92)            (0.63)               (0.15)                (0.52)              (0.16)
Total Distributions                        (1.15)            (0.89)               (0.43)                (0.80)              (0.44)
NET ASSET VALUE, END
    OF PERIOD                          $   31.78         $   27.15            $   21.81            $    16.67            $  14.02
Total Return (Excludes
    Sales Charge)                          22.22%            29.33%               33.94%                25.16%              25.43%
RATIOS/SUPPLEMENTARY DATA:
    Net Assets at end
       of period (000)                   732,325        $  218,518             $  98,338           $   32,186            $  3,003
    Ratio of expenses
       to average net assets                0.60%             0.60%                0.55%                 0.55%               0.56%
    Ratio of net investment
       income to average
       net assets                           0.79%             1.11%                1.59%                 1.93%               2.38%
    Ratio of expenses to
       average net assets*                  0.92%             0.96%                0.95%                 0.94%               1.01%
    Ratio of net investment
       income to average
       net assets*                          0.47%             0.75%                1.19%                 1.54%               1.94%
    Portfolio turnover (a)                  5.37%             4.32%                5.81%                 9.08%               2.71%
<FN>


*       During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the
        ratios would have been as indicated.

(a)     Portfolio turnover is calculated on the basis of the Fund as a whole  without distinguishing among the classes of shares
        issued.
</TABLE>




                                                                              25
<PAGE>   592

<TABLE>
<CAPTION>

ONE GROUP EQUITY INDEX FUND     Financial Highlights

                                                                                    YEAR ENDED JUNE 30,
CLASS B                                  1999              1998                 1997                   1996              1995
- -------                                  ----              ----                 ----                   ----              ----

<S>                                   <C>               <C>                 <C>                    <C>               <C>
NET ASSET VALUE,
     BEGINNING OF PERIOD              $  27.13          $  21.80            $   16.68              $   14.05         $   11.61
Investment Activities:
     Net investment income                0.04              0.10                 0.16                   0.16              0.18
     Net realized and
          unrealized gains
          (losses) from
          investments                     5.53              5.97                 5.27                   3.16              2.61
Total from Investment
     Activities                           5.57              6.07                 5.43                   3.32              2.79
Distributions:
     Net investment
          income                         (0.06)            (0.11)               (0.16)                 (0.16)            (0.19)
     In excess of net
          investment income                --                --                   --                   (0.01)              --
     Net realized gains                  (0.92)            (0.63)               (0.15)                 (0.52)            (0.16)
Total Distributions                      (0.98)            (0.74)               (0.31)                 (0.69)            (0.35)
NET ASSET VALUE,
     END OF PERIOD                   $   31.72         $   27.13            $   21.80               $  16.68          $  14.05
Total Return (Excludes
     Sales Charge)                       21.32%            28.47%               32.93%                 24.05%            24.58%
RATIOS/SUPPLEMENTARY DATA:
     Net Assets at
          end of period
          (000)                      $ 534,777         $ 351,624            $ 168,699               $ 38,538          $  1,408
     Ratio of expenses
          to average net assets           1.35%             1.35%                1.30%                  1.30%             1.34%
     Ratio of net investment
          income to average
          net assets                      0.12%             0.36%                0.83%                  1.18%             1.60%
     Ratio of expenses
          to average net assets*          1.57%             1.61%                1.61%                  1.59%             1.67%
     Ratio of net investment
          income to average
          net assets*                    (0.10)%            0.10%                0.52%                  0.89%             1.27%
     Portfolio turnover (a)               5.37%             4.32%                5.81%                  9.08%             2.71%
<FN>

        *       During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not
                occurred, the ratios would have been as indicated.

        (a)     Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among
                the classes of shares issued.
</TABLE>









                                                                              26
<PAGE>   593

<TABLE>
<CAPTION>

ONE GROUP EQUITY INDEX FUND     Financial Highlights

                                                                                                       NOVEMBER 4,
                                                                                                        1997 TO
                                                                                                       JUNE 30,
CLASS C                                                                      1999                       1998(a)
- -------                                                                      ----                       -------

<S>                                                                          <C>                        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                         $ 27.14                    $ 22.60
Investment Activities:
     Net investment income (loss)                                               0.07                       0.07
     Net realized and unrealized gains
          (losses) from investments                                             5.55                       4.67
Total from Investment Activities                                                5.62                       4.74
Distributions:
     Net investment income                                                     (0.08)                     (0.08)
     Net realized gains                                                        (0.92)                     (0.12)
Total Distributions                                                            (1.00)                     (0.20)
NET ASSET VALUE, END OF PERIOD                                               $ 31.76                    $ 27.14

Total Return (Excludes Sales Charge)                                           21.52%(b)                  21.07%(b)
RATIOS/SUPPLEMENTARY DATA:
     Net Assets at end of period (000)                                       $59,042                    $ 3,214
     Ratio of expenses to average net assets                                    1.35%                      1.35%(c)
     Ratio of net investment income to average net assets                       0.11%                      0.27%(c)
     Ratio of expenses to average net assets*                                   1.57%                      1.60%(c)
     Ratio of net investment income to average net assets*                     (0.11)%                     0.02%(c)
     Portfolio turnover (d)                                                     5.37%                      4.32%
<FN>

        *       During the period certain fees were voluntarily reduced. If such voluntary fee reductions had not
                occurred, the ratios would have been as indicated.

        (a)     Period from commencement of operations.

        (b)     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>








                                                                              27
<PAGE>   594

<TABLE>
<CAPTION>

                                                                              YEAR ENDED JUNE 30,
CLASS I                                   1999               1998                 1997                  1996                  1995
- -------                                   ----               ----                 ----                  ----                  ----

<S>                                   <C>                 <C>                  <C>                   <C>                 <C>
NET ASSET VALUE,
    BEGINNING OF PERIOD               $    27.16         $  21.80             $  16.66              $  14.03            $  11.59
Investment Activities:
    Net investment income                   0.31             0.33                 0.35                  0.33                0.32
    Net realized and
       unrealized gains
       (losses) from
       investments                          5.54              5.98                 5.27                  3.16                2.59
Total from Investment
    Activities                              5.85              6.31                 5.62                  3.49                2.91
Distributions:
    Net investment income                  (0.30)            (0.32)               (0.33)                (0.33)              (0.29)
    In excess of net
       investment income                     --                --                   --                  (0.01)              (0.02)
    Net realized gains                     (0.92)            (0.63)               (0.15)                (0.52)              (0.16)
Total Distributions                        (1.22)            (0.95)               (0.48)                (0.86)              (0.47)
NET ASSET VALUE, END
    OF PERIOD                         $    31.79          $  27.16             $  21.80              $  16.66            $  14.03
Total Return                               22.50%            29.73%               34.30%                25.47%              25.79%
RATIOS/SUPPLEMENTARY DATA:
    Net Assets at end
       of period (000)                $1,855,947          $671,422             $480,819              $321,058            $234,895
    Ratio of expenses
       to average net assets                0.35%             0.35%                0.30%                 0.30%               0.33%
    Ratio of net investment
       income to average
       net assets                           1.14%             1.37%                1.87%                 2.18%               2.57%
    Ratio of expenses to
       average net assets*                  0.57%             0.62%                0.61%                 0.59%               0.66%
    Ratio of net investment
       income to average
       net assets*                          0.92%             1.10%                1.56%                 1.89%               2.24%
    Portfolio turnover (a)                  5.37%             4.32%                5.81%                 9.08%               2.71%
<FN>

*       During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the
        ratios would have been as indicated.

(a)     Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares
        issued.
</TABLE>



                                                                              28
<PAGE>   595





                                   APPENDIX A


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>

INSTRUMENT                                                             RISK TYPE
- ----------                                                             ---------

<S>                                                                   <C>
U.S. TREASURY OBLIGATIONS: Bills, notes,                                  Market
bonds, STRIPS, and CUBES.

TREASURY RECEIPTS: TRS, TIGRs, and CATS.                                  Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities                             Market
issued by agencies and instrumentalities of                               Credit
the U.S. Government. These include Ginnie Mae,
Fannie Mae, and Freddie Mac.

CERTIFICATES OF DEPOSIT: Negotiable instruments                           Market
with a stated maturity.                                                   Credit
                                                                         Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by                         Liquidity
a bank in exchange for the deposit of funds.                              Credit
                                                                          Market

COMMON STOCK: Shares of ownership of a company.                           Market

REPURCHASE AGREEMENTS: The purchase of a security                         Credit
and the simultaneous commitment to return the                             Market
security to the seller at an agreed upon price                           Liquidity
on an agreed upon date. This is treated as a loan.

REVERSE REPURCHASE AGREEMENTS: The sale of a security                     Market
and the simultaneous commitment to buy the security                      Leverage
back at an agreed upon price on an agreed upon
date. This is treated as a borrowing by a Fund.

SECURITIES LENDING: The lending of up to 33 1/3%                          Credit
of the Fund's total assets. In return the Fund                            Market
will receive cash, other securities, and/or                              Leverage
letters of credit as collateral.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS:                           Market
Purchase or contract to purchase securities                              Leverage
at a fixed price for delivery at a future date.                          Liquidity
                                                                          Credit

</TABLE>





                                                                              29
<PAGE>   596


<TABLE>
<CAPTION>
INSTRUMENT                                                              RISK TYPE
- ----------                                                              ---------

<S>                                                                   <C>
INVESTMENT COMPANY SECURITIES: Shares of other                            Market
mutual funds, including One Group money market
funds and shares of other money market funds
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                          Market
that convert to common stock.                                             Credit


CALL AND PUT OPTIONS: A call option gives the buyer                     Management
the right to buy, and obligates the seller of the                        Liquidity
option to sell, a security at a specified price. A                        Credit
put option gives the buyer the right to sell, and                         Market
obligates the seller of the option to buy, a security                    Leverage
at a specified price. The Funds will sell only
covered call and secured put options.

FUTURES AND RELATED OPTIONS: A contract providing                       Management
for the future sale and purchase of a specified                           Market
amount of a specified security, class of securities,                      Credit
or an index at a specified time in the future and                        Liquidity
at a specified price.                                                    Leverage

REAL ESTATE INVESTMENT TRUSTS ("REITS"): Pooled                          Liquidity
investment vehicles which invest primarily in                           Management
income producing real estate or real estate                               Market
related loans or interest.                                              Regulatory
                                                                            Tax
                                                                        Pre-payment

BANKERS' ACCEPTANCES: Bills of exchange or time                           Credit
drafts drawn on and accepted by a commercial bank.                       Liquidity
Maturities are generally six months or less.                              Market

COMMERCIAL PAPER: Secured and unsecured short-term                        Credit
promissory notes issued by corporations and other                        Liquidity
entities. Maturities generally vary from a few                            Market
days to nine months.


RESTRICTED SECURITIES: Securities not registered                         Liquidity
under the Securities Act of 1933, such as privately                       Market
placed commercial paper and Rule 144A securities.

VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations                       Credit
with interest rates which are reset daily, weekly,                       Liquidity
quarterly or some other period and which may be                           Market
payable to the Fund on demand.

WARRANTS: Securities, typically issued with                               Market
preferred stock or bonds, that give the holder                            Credit
the right to buy a proportionate amount of
common stock at a specified price.

PREFERRED STOCK: A class of stock that                                    Market
generally pays a dividend at a specified rate
and has preference over common stock in
the payment of dividends and in liquidation.

</TABLE>



                                                                              30
<PAGE>   597

<TABLE>
<CAPTION>

INSTRUMENT                                                              RISK TYPE
- ----------                                                              ---------

<S>                                                                 <C>
SWAPS, CAPS AND FLOORS: A Fund may enter into                           Management
these transactions to manage its exposure to                              Credit
changing interest rates and other factors. Swaps                         Liquidity
involve an exchange of obligations by two                                 Market
parties. Caps and floors entitle a purchaser
to a principal 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.

NEW FINANCIAL PRODUCTS: New options and futures                         Management
contracts and other financial products continue                           Credit
to be developed and the Funds may invest in such                          Market
options, contracts and products.                                         Liquidity


STRUCTURED INSTRUMENTS: Debt securities issued                            Market
by agencies and instrumentalities of the U.S.                            Liquidity
government, banks, municipalities, corporations                         Management
and other businesses whose interest and/or                                Credit
principal payments are indexed to foreign                           Foreign Investment
currency exchange rates, interest rates, or
one or more other referenced indices.

STANDARD & POOR'S DEPOSITORY RECEIPTS ("SPDRs"):                          Market
Ownership interests in unit investment trusts and
other pooled investment vehicles that hold a portfolio
of securities or stocks designed to track the price
and dividend yield of the S&P 500.
</TABLE>


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 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.






                                                                              31
<PAGE>   598




- -       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. 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 lender has when a borrower defaults on
        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.

- -       Zero Coupon Risk. The market prices of securities structured as zero
        coupon or pay-in-kind securities are generally affected to a greater
        extent by interest rate changes. These securities tend to be more
        volatile than securities which pay interest periodically.






                                                                              32
<PAGE>   599

If you want more information about the Fund, the following documents are free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Fund's investments
is available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed
information about the Fund and is incorporated into this prospectus by
reference.


HOW CAN I GET MORE INFORMATION? You can get a free copy of the semiannual/annual
reports or the SAI, request other information or discuss your questions about
the Fund by visiting www.onegroup.com, by calling 1 800-480-4111 or by writing
the Fund at:


               One Group(R) Mutual Funds
               3435 Stelzer Road
               Columbus, Ohio 43219

You can also review and copy the Fund's reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission ("SEC"). (For
information about the SEC's Public Reference Room call 1-800-SEC-0330). You can
also get reports and other information about the Funds from the SEC's web site
at http://www.sec.gov or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009 and paying a copying charge.



 (Investment Company Act File No. 811-4236)



TOG-F-221                                                           [LOGO]


<PAGE>   600
INDEX FUNDS
CLASS I SHARES

                    PROSPECTUS
                    November 1, 1999

                                                                [ONE GROUP LOGO]


                    One Group(R) Equity Index Fund

                    One Group(R) Market Expansion Index Fund

                    One Group(R) International Equity Index Fund

                    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
                    DISAPPROVED THE SHARES OF ANY OF THE FUNDS AS AN INVESTMENT
                    OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
                    COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
                    CRIME.

                    FOR USE BY WINGSPAN INVESTMENT SERVICES, INC.
<PAGE>   601

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                                 One Group Equity Index Fund  2
                                                              ---------
                       One Group Market Expansion Index Fund  6
                                                              ---------
                   One Group International Equity Index Fund  10
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  14
                                                              ---------
                                            Investment Risks  15
                                                              ---------
                                         Investment Policies  16
                                                              ---------
                                           Portfolio Quality  17
                                                              ---------
                               Temporary Defensive Positions  18
                                                              ---------
                                          Portfolio Turnover  18
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  19
                                                              ---------
                                      Exchanging Fund Shares  21
                                                              ---------
                                       Redeeming Fund Shares  22
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  24
                                                              ---------
                                           Dividend Policies  24
                                                              ---------
                               Tax Treatment of Shareholders  25
                                                              ---------
                                        Shareholder Inquires  26
                                                              ---------
</TABLE>



<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  27
                                                              ---------
                              Year 2000 Readiness Disclosure  28
                                                              ---------
</TABLE>



<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  29
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  32
                                                              ---------
</TABLE>

<PAGE>   602
                    FUND SUMMARIES

                    INVESTMENTS, RISK & PERFORMANCE
<PAGE>   603

2
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                    Equity Index Fund

WHAT IS THE GOAL OF THE
  EQUITY INDEX FUND?    The Fund seeks investment results that correspond to the
                        aggregate price and dividend performance of securities
                        in the Standard & Poor's 500 Composite Stock Price Index
                        ("S&P 500 Index"). (1)

WHAT ARE THE EQUITY INDEX
  FUND'S MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in stocks included in the S&P
                        500 Index. The Fund may also invest in stock index
                        futures. Banc One Investment Advisors attempts to track
                        the performance of the S&P 500 Index to achieve a
                        correlation of 0.95 between the performance of the Fund
                        and that of the S&P 500 Index without taking into
                        account the Fund's expenses. For more information about
                        the Equity Index Fund's investment strategies, please
                        read "More About the Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  EQUITY INDEX FUND?    The main risks of investing in the Equity Index Fund and
                        the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Equity Index Fund will change every day in response to
                        market conditions. You may lose money if you invest in
                        the Equity Index Fund.

                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   604

                                                                               3

- ------------------------------------
                           Equity Index Fund

                MAIN RISKS
- --------------------------
                        Index Investing. The Fund attempts to track the
                        performance of the S&P 500 Index. Therefore, securities
                        may be purchased, retained and sold by the Fund at times
                        when an actively managed fund would not do so. If the
                        value of securities that are heavily weighted in the
                        index changes, you can expect a greater risk of loss
                        than would be the case if the Fund were not fully
                        invested in such securities.

                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        S&P 500 Index stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   605

4
ONE GROUP(R)

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


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.

                           FUND SUMMARY
                           Equity Index Fund


HOW HAS THE EQUITY INDEX
  FUND PERFORMED?       By showing the variability of the Equity Index Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE EQUITY INDEX
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.


                             BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1992                                                                              6.86
1993                                                                              9.37
1994                                                                              0.75
1995                                                                             37.07
1996                                                                             22.59
1997                                                                             33.00
1998                                                                             28.24
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            5.15%.


- --------------------------------------------------------------------------------
             Best Quarter:  21.26%  4Q1998        Worst Quarter:  -9.96%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                  1 YEAR       5 YEARS           LIFE
                                              CLASS I                                       (since 7/2/91)
                                     <S>                          <C>          <C>        <C>
                                     One Group Equity Index
                                       Fund                       28.24%       23.63%           19.61%
                                     -----------------------------------------------------------------------
                                     S&P 500 Index (1)            28.58%       24.06%           15.75%
</TABLE>



                        (1) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the U.S. 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.

<PAGE>   606

                                                                               5

- ------------------------------------
                           Equity Index Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ------------------------------------------------------------------------------
                                     (fees paid directly from your investment) (1)                  CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                 NONE
                                     ------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                             NONE
                                     ------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                   NONE
                                     ------------------------------------------------------------------------------
                                     Exchange Fee                                                     NONE
                                     ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------
                                     (expenses that are deducted from fund assets) (2)              CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     Investment Advisory Fees                                         .30%
                                     ------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                       NONE
                                     ------------------------------------------------------------------------------
                                     Other Expenses                                                   .26%
                                     ------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                             .56%
                                     ------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)                     (.16%)
                                     ------------------------------------------------------------------------------
                                     Net Expenses                                                     .40%
                                     ------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense information has been restated to reflect
                            current fees.



                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .40% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                                                                    CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     1 Year (1)                                                       $ 41
                                     ------------------------------------------------------------------------------
                                     3 Years                                                          163
                                     ------------------------------------------------------------------------------
                                     5 Years                                                          297
                                     ------------------------------------------------------------------------------
                                     10 Years                                                         686
                                     ------------------------------------------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class I Shares would be $57.
<PAGE>   607

6
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Market Expansion Index Fund

WHAT IS THE GOAL OF THE
  MARKET EXPANSION INDEX
  FUND?                 The Fund seeks to provide a return which substantially
                        duplicates the price and yield performance of
                        domestically traded common stocks in the small and mid
                        capitalization equity markets, as represented by a
                        market capitalization weighted combination of the
                        Standard & Poor's Small Cap 600 Index ("S&P Small Cap
                        600") and the Standard & Poor's Mid Cap 400 Index ("S&P
                        Mid Cap 400").(1)

WHAT ARE THE MARKET
  EXPANSION INDEX FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests in a representative sampling of stocks
                        of medium-sized and small U.S. companies that are
                        included in the S&P Small Cap 600 and S&P Mid Cap 400
                        and which trade on the New York and American Stock
                        Exchanges as well as over-the-counter stocks that are
                        part of the National Market System. (Not all of the
                        stocks in the indices are included in the Fund). The
                        Fund uses a sampling methodology to determine which
                        stocks to purchase or sell in order to closely replicate
                        the performance of the combined indices. The Fund seeks
                        to achieve a correlation between its portfolio and that
                        of the indices of at least 0.95, without taking into
                        account expenses. For more information about the Market
                        Expansion Index Fund's investment strategies, please
                        read "More About the Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MARKET EXPANSION INDEX
  FUND?                 The main risks of investing in the Market Expansion
                        Index Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the Market Expansion Index Fund and its yield
                        will change every day in response to economic and other
                        market conditions. You may lose money if you invest in
                        the Market Expansion Index Fund.

                        (1) "S&P Small Cap 600" and "S&P Mid Cap 400" are
                            registered service marks of Standard & Poor's
                            corporation, which does not sponsor and is in no
                            way affiliated with the Fund.
<PAGE>   608

                                                                               7

- ------------------------------------
                           Market Expansion Index Fund

                MAIN RISKS
- --------------------------
                        Index Investing. The Fund attempts to track the
                        performance of the S&P Small Cap 600 Index and the S&P
                        Mid Cap 400 Index. Therefore, securities may be
                        purchased, retained and sold by the Fund at times when
                        an actively managed fund would not do so. If the value
                        of securities that are heavily weighted in the index
                        changes, you can expect a greater risk of loss than
                        would be the case if the Fund were not fully invested in
                        such securities.

                        Market Risk. The Fund invests in equity securities (such
                        as stocks) which are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        small cap and mid cap stock prices in particular) may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.

                        Smaller Companies. The Fund's investments in smaller,
                        newer companies may be riskier than investments in
                        larger, more established companies. Securities of
                        smaller companies tend to be less liquid than securities
                        of larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   609

8

- ------------------------------------
ONE GROUP(R)

- ------------------------------------
                           FUND SUMMARY
                           Market Expansion Index Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.


                        This Section would normally include a bar chart and
                        average annual total return table. The Market Expansion
                        Index Fund began operations on July 30, 1998 and did not
                        have a full calendar year of investment returns as of
                        the date of this prospectus.


<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     -----------------------------------------------------------------------------
                                     (fees paid directly from your investment) (1)                 CLASS I
                                     -----------------------------------------------------------------------------
                                     <S>                                                           <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                NONE
                                     -----------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                            NONE
                                     -----------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                  NONE
                                     -----------------------------------------------------------------------------
                                     Exchange Fee                                                    NONE
                                     -----------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     -----------------------------------------------------------------------------
                                     (expenses that are deducted from fund assets) (2)             CLASS I
                                     -----------------------------------------------------------------------------
                                     <S>                                                           <C>     <C>
                                     Investment Advisory Fees                                        .35%
                                     -----------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                      NONE
                                     -----------------------------------------------------------------------------
                                     Other Expenses                                                  .73%
                                     -----------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                           1.08%
                                     -----------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)                    (.51%)
                                     -----------------------------------------------------------------------------
                                     Net Expenses                                                    .57%
                                     -----------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.


                        (2) Expense information has been restated to reflect
                            current fees.



                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .57% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.

<PAGE>   610

                                                                               9

- ------------------------------------
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

                           Market Expansion Index Fund

<TABLE>
<CAPTION>
                                                       CLASS I
                                     --------------------------------
                                     <S>               <C>       <C>
                                     1 Year (1)        $   58
                                     --------------------------------
                                     3 Years              293
                                     --------------------------------
                                     5 Years              546
                                     --------------------------------
                                     10 Years           1,271
                                     --------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            for Class I Shares would be $110.
<PAGE>   611

10
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                    International
                                    Equity Index Fund

WHAT IS THE GOAL OF THE
  INTERNATIONAL EQUITY
  INDEX FUND?           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.(1)

WHAT ARE THE
  INTERNATIONAL EQUITY
  INDEX FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests mainly in foreign stocks included in
                        the MSCI EAFE GDP Index. The Fund may also invest in
                        stock index futures. Banc One Investment Advisors
                        attempts to track the performance of the MSCI EAFE GDP
                        Index to achieve a correlation of 0.90 between the
                        performance of the Fund and that of the MSCI EAFE GDP
                        Index, without taking into account the Fund's expenses.
                        As part of its investment strategy, the Fund may invest
                        in securities of emerging international markets such as
                        Mexico, Chile and Brazil. The Sub-Advisor selects
                        securities of emerging markets that are included in the
                        Morgan Stanley Emerging Market Free Index based on size,
                        risk and the ease of investing in the country's market
                        (e.g., reasonable settlement procedures). Most of the
                        Fund's assets will be denominated in foreign currencies.
                        For more information about the International Equity
                        Index Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  INTERNATIONAL EQUITY
  INDEX FUND?           The main risks of investing in the International Equity
                        Index Fund and the circumstances likely to adversely
                        affect your investment are described below. The share
                        price of the International Equity Index Fund will change
                        every day in response to market conditions. You may lose
                        money if you invest in the International Equity Index
                        Fund.

                        (1) Gross Domestic Product Weighted Morgan Stanley
                            Capital International Europe, Australasia 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.
<PAGE>   612

                                                                              11

- ------------------------------------
                           International Equity Index Fund

                MAIN RISKS
- --------------------------
                        Index Investing. The Fund attempts to track the
                        performance of the MSCI EAFE GDP Index. Therefore,
                        securities may be purchased, retained and sold by the
                        Fund at times when an actively managed fund would not do
                        so. If the value of securities that are heavily weighted
                        in the index changes, you can expect a greater risk of
                        loss than would be the case if the Fund were not fully
                        invested in such securities.

                        Foreign Securities. Investments in foreign securities
                        involve risks in addition to those of U.S. investments.
                        These risks include political and economic risks,
                        currency fluctuations, higher transaction costs, delayed
                        settlement, and less stringent investor protection and
                        disclosure standards of some foreign markets. These
                        risks can make foreign investments more volatile and
                        potentially less liquid than U.S. investments.

                        Emerging Market Risk. The Fund may invest up to 10% of
                        its net assets in securities of emerging international
                        markets. The risks associated with foreign securities
                        are magnified in countries in "emerging markets." These
                        countries may have relatively unstable governments and
                        less established market economies than developed
                        countries. Emerging markets may face greater social,
                        economic, regulatory, and political uncertainties. These
                        risks make emerging market securities more volatile and
                        less liquid than securities issued in more developed
                        countries.

                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        stocks comprising the MSCI EAFE GDP Index in particular)
                        may decline over short or extended periods of time. When
                        the value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   613

12
ONE GROUP(R)

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


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.

                           FUND SUMMARY
                           International Equity Index Fund


HOW HAS THE INTERNATIONAL
  EQUITY INDEX FUND
  PERFORMED?            By showing the variability of the International Equity
                        Index Fund's performance from year to year, the chart
                        and table below help show the risk of investing in the
                        Fund. PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        INTERNATIONAL EQUITY INDEX FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.


                             BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1993                                                                             29.60
1994                                                                              3.90
1995                                                                             10.20
1996                                                                              6.61
1997                                                                              5.68
1998                                                                             21.57
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            12.70%.


- --------------------------------------------------------------------------------
           Best Quarter:  20.46%  4Q1998;        Worst Quarter:  -14.47%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                  1 YEAR       5 YEARS           LIFE
                                              CLASS I                                      (since 10/28/92)
                                     <S>                          <C>          <C>        <C>
                                     One Group International
                                       Equity Index Fund          21.57%        9.41%           12.28%
                                     -----------------------------------------------------------------------
                                     Morgan Stanley EAFE/ GDP
                                       Index (1)                  26.71%       11.57%           14.62%
</TABLE>



                        (1) The Morgan Stanley Capital International EAFE/GDP
                            Index is an unmanaged index generally
                            representative of the performance of
                            international stock markets. 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 services.

<PAGE>   614

                                                                              13

- ------------------------------------
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. the examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.
                           International Equity Index Fund

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ------------------------------------------------------------------------------
                                     (fees paid directly from your investment) (1)                  CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                 NONE
                                     ------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge Load                               NONE
                                     ------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                   NONE
                                     ------------------------------------------------------------------------------
                                     Exchange Fee                                                     NONE
                                     ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------
                                     (expenses that are deducted from fund assets) (2)              CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     Investment Advisory Fees                                         .55%
                                     ------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                       NONE
                                     ------------------------------------------------------------------------------
                                     Other Expenses                                                   .40%
                                     ------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                             .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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.


                        (2) Expense information has been restated to reflect
                            current fees.


<TABLE>
<CAPTION>
                                                       CLASS I
                                     ---------------------------------
                                     <S>               <C>     <C>
                                     1 Year            $   97
                                     ---------------------------------
                                     3 Years              303
                                     ---------------------------------
                                     5 Years              525
                                     ---------------------------------
                                     10 Years           1,166
                                     ---------------------------------
</TABLE>
<PAGE>   615

14
ONE GROUP(R)

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

                        More About The Funds

                        Each of the three funds described in this Prospectus is
                        a series of One Group Mutual Funds and is managed by
                        Banc One Investment Advisors Corporation. The Funds also
                        offer Class A, Class B, and Class C shares through a
                        separate prospectus. For more information on these share
                        classes, please contact your Shareholder Servicing Agent
                        or call The One Group Services Company at
                        1-800-480-4111. For more information about One Group and
                        Banc One Investment Advisors, please read "Management of
                        One Group Mutual Funds" and the Statement of Additional
                        Information.

- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT
   STRATEGIES           This Prospectus describes three mutual funds that
                        attempt to track the performance of a specified index or
                        indices. Unlike an actively managed fund, these Funds
                        purchase and sell securities based on changes in the
                        applicable index or indices. The principal investment
                        strategies that are used to meet each Fund's investment
                        objective are described in the Fund Summaries:
                        Investments, Risk, & Performance. They are also
                        described below. There can be no assurance that the
                        Funds will achieve their investment objectives. Please
                        note that each Fund may also use strategies that are not
                        described below, but which are described in the
                        Statement of Additional Information.

- -----
                        ONE GROUP EQUITY INDEX FUND. The Fund invests in stocks
                        included in the S&P 500 Index. (The Fund also invests in
                        stock index futures.) Banc One Investment Advisors seeks
                        to achieve a correlation of 0.95% between the
                        performance of the Fund and that of the S&P 500 Index.
                        The Fund may hold up to 10% of its net assets in cash or
                        cash equivalents.


                        - The percentage of stock that the Fund holds will be
                          approximately the same percentage that the stock
                          represents in the S&P 500 Index.


                        - Banc One Investment Advisors generally picks stock in
                          the order of their weightings in the S&P 500 Index,
                          starting with the heaviest weighted stock.

                        - The Fund attempts to achieve a correlation between the
                          performance of its Fund and that of the S&P 500 Index
                          of at least 0.95, without taking into account Fund
                          expenses. Perfect correlation would be 1.00.

- -----
                        ONE GROUP MARKET EXPANSION INDEX FUND. The Fund invests
                        in stocks included in the S&P Small Cap 600 Index and
                        S&P Mid Cap 400 Index.

                        - The Fund may also invest up to 25% of its total assets
                          in foreign securities through Depository Receipts.

                        - Up to 5% of the Fund's total assets may be held in
                          cash and cash equivalents.

                        - Up to 5% of the Fund's total assets may be invested in
                          futures contracts and related options.
<PAGE>   616

                                                                              15

- -----
                        ONE GROUP INTERNATIONAL EQUITY INDEX FUND. The Fund
                        invests in stocks included in the MSCI EAFE GDP Index.
                        (The Fund also invests in stock index futures.) Banc One
                        Investment Advisors seeks to achieve a correlation
                        between the performance of the Fund and that of the MSCI
                        EAFE GDP Index of at least 0.90, without taking into
                        account expenses. Perfect correlation would be 1.00.

                        - At least 65% of the Fund's total assets will be
                          invested 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.

                        - Up to 10% of the Fund's net assets may be invested in
                          securities of emerging international markets such as
                          Mexico, Chile and Brazil included in the Morgan
                          Stanley Market Free Index. These investments may made
                          directly or through local exchanges, through publicly
                          traded closed-end country funds, or through "passive
                          foreign investment companies."

                        - Up to 20% of the Fund's total assets may be invested
                          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.

                        - A substantial portion of the Fund's assets will be
                          denominated in foreign currencies.

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

 INVESTMENT RISKS       The risks associated with investing in the Index Funds
                        are described below and in Fund Summaries: Investments,
                        Risk, & Performance at the front of this prospectus.


- -----
                        DERIVATIVES. The Funds may invest in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks. A Fund's use of
                        derivatives may cause the Fund to recognize higher
                        amounts of short-term capital gains (generally taxed at
                        ordinary income tax rates) than if the Fund did not use
                        such instruments.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities

- -----
                        SMALL CAPITALIZATION COMPANIES. Investments in smaller,
                        younger companies may be riskier and more volatile 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.
<PAGE>   617

16

- -----

                        FOREIGN SECURITIES. Investments in foreign securities
                        involve risks different from investments in U.S.
                        securities. These risks include the 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
                        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 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.


- -----
                        EUROPE. Europe includes countries with highly developed
                        markets as well as countries with emerging markets. Many
                        developed countries in Western Europe are members of the
                        European Union and the EMU which requires compliance
                        with stringent fiscal and monetary controls. The markets
                        of Eastern European countries continue to remain
                        relatively undeveloped and are sensitive to political
                        and economic developments.

- -----
                        ASIA. Asia includes countries in all stages of economic
                        development from the highly developed market economy of
                        Japan to the emerging market economy of the People's
                        Republic of China. Generally, Asian economies face
                        over-extension of credit, currency devaluation, rising
                        unemployment, decreased exports, and economic
                        recessions. Currency devaluation in any one country may
                        have a negative affect on the entire region. Recently,
                        the markets in each Asian country suffered significant
                        downturns and volatility. Although the Asian market
                        appears to be recovering, continued volatility may
                        persist.

- -----
                        LATIN AMERICA. Latin America countries are considered to
                        be emerging market economies that are marked by high
                        interest rates, inflation, and unemployment. Currency
                        devaluation in any one country may have an adverse
                        affect on the entire region. Recently, the markets in
                        many Latin American countries have experienced
                        significant downturns as well as significant volatility.
                        Although the Latin American market appears to be
                        recovering, continued volatility may persist. A small
                        number of companies and industries, including the
                        telecommunications sector, represent a large portion of
                        the market in many Latin America countries.


                        For more information about risks associated with the
                        types of investments that the Index Funds purchase,
                        please read Fund Summaries: Investments, Risk, &
                        Performance, Appendix A and the Statement of Additional
                        Information.


- --------------------------------------------------------------------------------
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.
<PAGE>   618

                                                                              17

- -----
                        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.

- -----
                        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.

- --------------------------------------------------------------------------------
  PORTFOLIO QUALITY     Various rating organizations (like Standard & Poor's
                        Corporation and Moody's Investor Service) assign ratings
                        to securities. Equity securities, which will make up the
                        bulk of the Funds' investments, are not rated by rating
                        organizations. Generally, ratings are divided into two
                        main categories: "Investment Grade Securities" and
                        "Non-Investment Grade Securities." Although there is
                        always a risk of default, rating agencies believe that
                        issuers of Investment Grade Securities have a high
                        probability of making payments on such securities.
                        Non-Investment Grade Securities include securities that,
                        in the opinion of the rating agencies, are more likely
                        to default than Investment Grade Securities. The Funds
                        only purchase securities that meet the rating criteria
                        described below. Banc One Investment Advisors will look
                        at a security's rating at the time of investment. If the
                        securities are unrated, Banc One Investment Advisors
                        must determine that they are of comparable quality to
                        rated securities.
<PAGE>   619

18

- -----
                        RATINGS OF THE INDEX FUNDS' SECURITIES

                        - Short-term corporate obligations, such as 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 that present attractive opportunities
                          and are rated in the lowest investment grade category.
                          These corporate bonds may be riskier than higher rated
                          bonds.

                        For more information about ratings, please see
                        "Description of Ratings" in the Statement of Additional
                        Information.

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

TEMPORARY DEFENSIVE
   POSITIONS            To respond to unusual market conditions, the Equity
                        Index Fund and the International Equity Index Fund may
                        invest up to 10% of their total assets in cash and CASH
                        EQUIVALENTS (see below) for temporary defensive
                        purposes. The Market Expansion Index Fund may invest up
                        to 5% of its total assets in cash and cash equivalents.
                        These investments may result in a lower yield than
                        lower-quality or longer term investments and may prevent
                        the Funds from meeting their investment objectives.


                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER      The Funds may engage in active and frequent trading of
                        portfolio securities to achieve their principal
                        investment strategies. 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, 1999 is shown on the Financial Highlights. To
                        the extent portfolio turn over results in short-term
                        capital gains, such gains will generally be taxed at
                        ordinary income tax rates.
<PAGE>   620

                                                                              19
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
PURCHASING FUND SHARES

 WHERE CAN I
 BUY SHARES?            You may purchase Fund shares from Wingspan Investment
                        Services, Inc., a Shareholder Servicing Agent. Your
                        shares will be held for you by Wingspan Investment
                        Services, Inc.

  WHEN CAN I
  BUY SHARES?           You may purchase Fund shares on any day that the Funds
                        are open for business. As your Shareholder Servicing
                        Agent, Wingspan Investment Services, Inc. is responsible
                        for sending your purchase order to the Funds. While the
                        following information describes the Funds' purchase
                        requirements, Wingspan Investment Services, Inc. may
                        have an earlier cut-off time for purchase orders.

                        - Purchases may be made on any business day. This
                          includes any day that the Funds are open for business,
                          other than weekends, days on which the New York Stock
                          Exchange ("NYSE") is closed, and the following
                          holidays: New Year's Day, Martin Luther King, Jr. Day,
                          Presidents' Day, Good Friday, Memorial Day,
                          Independence Day, Labor Day, Thanksgiving, Christmas
                          Eve, and Christmas.

                        - Purchase requests received by The One Group Services
                          Company before 4 p.m. Eastern Time ("ET") will be
                          effective that day. On occasion, the NYSE will close
                          before 4 p.m. ET. When that happens, purchase requests
                          received after the NYSE closes will be effective the
                          following business day.

                        - Purchase orders for Class I shares 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. ET on the business day after the order is
                          placed.

                        - 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.

HOW MUCH DO
SHARES COST?            - Shares are sold at net asset value ("NAV").

                        - 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 following the close of the NYSE at 4:00
                          p.m. ET. On occasion, the NYSE will close before 4
                          p.m. ET. When that happens, NAV will be calculated as
                          of the time the NYSE closes.
<PAGE>   621

20

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 per Fund
                            ($100 for employees of Bank One Corporation and its
                            affiliates). The minimum initial investment for an
                            IRA and 403(b) is $250.

                          - Subsequent investments must be at least $25 per
                            Fund.

                          - The One Group Services Company may waive these
                            minimums.

                        3. Execute a purchase order through your Wingspan
                           Investment Account.

                        4. Send a personal check (unless you choose to pay by
                           wire or bank transfer) payable to "Wingspan
                           Investment Services, Inc." to:

                            WINGSPAN INVESTMENT SERVICES, INC.
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670

                          If you choose to pay by wire, please call The One
                          Group Services Company at 1-800-480-4111.


                        5. All checks must be in U.S. dollars. Wingspan
                           Investment Services will accept third party checks
                           only if accompanied by an AMA deposit slip.



                        6. If you redeem shares purchased under the Systematic
                           Investment Plan (see below) or that were purchased by
                           check, One Group will delay forwarding your
                           redemption proceeds until payment has been collected
                           from your bank. One Group generally receives payment
                           within ten (10) calendar days of purchase.



                        7. If you have any questions, contact Wingspan
                           Investment Services at 1-800-977-WING.


CAN I PURCHASE SHARES
  OVER THE TELEPHONE?   Yes. Simply select this option on your Wingspan
                        Investment Account Application Form and then:
                        - Contact Wingspan Investment Services, Inc. at
                          1-800-977-WING to relay your purchase instructions.

                        - Authorize a bank transfer or initiate a wire transfer
                          to the following wire address:

                            CHASE MANHATTAN BANK
                            ABA 021000021
                            DLJ PERSHING DIVISION
                            ACCOUNT 930-1-032992
                            FOR FURTHER CREDIT TO:
                            YOUR NAME
                            YOUR WINGSPAN INVESTMENT
                            ACCOUNT NUMBER (EX: 123456789)

                        - You may revoke your right to make purchases over the
                          telephone by sending a letter to:

                            WINGSPAN INVESTMENT SERVICES
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670
<PAGE>   622

                                                                              21

CAN I AUTOMATICALLY
INVEST ON A SYSTEMATIC
  BASIS?                Yes. After your Wingspan Investment Account is
                        established, you may purchase additional Class I shares
                        by making automatic monthly investments from your bank
                        account. The minimum initial investment is still $1,000
                        per Fund, but minimum automatic additions are only $25
                        per Fund. The One Group Services Company may waive these
                        minimums. To establish a Systematic Investment Plan:

                        - Select the "Systematic Investment Plan" option on your
                          Wingspan Investment Account 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 five (5) calendar days.

                        - One Group currently does not charge for this service,
                          but may impose a charge in the future.

                        - You may revoke your right to make systematic
                          investments by calling Wingspan Investment Services,
                          Inc. at 1-800-977-WING or by sending a letter to:

                            WINGSPAN INVESTMENT SERVICES, INC.
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670

- --------------------------------------------------------------------------------
EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           You may make the following exchanges:

                        - Class I shares of a Fund may be exchanged for Class A
                          shares of that Fund or for Class A or Class I shares
                          of another One Group Fund.

                        One Group Funds offer a Systematic Exchange Privilege
                        which allows you to automatically exchange shares of one
                        fund to another on a monthly or quarterly basis. This
                        privilege is useful in Dollar Cost Averaging. To learn
                        more about it, please call Wingspan Investment Services
                        at 1-800-977-WING.

                        One Group does not charge a fee for this privilege. In
                        addition, 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., ET.

                        - One Group has 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 Wingspan Investment Services, Inc..

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 Class I 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).
<PAGE>   623

22

   ARE EXCHANGES TAXABLE?
                        Generally:

                        - An exchange between classes of shares of the same Fund
                          is not taxable for Federal income tax purposes.

                        - 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,
                          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, 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. ET (or when the NYSE closes) will be
                        effective that day.

                        - As your Shareholder Servicing Agent, Wingspan
                          Investment Services, Inc. is responsible for sending
                          your redemption order to the Funds. Wingspan
                          Investment Services may have a different cut-off time
                          than do the Funds.

 HOW DO I
 REDEEM SHARES?         Unless you have selected the telephone option on your
                        Wingspan Investment Account Form, you must send a
                        written redemption request to Wingspan Investment
                        Services, Inc. at the following address:

                            WINGSPAN INVESTMENT SERVICES, INC.
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670

                        - All requests for redemptions from IRA accounts must be
                          in writing.

                        - You may request redemption forms by calling Wingspan
                          Investment Services, Inc. at 1-800-977-WING.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. Wingspan Investment Services, Inc.

                        - Your redemption proceeds will be paid within seven
                          days after receipt of the redemption request.
<PAGE>   624

                                                                              23

WHAT WILL MY SHARES BE
  WORTH?
                        - If the Fund receives your redemption request by 4:00
                          p.m. ET (or when the NYSE closes), you will receive
                          that day's NAV.

CAN I REDEEM BY
  TELEPHONE?            Yes, if you selected this option on your Wingspan
                        Investment Account Form.

                        - Call Wingspan Investment Services, Inc. at
                          1-800-977-WING to relay your redemption request.

                        - Your redemption proceeds will be mailed or wired to
                          the commercial bank account you designated on your
                          Wingspan Investment Account Form.

                        - 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 your
                          Wingspan Investment Account 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 are age 70 1/2, you may elect to receive
                             payments to the extent that the payment represents
                             a minimum required distribution from your One Group
                             IRA or other One Group qualifying retirement plan.


                          2. 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>   625

24

   ADDITIONAL INFORMATION
    REGARDING REDEMPTIONS
- -------------------------
                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more of a
                          Fund's assets, the Fund reserves the right to pay part
                          or all of your redemption proceeds in readily
                          marketable securities instead of cash. If payment is
                          made in securities, the Fund will value the securities
                          selected in the same manner in which it computes its
                          NAV. This process minimizes the effect of large
                          redemptions on the Fund.

                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          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, One Group charges a sub-minimum account
                          fee. Accounts under $800 that are not participating in
                          a Systematic Investment Plan will be assessed an
                          annual fee of $10.00 per Fund. The sub-minimum account
                          fee will not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the New York Stock Exchange ("NYSE") is
                             restricted.

                          2. The NYSE is closed (other than weekend and holiday
                             closings).

                          3. The SEC has permitted a suspension.

                          4. An emergency exists.

                          The Statement of Additional Information offers more
                        details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.

- --------------------------------------------------------------------------------
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.

        DIVIDEND POLICIES

- -------------------------
                        DIVIDENDS. Except for the International Equity Index
                        Fund, the Funds generally declare dividends on the last
                        business day of each quarter. The International Equity
                        Index Fund generally declares dividends on the last
                        business day of each year. Dividends for the Funds are
                        distributed on the first business day of the next month
                        after they are declared. Capital gains, if any, for all
                        Funds are distributed at least annually.

<PAGE>   626

                                                                              25

                        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 Class I shares will be more than
                        those payable on other classes of shares.

                        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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may call Wingspan Investment Sercices, Inc. at
                        1-800-977-WING to make this change.

            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, for this purpose, the
                        excess of net short-term capital gains over net
                        long-term capital losses and net capital gains (i.e.,
                        the excess of net long-term capital gains over net
                        short-term capital losses) 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 distributions from a Fund's
                        long-term capital gains will be taxable to you as such,
                        regardless of how long you have held the shares.
                        Distributions are taxable to you even if they are paid
                        from income or gains earned by a Fund prior to your
                        investment (and thus were included in the price you
                        paid).

                        Dividends paid in January, but declared in October,
                        November or December of the previous year, will be
                        considered to have been paid in the previous year.
<PAGE>   627

26

              TAXATION OF
         RETIREMENT PLANS
- -------------------------
                        Distributions by the Funds to qualified retirement plans
                        generally 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 Wingspan Investment Services,
                        Inc. at 300 S. Riverside Plaza, Suite 0860, Chicago, IL
                        60670 or 1-800-977-WING.

                REPORTING
- -------------------------
                        In March and September you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   628

                                                                              27
ONE GROUP(R)

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

                                   Management of
                                   One Group Mutual Funds

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

          THE ADVISOR   Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.


- --------------------------------------------------------------------------------
       ADVISORY FEES    Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates:

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


<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
                                     FUND                  AVERAGE DAILY NET ASSETS
                                     <S>                 <C>
                                     One Group(R)
                                       Equity Index
                                       Fund                          .14%
                                     ------------------------------------------------
                                     One Group(R)
                                       International
                                       Equity Index
                                       Fund(1)                       .55%
                                     ------------------------------------------------
</TABLE>


                        (1) Includes fees paid by Banc One Investment
                            Advisors to Independence International, the
                            former sub-advisor to the International Equity
                            Index Fund.


                        The Market Expansion Index Fund began operations on July
                        31, 1998 and does not have a full fiscal year of
                        advisory fees. Under the investment advisory agreement
                        with the Fund, Banc One Investment Advisors is entitled
                        to a fee, which is calculated daily and paid monthly, of
                        .35% of the average daily net assets of the Market
                        Expansion Index Fund.

<PAGE>   629

28

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

             YEAR 2000
             READINESS
            DISCLOSURE  The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   630

                                                                              29
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Equity Index Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements, is incorporated by the in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS I                                                          1999         1998        1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>         <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $    27.16    $  21.80    $ 16.66     $  14.03    $  11.59
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                      0.31        0.33       0.35         0.33        0.32
  Net realized and unrealized gains (losses) from
    investments                                                     5.54        5.98       5.27         3.16        2.59
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                    5.85        6.31       5.62         3.49        2.91
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.30)      (0.32)     (0.33)       (0.33)      (0.29)
  In excess of net investment income                                   -           -          -        (0.01)      (0.02)
  Net realized gains                                               (0.92)      (0.63)     (0.15)       (0.52)      (0.16)

Total Distributions                                                (1.22)      (0.95)     (0.48)       (0.86)      (0.47)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $    31.79    $  27.16    $ 21.80     $  16.66    $  14.03
- --------------------------------------------------------------------------------------------------------------------------------
Total Return                                                      22.50%      29.73%     34.30%       25.47%      25.79%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $1,855,947    $671,422    $480,819    $321,058    $234,895
  Ratio of expenses to average net assets                          0.35%       0.35%      0.30%        0.30%       0.33%
  Ratio of net investment income to average net assets             1.14%       1.37%      1.87%        2.18%       2.57%
  Ratio of expenses to average net assets*                         0.57%       0.62%      0.61%        0.59%       0.66%
  Ratio of net investment income to average net assets*            0.92%       1.10%      1.56%        1.89%       2.24%
  Portfolio turnover(A)                                            5.37%       4.32%      5.81%        9.08%       2.71%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.

<PAGE>   631

30
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS

                           Market Expansion Index Fund



The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCoopers' report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                 SIX MONTHS         JULY 31, 1998
                                                                   ENDED           TO DECEMBER 31,
CLASS I                                                       JUNE 30, 1999(E)         1998(A)
- ----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                              $ 10.52              $ 10.00
- ----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                       0.03                 0.03
  Net realized and unrealized gains (losses) from
    investments                                                      0.40                 0.93
- ----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                     0.43                 0.96
- ----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                             (0.03)               (0.03)
  Net realized gain                                                 (0.29)               (0.41)

Total Distributions                                                 (0.32)               (0.44)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                    $ 10.63              $ 10.52
- ----------------------------------------------------------------------------------------------------------
Total Return                                                        4.54%(B)             9.91%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                               $28,871              $27,483
  Ratio of expenses to average net assets                           0.57%(C)             0.56%(C)
  Ratio of net investment income to average net assets*             0.68%(C)             0.75%(C)
  Ratio of expenses to average net assets*                          0.97%(C)             1.12%(C)
  Ratio of net investment income to average net assets*             0.28%(C)             0.19%(C)
  Portfolio turnover(D)                                            36.50%               20.18%
</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) Upon
  reorganizing as a fund of One Group, the Pegasus Market Expansion Index Fund
  became One Group Market Expansion Index Fund. Financial highlights for periods
  prior to March 22, 1999 represent the Pegasus Market Expansion Index Fund.

<PAGE>   632

                                                                              31
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           International Equity Index Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund's financial statements, is incorporated by the in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                 YEAR ENDED JUNE 30,
                                                             ------------------------------------------------------------
CLASS I                                                        1999         1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $  17.97     $  16.89     $  15.17     $  13.93     $  13.46
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.19         0.21         0.15         0.11         0.13
  Net realized and unrealized gains (losses) from
    investments                                                  1.71         1.32         2.02         1.43         0.46
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 1.90         1.53         2.17         1.54         0.59
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.39)       (0.02)       (0.17)       (0.16)       (0.08)
  In excess of net investment income                                -            -        (0.13)       (0.02)           -
  Net realized gains                                            (0.85)       (0.43)       (0.15)       (0.12)       (0.04)

Total Distributions                                             (1.24)       (0.45)       (0.45)       (0.30)       (0.12)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  18.63     $  17.97     $  16.89     $  15.17     $  13.93
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                   11.27%        9.54%       14.64%       11.22%        4.20%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                          $657,902     $586,741     $449,949     $347,790     $218,299
  Ratio of expenses to average net assets                       0.85%        0.88%        0.86%        0.97%        1.04%
  Ratio of net investment income to average net assets          1.03%        1.29%        1.00%        1.04%        1.25%
  Ratio of expenses to average net assets*                      0.85%        0.88%        0.86%        1.00%        1.04%
  Ratio of net investment income to average net assets*         1.03%        1.29%        1.00%        1.01%        1.25%
  Portfolio turnover(A)                                        33.99%        9.90%        9.61%        6.28%        4.67%
</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.

<PAGE>   633

32
ONE GROUP(R)

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

                                    Appendix A

- --------------------------------------------------------------------------------
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>
                                                  One Group(R) Equity Index Fund       1
                                      ------------------------------------------------------
                                        One Group(R) Market Expansion Index Fund       2
                                      ------------------------------------------------------
                                         One Group(R) International Equity Index
                                                                            Fund       3
                                      ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes,        1-3            Market
                                      bonds, STRIPS, and CUBES.
                                      ---------------------------------------------------------------------------------
                                      Treasury Receipts: TRS, TIGRs, and CATS.        1-3            Market
                                      ---------------------------------------------------------------------------------
                                      U.S. Government Agency Securities:              1-3            Market
                                      Securities issued by agencies and                              Credit
                                      instrumentalities of the U.S. Government.
                                      These include Ginnie Mae, Fannie Mae, and
                                      Freddie Mac.
                                      ---------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable             1-3            Market
                                      instruments with a stated maturity.                            Credit
                                                                                                     Liquidity
                                      ---------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts          1-3            Liquidity
                                      issued by a bank in exchange for the deposit                   Credit
                                      of funds.                                                      Market
                                      ---------------------------------------------------------------------------------
                                      Common Stock: Shares of ownership of a          1-3            Market
                                      company.
                                      ---------------------------------------------------------------------------------
</TABLE>
<PAGE>   634

                                                                              33

<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Repurchase Agreements: The purchase of a        1-3            Credit
                                      security and the simultaneous commitment to                    Market
                                      return the security to the seller at an                        Liquidity
                                      agreed upon price on an agreed upon date.
                                      This is treated as a loan.
                                      ---------------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a    1-3            Market
                                      security and the simultaneous commitment to                    Leverage
                                      buy the security back at an agreed upon
                                      price on an agreed upon date. This is
                                      treated as a borrowing by a Fund.
                                      ---------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to        1-3            Credit
                                      33 1/3% of the Fund's total assets. In                         Market
                                      return the Fund will receive cash, other                       Leverage
                                      securities, and/or letters of credit as
                                      collateral.
                                      ---------------------------------------------------------------------------------
                                      When-Issued Securities and Forward              1-3            Market
                                      Commitments: Purchase or contract to                           Leverage
                                      purchase securities at a fixed price for                       Liquidity
                                      delivery at a future date.                                     Credit
                                      ---------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of        1-3            Market
                                      other mutual funds, including One Group
                                      money market funds and shares of other money
                                      market funds 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      1-3            Market
                                      stock that convert to common stock.                            Credit
                                      ---------------------------------------------------------------------------------
                                      Call and Put Options: A call option gives       1-3            Management
                                      the buyer the right to buy, and obligates                      Liquidity
                                      the seller of the option to sell, a security                   Credit
                                      at a specified price. A put option gives the                   Market
                                      buyer the right to sell, and obligates the                     Leverage
                                      seller of the option to buy, a security at a
                                      specified price. The Funds will sell only
                                      covered call and secured put options.
                                      ---------------------------------------------------------------------------------
                                      Futures and Related Options: A contract         1-3            Management
                                      providing for the future sale and purchase                     Market
                                      of a specified amount of a specified                           Credit
                                      security, class of securities, or an index                     Liquidity
                                      at a specified time in the future and at a                     Leverage
                                      specified price.
                                      ---------------------------------------------------------------------------------
</TABLE>
<PAGE>   635

34


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Real Estate Investment Trusts ("REITS"):        1-3            Liquidity
                                      Pooled investment vehicles which invest                        Management
                                      primarily in income producing real estate or                   Market
                                      real estate related loans or interest.                         Regulatory
                                                                                                     Tax
                                                                                                     Pre-payment
                                      ---------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or      1-3            Credit
                                      time drafts drawn on and accepted by a                         Liquidity
                                      commercial bank. Maturities are generally                      Market
                                      six months or less.
                                      ---------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured         1-3            Credit
                                      short-term promissory notes issued by                          Liquidity
                                      corporations and other entities. Maturities                    Market
                                      generally vary from a few days to nine
                                      months.
                                      ---------------------------------------------------------------------------------
                                      Foreign Securities: Stocks issued by foreign    1-3            Market
                                      companies, as well as commercial paper of                      Political
                                      foreign issuers and obligations of foreign                     Liquidity
                                      banks, overseas branches of U.S. banks and                     Foreign Investment
                                      supranational entities. Includes American
                                      Depository Receipts and Global Depository
                                      Receipts, and American Depository
                                      Securities.
                                      ---------------------------------------------------------------------------------
                                      Restricted Securities: Securities not           1-3            Liquidity
                                      registered under the Securities Act of 1933,                   Market
                                      such as privately placed commercial paper
                                      and Rule 144A securities.
                                      ---------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:         1-3            Credit
                                      Obligations with interest rates which are                      Liquidity
                                      reset daily, weekly, quarterly or some other                   Market
                                      period and which may be payable to the Fund
                                      on demand.
                                      ---------------------------------------------------------------------------------
                                      Warrants: Securities, typically issued with     1-3            Market
                                      preferred stock or bonds, that give the                        Credit
                                      holder >the right to buy a proportionate
                                      amount of common stock at a specified price.
                                      ---------------------------------------------------------------------------------
                                      Preferred Stock: A class of stock that          1-3            Market
                                      generally pays a dividend at a specified
                                      rate and has preference over common stock in
                                      the payment of dividends and in liquidation.
                                      ---------------------------------------------------------------------------------
</TABLE>

<PAGE>   636

                                                                              35


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Swaps, Caps and Floors: A Fund may enter        1-3            Management
                                      into these transactions to manage its                          Credit
                                      exposure to changing interest rates and                        Liquidity
                                      other factors. Swaps involve an exchange of                    Market
                                      obligations by two parties. Caps and floors
                                      entitle a purchaser to a principal 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.
                                      ---------------------------------------------------------------------------------
                                      New Financial Products: New options and         1-3            Management
                                      futures contracts and other financial                          Credit
                                      products continue to be developed and the                      Market
                                      Funds may invest in such options, contracts                    Liquidity
                                      and products.
                                      ---------------------------------------------------------------------------------
                                      Structured Instruments: Debt securities         2, 3           Market
                                      issued by agencies and instrumentalities of                    Liquidity
                                      the U.S. government, banks, municipalities,                    Management
                                      corporations and other businesses whose                        Credit
                                      interest and/or principal payments are                         Foreign Investment
                                      indexed to foreign currency exchange rates,
                                      interest rates, or one or more other
                                      referenced indices.
                                      ---------------------------------------------------------------------------------
                                      Obligations of Supranational Agencies:          3              Credit
                                      Obligations of supranational agencies who                      Foreign Investment
                                      are chartered to promote economic
                                      development and are supported by various
                                      governments and governmental agencies.
                                      ---------------------------------------------------------------------------------
                                      Currency Futures and Related Options: The       3              Management
                                      Funds may engage in transactions in                            Liquidity
                                      financial futures and related options, which                   Credit
                                      are generally described above. The Funds                       Market
                                      will enter into these transactions in                          Political
                                      foreign currencies for hedging purposes                        Leverage
                                      only.                                                          Foreign Investment
                                      ---------------------------------------------------------------------------------
                                      Forward Foreign Exchange Transactions:          3              Management
                                      Contractual agreement to purchase or sell                      Liquidity
                                      one specified currency for another currency                    Credit
                                      at a specified future date and price. The                      Market
                                      Funds will enter into forward foreign                          Political
                                      exchange transactions for hedging purposes                     Leverage
                                      only.                                                          Foreign Investment
                                      ---------------------------------------------------------------------------------
</TABLE>

<PAGE>   637

36

<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Index Shares: Ownership interests in unit       1, 2           Market
                                      investment trusts and other pooled
                                      investment vehicles that hold a portfolio of
                                      securities or stocks designed to track the
                                      price performance and dividend yield of a
                                      particular index such as Standard & Poor's
                                      Depository Receipts ("SPDRs") and Nasdaq
                                      100's. The Equity Index Fund invests only in
                                      SPDRs.
</TABLE>

- --------------------------------------------------------------------------------
 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 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.
<PAGE>   638

                                                                              37

                        - 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 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
                          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
                          lender has when a borrower defaults on 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.

                        - Zero Coupon Risk. The market prices of securities
                          structured as zero coupon or pay-in-kind securities
                          are generally affected to a greater extent by interest
                          rate changes. These securities tend to be more
                          volatile than securities which pay interest
                          periodically.
<PAGE>   639

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.


                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by calling 1 800-480-4111 or by writing the Funds
                        at:


                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-230                             [LOGO]

<PAGE>   640
MONEY MARKET FUNDS
SERVICE CLASS SHARES

                                   PROSPECTUS

                                November 1, 1999

                                                                [ONE GROUP LOGO]

One Group(R) Prime Money Market Fund
One Group(R) U.S. Treasury Securities Money Market Fund
One Group(R) Municipal Money Market Fund

The Securities and Exchange Commission has not approved or disapproved the
shares of any of the Funds as an investment or determined whether this
prospectus is accurate or complete. Anyone who tells you otherwise is committing
a crime.

For Use by Wingspan Investment Services, Inc.


<PAGE>   641

       TABLE OF
            CONTENTS


<TABLE>
<C>                                                           <S>
             FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE
                           One Group Prime Money Market Fund  2
                                                              ---------
        One Group U.S. Treasury Securities Money Market Fund  6
                                                              ---------
                       One Group Municipal Money Market Fund  10
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  14
                                                              ---------
                                            Investment Risks  16
                                                              ---------
                                         Investment Policies  16
                                                              ---------
                              Portfolio Quality and Maturity  17
                                                              ---------
                               Temporary Defensive Positions  18
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  19
                                                              ---------
                                               Sales Charges  21
                                                              ---------
                                      Exchanging Fund Shares  21
                                                              ---------
                                       Redeeming Fund Shares  22
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  24
                                                              ---------
                                           Dividend Policies  24
                                                              ---------
                               Tax Treatment of Shareholders  24
                                                              ---------
                                       Shareholder Inquiries  26
                                                              ---------
</TABLE>


<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  27
                                                              ---------
                                               Advisory Fees  27
                                                              ---------
                              Year 2000 Readiness Disclosure  28
                                                              ---------
</TABLE>



<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  29
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  32
                                                              ---------
</TABLE>

<PAGE>   642
FUND SUMMARIES
Investments, Risk & Performance
<PAGE>   643

2
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                    Prime Money Market Fund

WHAT IS THE GOAL OF THE
  PRIME MONEY MARKET
  FUND?                 The Fund seeks current income with liquidity and
                        stability of principal.


WHAT ARE THE PRIME MONEY
  MARKET FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests exclusively in high quality, short-term
                        money market instruments. These instruments include
                        corporate notes, commercial paper, funding agreements,
                        certificates of deposit, bank obligations and deposit
                        notes. The Fund will concentrate in the financial
                        services industry, including asset-backed commercial
                        paper programs. The Fund will comply with SEC rules
                        applicable to all money market funds, including Rule
                        2a-7 under the Investment Company Act of 1940. For more
                        information about the Prime Money Market Fund's
                        investment strategies, please read "More About the
                        Funds" and "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  PRIME MONEY MARKET
  FUND?                 The main risks of investing in the Prime Money Market
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. Before you invest,
                        please read "More About the Funds" and "Investment
                        Risks."
<PAGE>   644

                                                                               3

- ------------------------------------
                           Prime Money Market Fund

              MAIN RISKS
- ------------------------
                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because 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 also decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.


                        Concentration. The Fund will invest a significant
                        portion of its assets in the securities of companies in
                        the financial services industry. Because of the Fund's
                        greater exposure to that industry, economic, political
                        and regulatory developments affecting the financial
                        services industry will have a disproportionate impact on
                        the Fund. These developments include changes in interest
                        rates, earlier than expected repayments by borrowers, an
                        inability to achieve the same yield on the reinvestment
                        of prepaid obligations, and Federal and state laws which
                        may restrict the remedies that a lender has when a
                        borrower defaults on a loan.


                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   645

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Prime Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year- by-year results.


HOW HAS THE PRIME MONEY
  MARKET FUND PERFORMED?By showing the variability of the Prime Money Market
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE PRIME
                        MONEY MARKET FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                         TOTAL RETURN CLASS I
                                                                         --------------------
<S>                                                           <C>
1989                                                                             9.05
1990                                                                             7.90
1991                                                                             5.88
1992                                                                             3.58
1993                                                                             2.97
1994                                                                             4.09
1995                                                                             5.83
1996                                                                             5.20
1997                                                                             5.32
1998                                                                             5.30
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.56%. Service Class shares commenced operations
                            on April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus. The returns are for Class I shares
                            which are not offered in this prospectus. Class I
                            shares would have substantially similar annual
                            returns because the shares are invested in the
                            same portfolio of securities and the annual
                            returns would differ only to the extent that the
                            classes do not have the same expenses.


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

        Best Quarter:  2.34%  2Q1989       Worst Quarter:  .72%  2Q1993

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


          AVERAGE ANNUAL TOTAL RETURNS (1) through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS       10 YEARS          LIFE
                   CLASS I                                                             (since 8/1/85)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Prime Money Market Fund           5.30%         5.15%         5.50%            5.73%
</TABLE>



                        (1) Service Class shares commenced operations on
                            April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus. The returns are for Class I shares
                            which are not offered in this prospectus. Class I
                            shares would have substantially similar annual
                            returns because the shares are invested in the
                            same portfolio of securities and the annual
                            returns would differ only to the extent that the
                            classes do not have the same expenses.



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   646

                                                                               5

- ------------------------------------
                           Prime Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or continued to hold
them at the end of the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below. There
is no sales charge (load) on
reinvested dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                  SERVICE CLASS
                                     ------------------------------------------------------------------------------------
                                     <S>                                                            <C>           <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                    NONE
                                     ------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                                NONE
                                     ------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                      NONE
                                     ------------------------------------------------------------------------------------
                                     Exchange Fee                                                        NONE
                                     ------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)              SERVICE CLASS
                                     ------------------------------------------------------------------------------------
                                     <S>                                                            <C>           <C>
                                     Investment Advisory Fees                                            .35%
                                     ------------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                          .75%
                                     ------------------------------------------------------------------------------------
                                     Other Expenses                                                      .19%
                                     ------------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                               1.29%
                                     ------------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)                        (.22%)
                                     ------------------------------------------------------------------------------------
                                     Net Expenses                                                       1.07%
                                     ------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.07% for Service Class shares for the period
                            beginning November 1, 1999 and ending on October
                            31, 2000.


<TABLE>
<CAPTION>
                                                       SERVICE CLASS (2)
                                     ----------------------------------------
                                     <S>               <C>               <C>
                                     1 Year (1)             $  109
                                     ----------------------------------------
                                     3 Years                   387
                                     ----------------------------------------
                                     5 Years                   686
                                     ----------------------------------------
                                     10 Years                1,537
                                     ----------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Service Shares would be $131.


                        (2) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   647

6
ONE GROUP(R)

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

                        FUND SUMMARY: INVESTMENTS, RISK &
PERFORMANCE

                        U.S. Treasury Securities
                        Money Market Fund

WHAT IS THE GOAL OF THE
  U.S. TREASURY
  SECURITIES MONEY
  MARKET FUND?          The Fund seeks current income with liquidity and
                        stability of principal.

WHAT ARE THE U.S.
  TREASURY SECURITIES
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests exclusively in short-term U.S. Treasury
                        obligations including repurchase agreements
                        collateralized by such Treasury obligations and
                        when-issued securities, U.S. Treasury bills, notes and
                        other securities issued or backed by the U.S.
                        Government. The Fund will comply with SEC rules
                        applicable to all money market funds, including Rule
                        2a-7 under the Investment Company Act of 1940. For more
                        information about the U.S. Treasury Securities Money
                        Market Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  U.S. TREASURY
  SECURITIES MONEY
  MARKET FUND?          The main risks of investing in the U.S. Treasury
                        Securities Money Market Fund and the circumstances
                        likely to adversely affect your investment are described
                        below. Before you invest, please read "More About the
                        Funds" and "Investment Risks."
<PAGE>   648

                                                                               7

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

                          U.S. Treasury Securities
                          Money Market Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   649

8
ONE GROUP(R)

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

                           FUND SUMMARY
                          U.S. Treasury Securities
                          Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year- by-year
results.


HOW HAS THE U.S. TREASURY
  SECURITIES MONEY MARKET
  FUND PERFORMED?       By showing the variability of the U.S. Treasury
                        Securities Money Market Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE U.S. TREASURY SECURITIES MONEY MARKET
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                         TOTAL RETURN CLASS I
                                                                         --------------------
<S>                                                           <C>
1989                                                                             8.80
1990                                                                             7.55
1991                                                                             5.51
1992                                                                             3.32
1993                                                                             2.81
1994                                                                             3.85
1995                                                                             5.62
1996                                                                             5.08
1997                                                                             5.13
1998                                                                             5.03
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.33%. Service Class shares commenced operations
                            on April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus. The returns are for Class I shares
                            which are not offered in this prospectus. Class I
                            shares would have substantially similar annual
                            returns because the shares are invested in the
                            same portfolio of securities and the annual
                            returns would differ only to the extent that the
                            classes do not have the same expenses.


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

                        Best Quarter:  2.28%  2Q1989
                        Worst Quarter:  .69%  2Q1993

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


                        AVERAGE ANNUAL TOTAL RETURNS (1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR       5 YEARS       10 YEARS          LIFE
                             CLASS I                                                                       (since 9/9/85)
   <S>                                                             <C>          <C>           <C>         <C>
   One Group U.S. Treasury Securities Money Market Fund            5.03%         4.94%         5.26%            5.46%
</TABLE>



                        (1) Service Class shares commenced operations on
                            April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus. The returns are for Class I shares
                            which are not offered in this prospectus. Class I
                            shares would have substantially similar annual
                            returns because the shares are invested in the
                            same portfolio of securities and the annual
                            returns would differ only to the extent that the
                            classes do not have the same expenses.



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   650

                                                                               9

- ------------------------------------
                           U.S. Treasury Securities
                           Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or continued to hold
them at the end of the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
fund's operating expenses
remain the same. Your actual
costs may be higher or lower,
than those shown below. There
is no sales charge (load) on
reinvested dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                  SERVICE CLASS
                                     ------------------------------------------------------------------------------------
                                     <S>                                                            <C>           <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                    NONE
                                     ------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                                NONE
                                     ------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                      NONE
                                     ------------------------------------------------------------------------------------
                                     Exchange Fee                                                        NONE
                                     ------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)              SERVICE CLASS
                                     ------------------------------------------------------------------------------------
                                     <S>                                                            <C>           <C>
                                     Investment Advisory Fees                                            .35%
                                     ------------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                          .75%
                                     ------------------------------------------------------------------------------------
                                     Other Expenses                                                      .19%
                                     ------------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                               1.29%
                                     ------------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)                        (.22%)
                                     ------------------------------------------------------------------------------------
                                     Net Expenses                                                       1.07%
                                     ------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.07% for Service Class shares for the period
                            beginning November 1, 1999 and ending on October
                            31, 2000.


<TABLE>
<CAPTION>
                                                          SERVICE CLASS (2)
                                     ----------------------------------------------
                                     <S>                  <C>               <C>
                                     1 Year (1)                $  109
                                     ----------------------------------------------
                                     3 Years                      387
                                     ----------------------------------------------
                                     5 Years                      686
                                     ----------------------------------------------
                                     10 Years                   1,537
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Service Shares would be $131.


                        (2) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   651

10
ONE GROUP(R)

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

                                   FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                                   Municipal Money
                                   Market Fund

WHAT IS THE GOAL OF THE
  MUNICIPAL MONEY MARKET
  FUND?                 The Fund seeks as high a level of current interest
                        income exempt from Federal income tax as is consistent
                        with liquidity and stability of principal.

WHAT ARE THE MUNICIPAL
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests in high quality, short-term money
                        market instruments. These instruments include short-term
                        municipal securities, which provide tax-exempt income.
                        The Fund will comply with SEC rules applicable to all
                        money market funds, including Rule 2a-7 under the
                        Investment Company Act of 1940. For more information
                        about the Municipal Money Market Fund's investment
                        strategies, please read "More About the Funds" and
                        "Principal Investment Strategies."

WHAT ARE MUNICIPAL
  SECURITIES?           Municipal securities are bonds and notes issued by
                        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. The securities are issued to
                        raise funds for various public and private purposes.

HOW WILL MY INVESTMENT
  BE TAXED?             Up to 100% of the Fund's assets may be invested in
                        municipal securities, the interest on which may be
                        subject to the Federal alternative minimum tax for
                        individuals. 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.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  MUNICIPAL MONEY
  MARKET FUND?          The main risks of investing in the Municipal Money
                        Market Fund and the circumstances likely to adversely
                        affect your investment are described below. Before you
                        invest, please read "More About the Funds" and
                        "Investment Risks."
<PAGE>   652

                                                                              11

- ------------------------------------
                           Municipal Money Market Fund

                MAIN RISKS
- --------------------------
                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal, the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.

                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   653

12
ONE GROUP(R)

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

                           FUND SUMMARY
                           Municipal Money Market Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year- by-year results.


HOW HAS THE MUNICIPAL
  MONEY MARKET FUND
  PERFORMED?            By showing the variability of the Municipal Money Market
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        MUNICIPAL MONEY MARKET FUND IS NOT NECESSARILY AN
                        INDICATION OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                         TOTAL RETURN CLASS I
                                                                         --------------------
<S>                                                           <C>
1989                                                                             6.11
1990                                                                             5.77
1991                                                                             4.37
1992                                                                             2.49
1993                                                                             2.10
1994                                                                             2.54
1995                                                                             3.60
1996                                                                             3.13
1997                                                                             3.31
1998                                                                             3.10
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.07%. Service Class shares commenced operations
                            on April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus. The returns are for Class I shares
                            which are not offered in this prospectus. Class I
                            shares would have substantially similar annual
                            returns because the shares are invested in the
                            same portfolio of securities and the annual
                            returns would differ only to the extent that the
                            classes do not have the same expenses.


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

                        Best Quarter:  1.58%  2Q1989
                        Worst Quarter:  .49%  1Q1994

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


                        AVERAGE ANNUAL TOTAL RETURNS (1) through December 31,
                        1998

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


<TABLE>
<CAPTION>
                                                                   1 YEAR      5 YEARS      10 YEARS           LIFE
                             CLASS I                                                                      (since 6/4/87)
   <S>                                                             <C>         <C>          <C>         <C>
   One Group Municipal Money Market Fund                           3.10%        3.13%        3.64%            3.80%
</TABLE>



                        (1) Service Class shares commenced operations on
                            April 16, 1999 and do not have a full calendar
                            year of investment returns as of the date of this
                            Prospectus. The returns are for Class I shares
                            which are not offered in this prospectus. Class I
                            shares would have substantially similar annual
                            returns because the shares are invested in the
                            same portfolio of securities and the annual
                            returns would differ only to the extent that the
                            classes do not have the same expenses.



                        TO OBTAIN CURRENT YIELD INFORMATION, CALL TOLL-FREE
                        1-800-480-4111 OR VISIT WWW.ONEGROUP.COM.

<PAGE>   654

                                                                              13

- ------------------------------------
                           Municipal Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ------------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)                  SERVICE CLASS
                                     ------------------------------------------------------------------------------------
                                     <S>                                                            <C>           <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                    NONE
                                     ------------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                                NONE
                                     ------------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                      NONE
                                     ------------------------------------------------------------------------------------
                                     Exchange Fee                                                        NONE
                                     ------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (2)              SERVICE CLASS
                                     ------------------------------------------------------------------------------------
                                     <S>                                                            <C>           <C>
                                     Investment Advisory Fees                                            .35%
                                     ------------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                          .75%
                                     ------------------------------------------------------------------------------------
                                     Other Expenses                                                      .20%
                                     ------------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                               1.30%
                                     ------------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (3)                        (.28%)
                                     ------------------------------------------------------------------------------------
                                     Net Expenses                                                       1.02%
                                     ------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum
                            account fee may be applicable and a $7.00 charge
                            may be deducted from redemption amounts paid by
                            wire.

                        (2) Expense Information has been restated to reflect
                            current fees.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            1.02% for Service Class shares for the period
                            beginning November 1, 1999 and ending on October
                            31, 2000.


<TABLE>
<CAPTION>
                                                          SERVICE CLASS (2)
                                     ----------------------------------------------
                                     <S>                  <C>               <C>
                                     1 Year (1)                $  104
                                     ----------------------------------------------
                                     3 Years                      384
                                     ----------------------------------------------
                                     5 Years                      686
                                     ----------------------------------------------
                                     10 Years                   1,543
                                     ----------------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            for Service Shares would be $132.


                        (2) Because of the nature of the shares, investors
                            are not expected to remain in Service Class
                            shares for more than a very limited period of
                            time.
<PAGE>   655

14
ONE GROUP(R)

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

                        More About One Group Mutual Funds

                        Each of the three funds described in this Prospectus is
                        a series of One Group Mutual Funds ("One Group") and is
                        managed by Banc One Investment Advisors Corporation
                        ("Banc One Investment Advisors"). For more information
                        about One Group and Banc One Investment Advisors, please
                        read "Management of One Group Mutual Funds" and the
                        Statement of Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT
   STRATEGIES           The three mutual funds described in this Prospectus are
                        designed to produce high current income consistent with
                        liquidity or capital preservation and stability of
                        principal. The principal investment strategies that are
                        used to meet each Fund's investment objective are
                        described in Fund Summaries: Investments, Risk &
                        Performance in the front of this Prospectus. They are
                        also described below.

                         FUNDAMENTAL POLICIES

              A Fund's investment strategy may involve
              "fundamental policies". A policy is
              fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.

                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        may also use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

- -----
                        ONE GROUP PRIME MONEY MARKET FUND. The Fund invests only
                        in U.S. denominated securities.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund invests exclusively in money market
                          instruments. These include:
                          1. corporate notes.
                          2. commercial paper.
                          3. funding agreements.
                          4. certificates of deposit.
                          5. bank obligations and deposit notes.
<PAGE>   656

                                                                              15

                        - The Fund will invest at least 25% of its total assets
                          in securities issued by companies in the financial
                          services industry, although the Fund may invest less
                          than 25% of its total assets in that industry if
                          warranted due to adverse economic conditions and if
                          investing less than that amount would be in the best
                          interests of shareholders. The financial services
                          industry includes banks, broker-dealers, finance
                          companies and other issuers of asset-backed
                          securities.

                        - The Fund may lend its portfolio's securities.

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual securities in a fund calculated
              so as to count most heavily those
              securities with the highest dollar value.
              Average weighted maturity is important to
              investors as an indication of a fund's
              sensitivity to changes in interest rates.
              The longer the average weighted maturity,
              the more fluctuation in share price you
              can expect.


- -----
                        ONE GROUP U. S. TREASURY SECURITIES MONEY MARKET FUND.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

- -----
                        ONE GROUP MUNICIPAL MONEY MARKET FUND.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - As a matter of fundamental policy, the Fund will
                          invest at least 80% of its total assets in municipal
                          securities.

                        - The Fund will purchase municipal securities only if
                          the issuer receives assurances from its legal counsel
                          that the interest payable on the securities is exempt
                          from Federal personal income tax.

                        - 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" in Appendix
                          A.
<PAGE>   657

16

- --------------------------------------------------------------------------------
 INVESTMENT RISKS       The main risks associated with investing in the Money
                        Market Funds are described in Fund Summaries:
                        Investments, Risk & Performance in the front of this
                        Prospectus. Additional risks are described below.

- -----
                        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.

- -----
                        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 the securities in the Fund, and the value of
                        your investment in a Fund, will increase and decrease as
                        the value of a Fund's investments increase and decrease.

- -----
                        DERIVATIVES. The Prime Money Market Fund and Municipal
                        Money Market Fund invest in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

                        For more information about risks associated with the
                        types of investments that the Money Market Funds
                        purchase, please read the Fund Summaries: Investments,
                        Risk, & Performance, Appendix A and the Statement of
                        Additional Information.

- --------------------------------------------------------------------------------
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.

- -----
                        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.
<PAGE>   658

                                                                              17

                        3. 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 regard to this
                           restriction as permitted by applicable law.

- -----
                        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 (except that the Fund may concentrate
                           its investments in securities issued by companies in
                           the financial services industry). 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 U.S. Treasury Securities Money Market Fund:

                        1. Will invest only in U.S. Treasury obligations and
                           repurchase agreements collateralized by such
                           obligations.

- -----
                        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.

- --------------------------------------------------------------------------------
PORTFOLIO QUALITY AND
   MATURITY             The quality and maturity of money market funds are
                        subject to SEC rules. Quality is generally restricted to
                        the two highest short term ratings or their equivalent.
                        Maturity is limited both as to total portfolio average
                        and as to each individual security. With respect to
                        portfolio average, the rules limit the Fund's average
                        weighted maturity to 90 days. With respect to each
                        individual security, the remaining maturity is
                        restricted to 397 days at acquisition. Moreover, the SEC
                        rules limit exposure to a single issuer to 5% of a money
                        market fund's assets (although there is no limit on
                        government securities).
<PAGE>   659

18

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

TEMPORARY DEFENSIVE
   POSITIONS            To respond to unusual market conditions, the Municipal
                        Money Market Fund may (i) invest all or most of its
                        assets in CASH EQUIVALENTS (i.e., securities that are
                        not municipal securities) and (ii) hold uninvested cash
                        pending investment, for temporary defensive purposes.
                        These investments may result in a lower yield than
                        lower-quality or longer term investments and may prevent
                        the Funds from meeting their investment objectives.


                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.
<PAGE>   660

                                                                              19
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
PURCHASING FUND SHARES

WHERE CAN I BUY SHARES? You may purchase Fund shares from Wingspan Investment
                        Services, Inc., a Shareholder Servicing Agent. Your
                        shares will be held for you by Wingspan Investment
                        Services, Inc.

WHEN CAN I BUY SHARES?  You may purchase Fund shares on any day that the Funds
                        are open for business. As your Shareholder Servicing
                        Agent, Wingspan is responsible for sending your purchase
                        order to the Funds. While the following information
                        describes the Funds' purchase requirements, Wingspan may
                        have a cut-off time for purchase orders.

                        - Purchases may be made on any business day. This
                          includes any day that the Funds are open for business,
                          other than weekends, days on which the New York Stock
                          Exchange ("NYSE") is closed, 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, Christmas Eve, 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:

                            - before 12:00 noon, Eastern Time ("ET"), for the
                              Municipal Money Market Fund;

                            - before 4:00 p.m., ET, 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
                          the times listed above 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.

                        - On occasion, the NYSE will close before 4 p.m. ET.
                          When the NYSE closes before the times listed above,
                          purchase requests received after the NYSE closes will
                          be effective the following business day.

                        - 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.
<PAGE>   661

20

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 12:00 noon
                          and 4:00 p.m., ET, for the Municipal Money Market
                          Fund; and 4:00 p.m., ET, for the Prime Money Market
                          Fund and the U.S. Treasury Securities Money Market
                          Fund. On occasion, the NYSE will close before 4:00
                          p.m. ET. When the NYSE closes before the times listed
                          above, NAV will be calculated as of the time the NYSE
                          closes.

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 per Fund
                            ($100 for employees of Bank One Corporation and its
                            affiliates). The minimum initial investment for an
                            IRA is $250.

                          - Subsequent investments must be at least $25 per
                            Fund.

                          - The One Group Services Company may waive these
                            minimums.

                        3. Execute a purchase order through your
                           Wingspan Investment Account.

                        4. Send a personal check (unless you choose to pay by
                           wire or bank transfer) payable to "Wingspan
                           Investment Services, Inc." to:

                            WINGSPAN INVESTMENT SERVICES, INC.
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670

                        5. All checks must be in U.S. dollars. Wingspan
                           Investment Services will accept third party checks
                           only if accompanied by an AMA deposit slip.


                        6. If you redeem shares purchased under the systematic
                           investment plan (see below) or that were purchased by
                           check, One Group will delay forwarding your
                           redemption proceeds until payment has been collected
                           from your bank. One Group generally receives payment
                           within ten (10) calendar days of purchase.


                        7. If you have any questions, contact Wingspan
                           Investment Services, Inc. at 1-800-977-WING.

CAN I PURCHASE SHARES
  OVER THE TELEPHONE?   Yes. Simply select this option on your Wingspan
                        Investment Account Application Form and then:
                        - Contact Wingspan Investment Services, Inc. at
                          1-800-977-WING to relay your purchase instructions.
<PAGE>   662

                                                                              21

                        - Authorize a bank transfer or initiate a wire transfer
                          to the following wire address:

                            CHASE MANHATTAN BANK
                            ABA 021 000 021
                            DLJ PERSHING DIVISION
                            ACCOUNT 930-1-032992
                            FOR FURTHER CREDIT TO:
                            YOUR NAME
                            YOUR WINGSPAN INVESTMENT ACCOUNT NUMBER (EX:
                            123456789)

                        - You may revoke your right to make purchases over the
                          telephone by sending a letter to:

                            WINGSPAN INVESTMENT SERVICES, INC.
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670

- --------------------------------------------------------------------------------
       SALES CHARGES    The One Group Services Company compensates Shareholder
                        Servicing Agents who sell shares of One Group Mutual
                        Funds. Compensation comes from 12b-1 fees and payments
                        by The One Group Services Company from its own
                        resources.

          12B-1 FEES
- ----------------------

                        Each One Group Fund has adopted a plan under Rule 12b-1
                        that allows it to pay distribution and shareholder
                        servicing fees for the sale and distribution of shares
                        of the Funds. These fees are called 12b-1 fees. 12b-1
                        fees are paid by One Group Mutual Funds 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 One
                        Group.


                        - 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% for each Fund.

                        - The One Group Services Company may use up to .25% of
                          the fees for shareholder servicing and the remainder
                          for distribution. During the last fiscal year, The One
                          Group Services Company received 12b-1 fees.

                        - 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.


                        - Because 12b-1 fees are paid out of Fund assets on an
                          on-going basis, over time these fees will increase the
                          cost of your investment and may cost you more than
                          paying other types of sales charges.


- --------------------------------------------------------------------------------
EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE
  PRIVILEGES?           Service Class shares do not have exchange privileges.
<PAGE>   663

22

- --------------------------------------------------------------------------------
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:

                          (i) 12:00 noon ET, for the Municipal Money Market
                              Fund, and

                          (ii) 4:00 p.m. ET, for the Prime Money Market Fund and
                               the U.S. Treasury Securities Money Market Fund
                               will be effective that day. On occasion, the NYSE
                               will close before 4:00 p.m. ET. When the NYSE
                               closes before the times listed above, redemption
                               requests received after the NYSE closes will be
                               effective the following business day.

                        - As your Shareholder Servicing Agent, Wingspan
                          Investment Services, Inc. is responsible for sending
                          your redemption order to the Funds. Wingspan
                          Investment Services, Inc. may have a different cut-off
                          time than do the Funds.

              HOW DO I
        REDEEM SHARES?
                        - Unless you have selected the telephone option on your
                          Wingspan Investment Account Application Form, you must
                          send a written redemption request to Wingspan
                          Investment Services, Inc. at the following address:

                            WINGSPAN INVESTMENT SERVICES, INC.
                            300 S. RIVERSIDE PLAZA, SUITE 0860
                            CHICAGO, IL 60670

                        - All requests for redemptions from IRA accounts must be
                          in writing.

                        - You may request redemption forms by calling Wingspan
                          Investment Services, Inc. at 1-800-977-WING.

                        - On the Account Application Form you may elect to have
                          the redemption proceeds mailed or wired to:

                          1. a designated commercial bank; or

                          2. Wingspan Investment Services, Inc.

                        - Your redemption proceeds will ordinarily be paid
                          within seven days after receipt of the redemption
                          request. If you have wire instructions on file, the
                          Funds will attempt to honor requests for same day
                          payment if the request is received before the times
                          listed in WHEN CAN I RECEIVE SHARES?.

                          If redemption requests are received after these times,
                          the Funds will attempt to wire payment the next
                          business day.

                        - 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 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?"
<PAGE>   664

                                                                              23

CAN I REDEEM BY
  TELEPHONE?            Yes, if you selected this option on your Wingspan
                        Investment Account Application Form.

                        - Call Wingspan Investment Services, Inc. at
                          1-800-977-WING 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.

                        - 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 your
                          Wingspan Investment 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 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.

                          2. 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
- -------------------------

                        - Generally, all redemptions will be for cash. However,
                          if you redeem shares worth $500,000 or more, the Fund
                          reserves the right to pay part or all of your
                          redemption proceeds in readily marketable securities
                          instead of cash. If payment is made in securities, the
                          Fund will value the securities selected in the same
                          manner in which it computes its NAV. This process
                          minimizes the effect of large redemptions on the Fund
                          and its remaining shareholders.


                        - If you redeem shares for which you paid by check, and
                          One Group has not yet received payment on the check,
                          One Group will delay forwarding your redemption
                          proceeds until payment has been collected from your
                          bank.


                        - Because of the high cost of handling small
                          investments, One Group charges a sub-minimum account
                          fee. Accounts under $1,000 that are not participating
                          in a Systematic Investment Plan will be assessed an
                          annual fee of $10.00. The sub-minimum account fee will
                          not apply to IRA accounts and the accounts of
                          employees of Bank One Corporation and its affiliates.


                        - One Group may suspend your ability to redeem when:

                          1. Trading on the NYSE is restricted;

                          2. the NYSE is closed (other than weekend and holiday
                             closings);

                          3. the SEC has permitted a suspension; or

                          4. an emergency exists.
<PAGE>   665

24

                          The Statement of Additional Information offers more
                        details about this process.

                        - You generally will recognize a gain or loss on a
                          redemption for Federal income tax purposes. You should
                          talk to your tax advisor before making a redemption.

- --------------------------------------------------------------------------------
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.

        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 Class I 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 8528, Boston, MA
                        02266-8528, at least 15 days prior to the distribution.
                        The change is effective upon receipt by State Street.
                        You also may change the way you receive dividends and
                        distributions by calling Wingspan Investment Services,
                        Inc. at 1-800-977-WING.

            TAX TREATMENT
          OF SHAREHOLDERS
- -------------------------
                        TAXATION OF SHAREHOLDER TRANSACTIONS. A sale, exchange,
                        or redemption of Fund shares may produce either a
                        taxable gain or a loss. You are responsible for any tax
                        liabilities generated by your transactions.
<PAGE>   666

                                                                              25

              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. 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
                        (generally, all of the Fund's net investment income)
                        will be taxable as ordinary income.

                        Dividends paid in January, but declared in October,
                        November or December of the previous year, will be
                        considered to have been paid in the previous year.

              TAXATION OF
   DIVIDENDS -- MUNICIPAL
        MONEY MARKET FUND
- -------------------------
                        The Fund will distribute substantially all of its net
                        investment income. The Fund 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 federal state and local taxes, both for
                        individuals and corporate shareholders. Corporate
                        shareholders will be required to take the interest on
                        municipal securities into account in determining their
                        alternative minimum taxable income.

              TAXATION OF
         RETIREMENT PLANS
- -------------------------
                        Distributions by the Funds to qualified retirement plans
                        generally 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 of the money market funds,
                        particularly the Municipal Money Market Fund, 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>   667

26

    SHAREHOLDER INQUIRIES
- -------------------------
                        If you have any questions or need additional
                        information, please write Wingspan Investment Services,
                        Inc. at 1-800-977-WING.

                REPORTING
- -------------------------
                        In September and March you will receive a financial
                        report from One Group. In addition, One Group will
                        periodically send you proxy statements and other
                        reports.
<PAGE>   668

                                                                              27
ONE GROUP(R)

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

                                   Management of One Group Mutual Funds

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

          THE ADVISOR   Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.


- --------------------------------------------------------------------------------
       ADVISORY FEES    Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rate:

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

<TABLE>
<CAPTION>
                                                                 ANNUAL RATE
                                                               AS PERCENTAGE OF
                                     FUND NAME             AVERAGE DAILY NET ASSETS
                                     <S>                 <C>
                                     One Group(R) Prime
                                       Money Market Fund             .32%
                                     ------------------------------------------------
                                     One Group(R) U.S.
                                       Treasury Securities
                                        Money Market Fund            .32%
                                     ------------------------------------------------
                                     One Group(R) Municipal
                                       Money Market Fund             .26%
                                     ------------------------------------------------
</TABLE>
<PAGE>   669

28

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

             YEAR 2000
             READINESS
            DISCLOSURE  The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   670

                                                                              29
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Prime Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers whose report, along with the Fund's
financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.


<TABLE>
<CAPTION>
                                                                 APRIL 16, 1999
                                                                       TO
                    SERVICE CLASS SHARES                        JUNE 30, 1999(A)
- --------------------------------------------------------------------------------
<S>                                                             <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $1.000
- ----------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                               0.008
- ----------------------------------------------------------------------------------------
Distributions:
  Net investment income                                              (0.008)
- ----------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                       $1.000
- ----------------------------------------------------------------------------------------
Total Return                                                          0.84%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                                  $   73
  Ratio of expenses to average net assets                             1.05%(C)
  Ratio of net investment income to average net assets                4.02%(C)
  Ratio of expenses to average net assets*                            1.28%(C)
  Ratio of net investment income to average net assets*               3.79%(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>   671

30
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           U.S. Treasury Securities Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers whose report, along with the Fund's
financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                              APRIL 16,
                                                               1999 TO
                                                              JUNE 30,
SERVICE CLASS SHARES                                           1999(A)
- -------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $1.000
- -------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                         0.008
- -------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.008)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $1.000
- -------------------------------------------------------------------------------
Total Return                                                    0.77%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $    5
  Ratio of expenses to average net assets                       1.06%(C)
  Ratio of net investment income to average net assets          3.71%(C)
  Ratio of expenses to average net assets*                      1.27%(C)
  Ratio of net investment income to average net assets*         3.50%(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>   672

                                                                              31
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Municipal Money Market Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate than an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers whose report, along with the Fund's
financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                              APRIL 16,
                                                               1999 TO
                                                              JUNE 30,
SERVICE CLASS SHARES                                           1999(A)
- -------------------------------------------------------------------------------
<S>                                                           <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $1.000
- -------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                         0.005
- -------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.005)
- -------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                 $1.000
- -------------------------------------------------------------------------------
Total Return                                                    0.50%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                            $   36
  Ratio of expenses to average net assets                       1.00%(C)
  Ratio of net investment income to average net assets          2.45%(C)
  Ratio of expenses to average net assets*                      1.29%(C)
  Ratio of net investment income to average net assets*         2.16%(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>   673

32
ONE GROUP(R)

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

                                    Appendix A

- --------------------------------------------------------------------------------
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>
                                            One Group(R) Prime Money Market Fund       1
                                      ------------------------------------------------------
                                           One Group(R) U.S. Treasury Securities
                                                               Money Market Fund       2
                                      ------------------------------------------------------
                                        One Group(R) Municipal Money Market Fund       3
                                      ------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds,       1-3            Market
                                      STRIPS, and 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         1, 3           Market
                                      issued by agencies and instrumentalities of the                      Credit
                                      U.S. Government. These include Ginnie Mae, Fannie
                                      Mae, and Freddie Mac.
                                      -------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments       1, 3           Market
                                      with a stated maturity.                                              Credit
                                                                                                           Liquidity
                                      -------------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a    1, 3           Liquidity
                                      bank in exchange for the deposit of funds.                           Credit
                                                                                                           Market
                                      -------------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a security     1-3            Credit
                                      and the simultaneous commitment to return the                        Market
                                      security to the seller at an agreed upon price on                    Liquidity
                                      an agreed upon date. This is treated as a loan.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   674

                                                                              33

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Reverse Repurchase Agreements: The sale of a          1, 2           Market
                                      security and the simultaneous commitment to buy                      Leverage
                                      the security back at an agreed upon price on an
                                      agreed upon date. This is treated as a borrowing
                                      by a Fund.
                                      -------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3%      1              Credit
                                      of the Fund's total assets. In return the Fund                       Market
                                      will receive cash, other securities and/or letters                   Leverage
                                      of credit as collateral.
                                      -------------------------------------------------------------------------------
                                      When-Issued Securities and Forward Commitments:       1-3            Market
                                      Purchase or contract to purchase securities at a                     Leverage
                                      fixed price for delivery at a future date.                           Liquidity
                                                                                                           Credit
                                      -------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other        1, 3           Market
                                      money market mutual funds, including One Group
                                      money market funds and shares of other money
                                      market funds 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.
                                      -------------------------------------------------------------------------------
                                      Extendable Commercial Notes: Variable rate notes      1, 3           Market
                                      which normally mature within a short period of                       Credit
                                      time (e.g., 1 month) but which may be extended by                    Liquidity
                                      the issuer for a maximum maturity of thirteen
                                      months.
                                      -------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time       1, 3           Credit
                                      drafts drawn on and accepted by a commercial bank.                   Liquidity
                                      Maturities are generally six months or less.                         Market
                                      -------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term    1, 3           Credit
                                      promissory notes issued by corporations and other                    Liquidity
                                      entities. Maturities generally vary from a few                       Market
                                      days to nine months.
                                      -------------------------------------------------------------------------------
                                      Foreign Securities: Commercial paper of foreign       1, 3           Market
                                      issuers and obligations of foreign banks, overseas                   Political
                                      branches of U.S. banks and supranational entities.                   Liquidity
                                                                                                           Foreign
                                                                                                           Investment
                                      -------------------------------------------------------------------------------
                                      Restricted Securities: Securities not registered      1, 3           Liquidity
                                      under the Securities Act of 1933, such as                            Market
                                      privately placed commercial paper and Rule 144A
                                      securities.
                                      -------------------------------------------------------------------------------
</TABLE>
<PAGE>   675

34

<TABLE>
<CAPTION>
                                                                                                FUND          RISK
                                      INSTRUMENT                                                CODE          TYPE
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                   <C>            <C>
                                      Variable and Floating Rate Instruments:               1, 3           Market
                                      Obligations with interest rates which are reset                      Credit
                                      daily, weekly, quarterly or some other period and                    Liquidity
                                      which may be payable to the Fund on demand.
                                      -------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations          1, 3           Pre-payment
                                      secured by real estate loans and pools of loans.                     Market
                                      These include collateralized mortgage obligations                    Credit
                                      ("CMOs") and Real Estate Mortgage Investment                         Regulatory
                                      Conduits ("REMICs").
                                      -------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to       1, 3           Market
                                      puts and standby commitments to purchase the                         Liquidity
                                      securities at a fixed price (usually with accrued                    Management
                                      interest) within a fixed period of time following
                                      demand by a Fund.
                                      -------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state    1, 3           Market
                                      or political subdivision to obtain funds for                         Credit
                                      various public purposes. Municipal securities                        Political
                                      include private activity bonds and industrial                        Tax
                                      development bonds, as well as General Obligation                     Regulatory
                                      Notes, Tax Anticipation Notes, Bond Anticipation
                                      Notes, Revenue Anticipation 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      1              Market
                                      by banks and highly rated insurance companies such                   Credit
                                      as Guaranteed Investment Contracts ("GICs") and                      Liquidity
                                      Bank Investment Contracts ("BICs").
                                      -------------------------------------------------------------------------------
                                      Participation Interests: Interests in municipal       1, 3           Credit Tax
                                      securities, including municipal leases, from                         Market
                                      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 the Funds
                                      to treat the income from the investment as exempt
                                      from Federal Income Tax.
                                      -------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by        1, 3           Pre-payment
                                      company receivables, home equity loans, truck and                    Market
                                      auto loans, leases, credit card receivables and                      Credit
                                      other securities backed by other types of                            Regulatory
                                      receivables or other assets.
</TABLE>
<PAGE>   676

                                                                              35

- --------------------------------------------------------------------------------
 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 and
                          liquidity 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.
<PAGE>   677

36

                        - 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
                          lender has when a borrower defaults on 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>   678

                           (Intentionally Left Blank)
<PAGE>   679

- --------------------------------------------------------------------------------
                        If you want more information about the Funds, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.

                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by calling 1 800-480-4111 or by writing the Funds
                        at:

                        ONE GROUP(R) MUTUAL FUNDS
                        3435 STELZER ROAD
                        COLUMBUS, OHIO 43219

                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)

                                    TOG-F-231                   [ONE GROUP LOGO]
<PAGE>   680
ONE GROUP(R) MUTUAL FUNDS





ONE GROUP(R) REAL ESTATE FUND PROSPECTUS
NOVEMBER 1, 1999













The Securities and Exchange
Commission has not approved or
disapproved the shares of any of the Funds
as an investment or determined whether
this prospectus is accurate or
complete. Anyone who tells
you otherwise is committing
a crime.



<PAGE>   681



TABLE OF CONTENTS


FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE
   One Group Real Estate Fund

MORE ABOUT THE FUND
   Principal Investment Strategies
   Investment Risks
   Investment Policies
   Portfolio Quality
   Temporary Defensive Positions
   Portfolio Turnover

HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
   Purchasing Fund Shares
   Sales Charges
   Sales Charge Reductions and Waivers
   Exchanging Fund Shares
   Redeeming Fund Shares

SHAREHOLDER INFORMATION
    Voting Rights
    Dividend Policies
    Tax Treatment of Shareholders
    Shareholder Inquiries

MANAGEMENT OF ONE GROUP MUTUAL FUNDS
   The Advisor
   Advisory Fees
   The Fund Managers
   Year 2000 Readiness Disclosure

FINANCIAL HIGHLIGHTS

APPENDIX A:  INVESTMENT PRACTICES


                                      2
<PAGE>   682


FUND SUMMARY:  INVESTMENTS, RISK & PERFORMANCE

ONE GROUP REAL ESTATE FUND


WHAT IS THE GOAL OF THE REAL ESTATE FUND?

The Fund seeks to provide current income and long-term growth of capital.

WHAT ARE THE REAL ESTATE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund mainly invests in equity securities of companies operating in the real
estate industry. "Real estate companies" are companies that earn at least 50% of
their revenues from owning, constructing, financing, managing, or selling
different types of real estate (i.e., commercial, residential, or industrial).
It also includes companies that have at least 50% of their assets in real
estate. These companies include real estate investment trusts or REITs. For more
information about the Real Estate Fund's investment strategies, please read
"More About the Funds" and "Principal Investment Strategies."

WHAT IS A REIT?

A REIT or a real estate investment trust is a pooled investment vehicle which
invests in income producing real estate or real estate loans. REITs are
classified as equity REITs, mortgage REITs, or a combination of equity and
mortgage REITs. Equity REITs mainly invest directly in real estate and obtain
income from the collecting rent. Mortgage REITS invest in mortgages and obtain
income from collecting interest payments on the mortgages. REITs are not taxed
on income distributed to shareholders if they comply with several requirements
of the Internal Revenue Code.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE REAL ESTATE FUND?

The main risks of investing in the Real Estate Fund and the circumstances likely
to adversely affect your investment are described below. The share price of the
Real Estate Fund will change every day in response to interest rates and other
market conditions. You may lose money if you invest in the Real Estate Fund.

          Real Estate Securities: The Real Estate Fund's investments in real
          estate securities are subject to the same risks as direct investments
          in real estate. Real estate values rise and fall in response to many
          factors, including local, regional and national economic conditions,
          the demand for rental property, and interest rates. When economic
          growth is slowing, demand for property decreases and prices may fall.
          Rising interest rates, which drive up mortgage and financing costs,
          can inhibit construction, purchases, and sales of property. Property
          values could decrease because of overbuilding, extended vacancies,
          increase in property taxes and operating expenses, zoning laws,
          environmental regulations, clean-up of and liability for environmental
          hazards, uninsured casualty or condemnation losses, or a general
          decline in neighborhood values. The Fund's investments and your
          investment may decline in response to declines in property values or
          other adverse changes to the real estate market.

          REIT Risk. In addition to the risks facing real estate securities, the
          Real Estate Fund's investments in REITs involve unique risks. REITs
          may have limited financial resources, may trade less frequently and in
          limited volume and may be more volatile than other securities.

          Smaller Companies. The Fund's investments in smaller, newer companies
          may be riskier than investments in larger, more established companies.
          Small companies may be more vulnerable to economic, market, and
          industry changes. Because economic events have a greater impact on
          smaller companies, there may be



                                       3
<PAGE>   683

          greater and more frequent changes in their stock price. This may cause
          unexpected and frequent decreases in the value of your investment in
          the Fund.

          Market Risk. The Fund invests in equity securities (such as stocks)
          which are more volatile and carry more risks than some other forms of
          investment. The price of equity securities may rise or fall because of
          economic or political changes or changes in a company's financial
          condition. Equity securities are also subject to "stock market risk"
          meaning that stock prices in general (or real estate industry stock
          prices in particular) may decline over short or extended periods of
          time. When the value of the Fund's securities goes down, your
          investment in the Fund decreases in value.

          Derivative Risk. The Fund invests in securities that may be considered
          to be DERIVATIVES. The value of derivative securities is dependent
          upon the performance of underlying assets or securities. If the
          underlying assets do not perform as expected, the value of the
          derivative security and your investment in the Fund declines.
          Derivatives are more volatile and are riskier in terms of both
          liquidity and value than traditional investments.

          Prepayment and Call Risk. As part of its main investment strategy, the
          Fund invests in mortgage REITS. The issuers of these securities and
          other callable securities may be able to repay principal in advance,
          especially when interest rates fall. Changes in pre-payment rates can
          affect return on investment and yield of mortgage REITs. When mortgage
          and other obligations are pre-paid and when securities are called, the
          Fund may have to reinvest in securities with a lower yield. The Fund
          may also fail to recover premiums paid for the securities, resulting
          in an unexpected capital loss.

          Not Diversified. The Fund is considered non-diversified and can invest
          more of its assets in securities of a single issuer than a
          "diversified" fund. In addition, the Fund's investments are
          concentrated in the real estate industry. This concentration increases
          the risk of loss to the Fund by increasing its exposure to economic,
          business, political or regulatory development that may be adverse to
          the real estate industry.

          Not FDIC insured. An investment in the Fund is not a deposit of Bank
          One Corporation or any of its affiliates and is not insured or
          guaranteed by the Federal Deposit Insurance Corporation or any other
          governmental agency.

The Fund began operations on ______________________and does not have a full
calendar year of investment returns at the date of this Prospectus.

                                       4
<PAGE>   684



FEES AND EXPENSES OF THE REAL ESTATE FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your         CLASS A          CLASS B     CLASS C           CLASS I
investment)(1)

<S>                                                     <C>               <C>        <C>                <C>
 Maximum Sales Charge                                   5.25%             none        none              none
(Load) Imposed on Purchases
(as a percentage of
offering price)

Maximum Deferred Sales                                  none(2)           5.00%       1.00%             none
Charge (Load)(as a
percentage of original
purchase price of
redemption proceeds, as
applicable)

Redemption Fee                                          none              none        none              none

Exchange Fee                                            none              none        none              none

ANNUAL FUND OPERATING EXPENSES (expenses
that are deducted from Fund assets)(3)

Investment Advisory Fees                                 .74%              .74%        .74%              .74%

Distribution [and/or                                     .35%             1.00%       1.00%             none
Service] (12b-1) Fees

 Other Expenses                                          .50%              .50%        .50%              .50%


Total Annual Fund Operating                             1.59%             2.24%       2.24%             1.24%
Expenses

Fee Waiver and/or Expense                               (.24%)            (.14%)      (.14%)            (.14%)
Reimbursement(4)

Net Expenses                                            1.35%             2.10%       2.10%             1.10%

- -------------------------------------------------------------------------------------------------------------
</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, an annual $10.00 sub-minimum account fee may be applicable and a $7.00
charge may be 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. Banc One Investment Advisors Corporation and The One Group Services Company
have agreed to waive fees and/or reimburse expenses to limit total annual fund
operating expenses to 1.35% for Class A shares, 2.10% for Class B shares, 2.10%
for Class C shares, and 1.10% for Class I shares for the period beginning
November 1, 1999 and ending on October 31, 2000.



                                       5
<PAGE>   685

EXAMPLE: THE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS. THE EXAMPLES ASSUME
THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS INDICATED AND REFLECT
WHAT YOU WOULD PAY IF YOU EITHER REDEEMED ALL OF YOUR SHARES OR IF YOU CONTINUE
TO HOLD THEM AT THE END OF THE PERIODS SHOWN. THE EXAMPLES ALSO ASSUME THAT YOUR
INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE FUND'S OPERATING EXPENSES
REMAIN THE SAME. YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER THAN THOSE SHOWN
BELOW. THERE IS NO SALES CHARGE (LOAD) ON REINVESTED DIVIDENDS.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------
                      CLASS A                 CLASS B(2)                        CLASS C                  CLASS I
                                   Assuming no     Assuming         Assuming no      Assuming
                                   redemption      redemption at    redemption       redemption at
                                                   the end of                        the end of
                                                   each period                       each period

<S>                   <C>              <C>             <C>              <C>              <C>             <C>
1 Year(1)             $655             $213            $713             $213             $313            $112
3 Years               $978             $687            $987             $687             $687            $380
5 Years               $1,324           $1,187          $1,387           $1,187           $1,187          $668
10 Years              $2,296           $2,400          $2,400           $2,564           $2,564          $1,488
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

1. Without contractual fee waivers, 1 Year expenses would be as follows:
<TABLE>
<CAPTION>
    <S>                             <C>
     Class A                       $678
     Class B (no redemption)       $227
     Class B (with redemption)     $727
     Class C (no redemption)       $227
     Class C (with redemption)     $327
     Class I                       $126
</TABLE>


2. Class B shares automatically convert to Class A shares after eight (8) years.
Therefore, the number in the "10 years" example for Class B Shares represents a
combination of Class A and Class B operating expenses.


                                       6
<PAGE>   686

MORE ABOUT THE FUND

The Fund described in this Prospectus is a series of One Group Mutual Funds and
is managed by Banc One Investment Advisors Corporation. For more information
about One Group and Banc One Investment Advisors, please read "Management of One
Group Mutual Funds" and the Statement of Additional Information.

PRINCIPAL INVESTMENT STRATEGIES

This Prospectus describes a mutual fund that seeks to provide current income and
long-term growth of capital. The principal investment strategies that are used
to meet the Fund's investment objective are described in Fund Summary:
Investments, Risk, & Performance in the front of this prospectus. They are also
described below.

           -   The Fund normally invests at least 65% of its total assets in
               equity securities of companies operating in the real estate
               industry. These securities include common stocks and debt
               securities and preferred stocks that are convertible to common
               stocks.

           -   Up to 35% of the Fund's total assets may be invested in U.S.
               government securities, other investment grade fixed income
               securities, cash and cash equivalents, and equity securities of
               companies outside the real estate industry.

           -   The Fund may also invest up to 25% of its net assets in the
               securities of foreign issuers.

Please note that the Fund may also use strategies that are not described below,
but which are described in the Statement of Additional Information. There can be
no assurance that the Fund will achieve its investment objectives.



INVESTMENT RISKS. The risks associated with investing in the Real Estate Fund
are described below and in Fund Summary: Investments, Risk, & Performance at the
front of this prospectus.

REAL ESTATE SECURITIES: The Fund generally is subject to the same risks that
affect direct investments in real estate and its performance is closely tied to
conditions affecting the real estate industry. Real estate values rise and fall
in response to a variety of factors, including local, regional and national
economic conditions, the strength of specific industries renting properties, and
other factors affecting supply and demand for properties. When economic growth
is slowing, demand for property decreases and prices may decline. Rising
interest rates, which drive up mortgage and financing costs, can restrain
construction and buying and selling activity and make other investments more
attractive. Property values could decrease because of overbuilding, extended
vacancies, increase in property taxes and operating expenses, changes in zoning
laws, environmental regulations, clean-up of and liability for environmental
hazards, uninsured casualty or condemnation losses, or a general decline in
neighborhood values. The value of securities of companies that service the real
estate industry will also be affected by changes affecting the real estate
market.

DERIVATIVES. The Funds may invest in securities that are considered to be
DERIVATIVES. These securities may be more volatile than other investments.
Derivatives present, to varying degrees, market, credit, leverage, liquidity,
and management risks. A Fund's use of derivatives may cause the Fund to
recognize higher amounts of short-term capital gains (generally taxed at
ordinary income tax rates) than if the Fund did not use such instruments.


                                       7
<PAGE>   687
              ----------------------------------------------------------
                              WHAT IS A DERIVATIVE?

               Derivatives are securities or contracts (like futures and
               options) that derive their value from the performance of
               underlying assets or securities.
              ----------------------------------------------------------

For more information about risks associated with the types of investments that
the Real Estate Fund purchases, please read Fund Summary: Investments, Risk, &
Performance, Appendix A and the Statement of Additional Information.


INVESTMENT POLICIES

The 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 Fund. The full text of the fundamental
policies can be found in the Statement of Additional Information.

The Fund may not:

1.   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. This restriction
     applies with respect to 50% of the Fund's total assets. With respect to the
     remaining 50% of the Fund's total assets, it may not 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. This does not include securities
     issued or guaranteed by the United States, its agencies or
     instrumentalities, and repurchase agreements involving these securities.

2.   Concentrate its investments in the securities of one or more issuers
     conducting their principal business in a particular industry or group of
     industries (except the real estate industry). 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 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.

Additional investment policies can be found in the Statement of Additional
Information.

PORTFOLIO QUALITY. Various rating organizations (like Standard & Poor's
Corporation and Moody's Investor Service) assign ratings to securities. Equity
securities, which will make up the bulk of the Fund's investments, are not rated
by rating organizations. Generally, ratings are divided into two main
categories: "Investment Grade Securities" and "Non-Investment Grade Securities."
Although there is always a risk of default, rating agencies believe that issuers
of Investment Grade Securities have a high probability of making payments on
such securities. Non-Investment Grade Securities include securities that, in the
opinion of the rating agencies, are more likely to default than Investment Grade
Securities. The Fund only purchases securities that meet the rating criteria
described below. Banc One Investment Advisors will look at a security's rating
at the time of investment. If the securities are unrated, Banc One Investment
Advisors must determine that they are of comparable quality to rated securities.

RATINGS OF THE FUND'S SECURITIES

- -    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.

For more information about ratings, please see "Description of Ratings" in the
Statement of Additional Information.



                                       8
<PAGE>   688

TEMPORARY DEFENSIVE POSITIONS To respond to unusual market conditions, the Fund
may invest all or most of its assets in cash and CASH EQUIVALENTS (see below)
for temporary defensive purposes. These investments may result in a lower yield
than lower-quality or longer term investments and may prevent the Fund from
meeting its investment objectives.

               -----------------------------------------------------------------
                                WHAT IS A CASH EQUIVALENT?

               Cash Equivalents are highly liquid, high quality instruments with
               maturities of three months or less on the date they are
               purchased. They include securities issued by the U.S. Government,
               its agencies and instrumentalities, repurchase agreements (other
               than equity repurchase agreements), certificates of deposit,
               bankers' acceptances, commercial paper (rated in one of the two
               highest rating categories), variable rate master demand notes,
               and bank money market deposit accounts.
               -----------------------------------------------------------------



PORTFOLIO TURNOVER.

The Fund may engage in active and frequent trading of portfolio securities to
achieve their principal investment strategies. Portfolio turnover may vary
greatly from year to year, as well as within a particular year. Higher portfolio
turnover rates will likely result in higher transaction costs to the Fund and
may result in additional tax consequences to you. To the extent portfolio
turnover results in short-term capital gains, such gains will generally be taxed
at ordinary income tax rates.


                                       9
<PAGE>   689


HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS

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
     Fund is open for business, other than weekends, days on which the New York
     Stock Exchange ("NYSE") is closed, and the following holidays: New Year's
     Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
     Day, Independence Day, Labor Day, Thanksgiving, Christmas Eve, and
     Christmas.

- -    Purchase requests received by The One Group Services Company before 4 p.m.
     Eastern Time ("ET") will be effective that day. On occasion, the NYSE will
     close before 4 p.m. ET. When that happens, purchase requests received after
     the NYSE closes will be effective the following business 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. ET
     (i) on the business day after the order is placed if you are buying Class I
     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?

One Group offers the following classes of shares:

- -    Class A, Class B and Class C shares are available to the general public.

- -    Class I 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."

- -    When deciding what class of shares to buy, you should consider the amount
     of your investment, the length of time you intend to hold the shares, and
     the sales charges and expenses applicable to each class of shares. If you
     intend to hold your shares for six or more years, Class B shares may be
     more 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. Sales
     charges are discussed in the section of this prospectus entitled SALES
     CHARGES.

One Group Fund Direct IRA and 403(b). One Group offers retirement plans. These
plans allow participants to defer taxes while their retirement savings grow.
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.


                                       10
<PAGE>   690

 -   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 following the close of the NYSE at 4:00 p.m. ET. On occasion,
               the NYSE will close before 4 p.m. ET. When that happens, NAV will
               be calculated as of the time the NYSE closes.

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 per Fund ($100 for employees
          of Bank One Corporation and its affiliates). The minimum initial
          investment for an IRA and 403(b) is $250.

       -  Subsequent investments must be at least $25 per Fund.

       -  You may purchase no more than $249,999 of Class B shares. This is
          because Class A shares offer a reduced sales charge on purchases of
          $250,000 or more and have lower expenses. The section of this
          prospectus entitled WHAT KIND OF SHARES CAN I BUY? provides
          information that can help you choose the appropriate share class.


       -  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) payable to "One Group" to:

     State Street Bank and Trust Company
     c/o One Group
     P.O. Box 8528
     Boston, MA 02266-8528

     Contributions to Fund Direct IRAs should be made payable to "State Street
     Bank and Trust Company for the Benefit of (your name)."

     If you choose to pay by wire, please call The One Group Services Company at
     1-800-480-4111.

5.   All checks must be in U.S. dollars. One Group does not accept "third party
     checks." Checks made payable to any individual and endorsed to One Group
     Mutual Funds are considered third party checks.

     All checks must be payable to one of the following:

           -   One Group Mutual Funds;

           -   State Street Bank and Trust Company; or

           -   the specific Fund in which you are investing.

     Checks made payable to any party other than those listed above will be
     returned to the address provided on the account application.



6.   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).

7.   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.


                                       11
<PAGE>   691


8.   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 transferor initiate a wire transfer to the following
          wire address:

              State Street Bank and Trust Company
              Attn: Custody & Shareholder Services
              ABA 011 000 028
              DDA 99034167
              FBO One Group Fund (ex: One Group Real Estate--A)
              Your Account Number (ex: 123456789)
              Your Account Registration (ex: John Smith & Mary Smith, JTWROS)


       -  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, 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 One Group
              P.O. Box 8528
              Boston, MA 02266-8528

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 per Fund. 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 five (5) calendar days.

       -  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 calling
          The One Group Services Company at 1-800-480-4111 or by sending a
          letter to:

          State Street Bank and Trust Company
          c/o One Group
          P.O. Box 8528
          Boston, MA 02266-8528

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.


                                       12
<PAGE>   692


       -  You will not be assessed any sales charges or fees for conversion of
          shares, nor will you be subject to any Federal income 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 One Group Mutual Funds. Compensation comes from sales charges, 12b-1
fees and payments by The One Group Services Company from its own resources. The
tables below show the charges for each class of shares and the percentage of
your investment that is paid as a commission to a Shareholder Servicing Agent.


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                 SALES CHARGE                     COMMISSION
                                        AS A % OF THE                   AS A %                          AS A %
AMOUNT OF PURCHASES                    OFFERING PRICE             OF YOUR INVESTMENT               OF OFFERING PRICE
- -------------------                    --------------             ------------------               -----------------

<S>                                          <C>                           <C>                           <C>
Less than $50,000                            5.25%                         5.54%                         4.75%
$50,000-$99,999                              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 and 0.50% of the purchase price if you redeem
     within two years of purchase, unless The One Group Services Company
     receives notice before you invest indicating that your Shareholder
     Servicing Agent is waiving its commission.

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:


                                       13
<PAGE>   693

<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.

       -  No CDSC is imposed on share appreciation, nor is a CDSC 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
          the shares you have held for the longest time and thus have the
          lowest CDSC.

       -  If you exchange Class B or Class C shares of an unrelated mutual
          fund for Class B or Class C shares of One Group in connection
          with a fund reorganization, the CDSC applicable to your original
          shares (including the period of time you have held those shares)
          will be applied to One Group shares you receive in the
          reorganization.

12B-1 FEES

Each One Group Fund has adopted a plan under Rule 12b-1 that allows it to pay
distribution and shareholder servicing fees for the sale and distribution of
shares of the Funds. These fees are called 12B-1 FEES. 12b-1 fees are paid by
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 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 Class I 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.

- -    Because 12b-1 fees are paid out of Fund assets on an on-going basis, over
     time these fees will increase the cost of your investment and may cost you
     more than paying other types of sales charges.

SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING YOUR CLASS A SALES CHARGES


                                       14
<PAGE>   694


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:

       -  One Group.

       -  Bank 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 One Group
          and their subsidiaries and affiliates.

       -  An investment sub-advisor of a fund of One Group and such
          sub-advisor's subsidiaries and affiliates.

4. Bought by:

       -  Affiliates of Bank One Corporation and certain accounts (other than
          IRA Accounts) for which an Intermediary acts in a fiduciary, advisory,
          agency, custodial or Accounts which participate in select affinity
          programs with Bank One Corporation and its affiliates and
          subsidiaries.

       -  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.

       -  Certain 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.



                                       15
<PAGE>   695
5.   Bought with proceeds from the sale of Class I shares of a One Group Fund or
     acquired in an exchange of Class I 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, including a
     One Group Fund, 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 One Group Fund.

8.   Bought with assets of 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.


WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

1.   If you withdraw no more than 10% of the value of your account in a 12 month
     period. Shares received from dividend and capital gains reinvestment are
     included in calculating amounts eligible for this waiver. You need to
     participate in the Systematic Withdrawal Plan to take advantage of this
     waiver.


2.   If you buy the shares in connection with certain retirement plans, such as
     401(k) and similar qualified plans.

3.   If you are the shareholder (or a joint shareholder), or a participant or
     beneficiary of certain retirement plans and you die or become disabled (as
     defined by 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.   Exchanged 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.   Exchanged for Class B shares of other One Group Funds. However, you may pay
     a sales charge when you redeem the Fund shares you received in the
     exchange. Please read Do I pay a Sales Charge on an Exchange?



WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1.   If you withdraw no more than 10% of the value of your account. Shares
     received from dividend and capital gains reinvestment are included in
     calculating amounts eligible for this waiver. You need to participate in
     the Systematic Withdrawal Plan to take advantage of this waiver.

2.   If you buy the shares in connection with certain retirement plans, such as
     401(k) and similar qualified plans.

3.   If you are the shareholder (or a joint shareholder), or a participant or
     beneficiary of certain retirement plans and you die or become disabled (as
     defined by 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.   Exchanged in connection with plans of reorganizations of a Fund, such as
     mergers, asset acquisitions and exchange offers to which a Fund is a party.

                                       16
<PAGE>   696

6.   Exchanged for Class C shares of other One Group Funds. However, you may pay
     a sales charge when you redeem the Fund shares you received in the
     exchange. Please read Do I pay a Sales Charge on an Exchange?


7.   If The One Group Services Company receives notice before you invest
     indicating that your Shareholder Servicing Agent, due to the type of
     account that you have, is waiving its commission.

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. These waivers
will not continue indefinitely and may be discontinued at any time without
notice.

EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

       -  Class I shares of a Fund may be exchanged for Class A shares of that
          Fund or for Class A or Class I shares of another One Group Fund.

       -  Class A shares of a Fund may be exchanged for Class I shares of that
          Fund or for Class A or Class I shares of another One Group Fund, 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 One Group Fund.

       -  Class C shares of a Fund may be exchanged for Class C shares of
          another One Group Fund.

One Group Funds offer a Systematic Exchange Privilege which allows you to
automatically exchange shares of one fund to another on a monthly or quarterly
basis. This privilege is useful in Dollar Cost Averaging. To participate in this
privilege, please select it on your account application. To learn more about it,
please call The One Group Services Company at 1-800-480-4111.

One Group does not charge a fee for this privilege. In addition, 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.,
          ET.

       -  You have provided 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 Class I 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:

                                       17
<PAGE>   697

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
          for Federal income tax purposes.

       -  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, 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, 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. ET (or when the NYSE closes) 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:

          One Group
          c/o State Street Bank and Trust Company
          P.O. Box 8528
          Boston, MA 02266-8528

       -  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;

          3.   the redemption check is mailed to the shareholder at the record
               address; or


                                       18
<PAGE>   698


          4.   the redemption is payable by wire or bank transfer (ACH) to a
               pre-existing bank account.

       -  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 Class I shares and the Fund receives your
          redemption request by 4:00 p.m. ET (or when the NYSE closes), 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. ET (or when the NYSE closes), 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 The One Group Service 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.

       -  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, 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 you begin participating in the Plan.
               Shares received from dividend and capital gains reinvestment are
               included in calculating the 10%. The applicable Class B or Class
               C sales charge is waived provided your withdrawals do not exceed
               10% annually. Withdrawals in excess of 10% will subject the
               entire annual withdrawal to the applicable sales load.


                                       19
<PAGE>   699


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

- -    Generally, all redemptions will be for cash. However, if you redeem shares
     worth $500,000 or more of the Fund's assets, the Fund reserves the right to
     pay part or all of your redemption proceeds in readily marketable
     securities instead of cash. If payment is made in securities, the Fund will
     value the securities selected in the same manner in which it computes NAV.
     This process minimizes the effect of large redemptions on the Fund and its
     remaining shareholders.

- -    If you redeem shares for which you paid by check, and One Group has not yet
     received payment on the check, One Group will delay forwarding your
     redemption proceeds until payment has been collected from your bank.

- -    Because of the high cost of handling small investments, One Group charges a
     sub-minimum account fee. Accounts under $1,000 that are not participating
     in a Systematic Investment Plan will be assessed an annual fee of $10.00
     per Fund. The sub-minimum account fee will not apply to IRA accounts and
     the accounts of employees of Bank One Corporation and its affiliates.

- -    One Group may suspend your ability to redeem when:

     1. Trading on the New York Stock Exchange ("NYSE") is restricted.

     2. The NYSE is closed (other than weekend and holiday closings).

     3. The SEC has permitted a suspension.

     4. An emergency exists.

     The Statement of Additional Information offers more details about this
     process.

- -    You generally will recognize a gain or loss on a redemption for Federal
     income tax purposes. You should talk to your tax advisor before making a
     redemption.


                                       20
<PAGE>   700


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.

DIVIDEND POLICIES

DIVIDENDS

The Fund generally declares dividends on the last business day of each quarter.
Dividends for the Fund are distributed on the first business day of the next
month after they are declared. Capital gains, if any, for the Fund are
distributed at least annually.

The Fund pays 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 Class I 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 8528, Boston,
MA 02266-8528, at least 15 days prior to the distribution. The change is
effective upon receipt by State Street. You also may call The One Group Services
Company at 1-800-480-4111 to make this change.

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 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. Reinvested dividends and distributions receive the same tax
treatment as dividends and distributions paid in cash.

TAXATION OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, the excess of net short-term capital gains over
net long-term capital losses and net capital gains (i.e., the excess of net
long-term capital gains over net short-term capital losses) 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 distributions from a Fund's long-term
capital gains will be taxable to you as such, regardless of how long you have
held the shares. Distributions are taxable to you even if they are paid from
income or gains earned by a Fund prior to your investment (and thus were
included in the price you paid).



                                       21
<PAGE>   701

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid in the previous year.

TAXATION OF RETIREMENT PLANS

Distributions by the Fund to qualified retirement plans generally 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 Fund provides 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 Fund or its 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, call
1-800-480-4111 or visit www.onegroup.com.


REPORTING

In March and September you will receive a financial report from One Group. In
addition, One Group will periodically send you proxy statements and other
reports.


                                       22
<PAGE>   702


MANAGEMENT OF ONE GROUP MUTUAL FUNDS

THE ADVISOR


Banc One Investment Advisors (1111 Polaris Parkway, P.O. Box 71021, Columbus,
Ohio 43271-0211) makes the day-to-day investment decisions for the Fund and
continuously reviews, supervises and administers the Fund's investment program.
Banc One Investment Advisors performs its responsibilities subject to the
supervision of, and policies established by, the Trustees of One Group
Mutual Funds. Banc One Investment Advisors has served as investment advisor
to the Trust since its inception. In addition, Banc One Investment Advisors
serves as investment advisor to other mutual funds and individual corporate,
charitable, and retirement accounts. As of June 30, 1999, Banc One Investment
Advisors, an indirect wholly-owned subsidiary of Bank One Corporation, managed
over $126 billion in assets.


ADVISORY FEES

Banc One Investment Advisors is paid a fee based on an annual percentage of the
average daily net assets of the Fund. The Fund began operations on ______, 1999
and does not have a full fiscal year of advisory fees. Under the investment
advisory agreement with the Fund, Banc One Investment Advisors is entitled to a
fee, which is calculated daily and paid monthly. As the assets in the Fund
increase, the investment advisory fees for the Fund are reduced as follows:

First $1.5 billion                          .74%
Next $500 million                           .70%
Thereafter                                  .65%

THE FUND MANAGERS

The Fund is managed by a team of Fund 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.

YEAR 2000 READINESS DISCLOSURE


The services provided to One Group by Banc One Investment Advisors and other
service providers (including foreign sub-custodians and depositories) are
dependent on those service providers' computer systems. Many computer software
and hardware systems in use today cannot distinguish between the year 2000 and
the year 1900 because of the way dates are encoded and calculated (the "Year
2000 Issue"). The failure to make this distinction could have a negative
implication on handling securities, trades, pricing and account services. Banc
One Investment Advisors and One Group's other service providers are taking steps
that each believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems they use. The Funds have no reason to believe
these steps will not be sufficient to avoid any material adverse impact on One
Group, although there can be no assurances. The costs or consequences of
incomplete or untimely resolution of the Year 2000 Issue are unknown to Banc One
Investment Advisors and One Group's other service providers at this time but
could have a material adverse impact on the operations of One Group, Banc One
Investment Advisors, The One Group Services Company and One Group's other
service providers.

In addition, companies in which the Fund invests may experience Year 2000
problems. Foreign issuers, especially those in emerging markets, may be more
susceptible to such problems than U.S. issuers. These problems could negatively
affect the value of the issuer's securities, which in turn could impact the
Fund's performance.


                                       23
<PAGE>   703


 This section normally would include Financial Highlights for the Fund. Because
the Fund has not begun operations as of June 30, 1999, there are no Financial
Highlights for the Fund.



                                       24
<PAGE>   704


                                   APPENDIX A
                                   ----------


INVESTMENT PRACTICES

The Fund invests in a variety of securities and employs 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 Fund, 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.




INSTRUMENT                                                     RISK TYPE
- ----------                                                     ---------

U.S. TREASURY OBLIGATIONS: Bills, notes,                        Market
bonds, STRIPS, and CUBES.

TREASURY RECEIPTS: TRS, TIGRs, and CATS.                        Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities                   Market
issued by agencies and instrumentalities of                     Credit
the U.S. Government. These include Ginnie Mae,
Fannie Mae, and Freddie Mac.

CERTIFICATES OF DEPOSIT: Negotiable instruments                 Market
with a stated maturity.                                         Credit
                                                               Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by               Liquidity
a bank in exchange for the deposit of funds.                    Credit
                                                                Market

COMMON STOCK: Shares of ownership of a company.                 Market

REPURCHASE AGREEMENTS: The purchase of a security               Credit
and the simultaneous commitment to return the                   Market
security to the seller at an agreed upon price                 Liquidity
on an agreed upon date. This is treated as a loan.

REVERSE REPURCHASE AGREEMENTS: The sale of a security           Market
and the simultaneous commitment to buy the security            Leverage
back at an agreed upon price on an agreed upon
date. This is treated as a borrowing by a Fund.


SECURITIES LENDING: The lending of up to 33 1/3%                Credit
of the Fund's total assets. In return the Fund                  Market
will receive cash, other securities, and/or                    Leverage
letters of credit as collateral.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS:                 Market
Purchase or contract to purchase securities                    Leverage
at a fixed price for delivery at a future date.                Liquidity
                                                                Credit


                                       25
<PAGE>   705

INSTRUMENT                                                      RISK TYPE
- ----------                                                      ---------

INVESTMENT COMPANY SECURITIES: Shares of other                   Market
mutual funds, including One Group money market
funds and shares of money market funds 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                  Market
that convert to common stock.                                     Credit


CALL AND PUT OPTIONS: A call option gives the buyer             Management
the right to buy, and obligates the seller of the                Liquidity
option to sell, a security at a specified price. A                Credit
put option gives the buyer the right to sell, and                 Market
obligates the seller of the option to buy, a security            Leverage
at a specified price. The Funds will sell only
covered call and secured put options.

FUTURES AND RELATED OPTIONS: A contract providing               Management
for the future sale and purchase of a specified                   Market
amount of a specified security, class of securities,              Credit
or an index at a specified time in the future and                Liquidity
at a specified price.                                            Leverage

REAL ESTATE INVESTMENT TRUSTS ("REITS"): Pooled                  Liquidity
investment vehicles which invest primarily in                   Management
income producing real estate or real estate                       Market
related loans or interest.                                      Regulatory
                                                                    Tax
                                                                Pre-payment

BANKERS' ACCEPTANCES: Bills of exchange or time                   Credit
drafts drawn on and accepted by a commercial bank.               Liquidity
Maturities are generally six months or less.                      Market

COMMERCIAL PAPER: Secured and unsecured short-term                Credit
promissory notes issued by corporations and other                Liquidity
entities. Maturities generally vary from a few                    Market
days to nine months.

FOREIGN SECURITIES: Stocks issued by foreign companies,           Market
as well as commercial paper of foreign issuers                   Political
and obligations of foreign banks, overseas branches              Liquidity
of U.S. banks and supranational entities. Includes          Foreign Investment
American Depository Receipts.

RESTRICTED SECURITIES: Securities not registered                 Liquidity
under the Securities Act of 1933, such as privately               Market
placed commercial paper and Rule 144A securities.

VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations               Credit
with interest rates which are reset daily, weekly,               Liquidity
quarterly or some other period and which may be                   Market
payable to the Fund on demand.

WARRANTS: Securities, typically issued with                       Market
preferred stock or bonds, that give the holder                    Credit
the right to buy a proportionate amount of
common stock at a specified price.


                                       26
<PAGE>   706

INSTRUMENT                                                       RISK TYPE
- ----------                                                       ---------

PREFERRED STOCK: A class of stock that                            Market
generally pays a dividend at a specified rate
and has preference over common stock in
the payment of dividends and in liquidation.

MORTGAGE-BACKED SECURITIES: Debt obligations                    Pre-payment
secured by real estate loans and pools of loans.                  Market
These include collateralized mortgage obligations                 Credit
("CMOs"), Real Estate Mortgage Investment Conduits              Regulatory
("REMICs") and Stripped Mortgage-Backed Securities
("SMBS").

CORPORATE DEBT SECURITIES: Corporate bonds and                    Market
non-convertible debt securities.                                  Credit


ASSET-BACKED SECURITIES: Securities secured by                  Pre-payment
company receivables, home equity loans, truck and                 Market
auto loans, leases, credit card receivables and                   Credit
other securities backed by other types of                       Regulatory
receivables or other assets.

MORTGAGE DOLLAR ROLLS: A transaction in which                   Pre-payment
a Fund sells securities for delivery in a current                 Market
month and simultaneously contracts with the same                Regulatory
party to repurchase similar but not identical
securities on a specified future date.

ADJUSTABLE RATE MORTGAGE LOANS ("ARMS"): Loans                  Pre-payment
in a mortgage pool which provide for a fixed                      Market
initial mortgage interest rate for a                              Credit
specified period of time, after which the rate                  Regulatory
may be subject to periodic adjustments.

SWAPS, CAPS AND FLOORS: A Fund may enter into                   Management
these transactions to manage its exposure to                      Credit
changing interest rates and other factors. Swaps                 Liquidity
involve an exchange of obligations by two                         Market
parties. Caps and floors entitle a purchaser
to a principal 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.

NEW FINANCIAL PRODUCTS: New options and futures                 Management
contracts and other financial products continue                   Credit
to be developed and the Funds may invest in such                  Market
options, contracts and products.                                 Liquidity

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.


                                       27
<PAGE>   707


- -    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. 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 lender has when a borrower defaults on
     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.

- -    Zero Coupon Risk. The market prices of securities structured as zero
     coupon or pay-in-kind securities are generally affected to a greater extent
     by interest rate changes. These securities tend to be more volatile than
     securities which pay interest periodically.


                                       28
<PAGE>   708

If you want more information about the Fund, the following documents are free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Fund's investments
is available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed
information about the Fund and is incorporated into this prospectus by
reference.

HOW CAN I GET MORE INFORMATION? You can get a free copy of the semiannual/annual
reports or the SAI, request other information or discuss your questions about
the Fund by calling 1 800-480-4111 or by writing the Fund at:

         One Group(R) Mutual Funds
         3435 Stelzer Road
         Columbus, Ohio 43219

You can also review and copy the Fund's reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission ("SEC"). (For
information about the SEC's Public Reference Room call 1-800-SEC-0330). You can
also get reports and other information about the Fund from the SEC's web site at
http://www.sec.gov or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009 and paying a copying charge.


                                       29

<PAGE>   709
ONE GROUP(R) MUTUAL FUNDS




ONE GROUP(R) TECHNOLOGY FUND PROSPECTUS
NOVEMBER 1, 1999


The Securities and Exchange
Commission has not approved or
disapproved the shares of any of the Funds
as an investment or determined whether
this prospectus is accurate or
complete. Anyone who tells
you otherwise is committing
a crime.

<PAGE>   710
TABLE OF CONTENTS


FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE
  One Group Technology Fund

MORE ABOUT THE FUND
  Principal Investment Strategies
  Investment Risks
  Investment Policies
  Portfolio Quality
  Temporary Defensive Positions
  Portfolio Turnover

HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
  Purchasing Fund Shares
  Sales Charges
  Sales Charge Reductions and Waivers
  Exchanging Fund Shares
  Redeeming Fund Shares

SHAREHOLDER INFORMATION
  Voting Rights
  Dividend Policies
  Tax Treatment of Shareholders
  Shareholder Inquiries

MANAGEMENT OF ONE GROUP MUTUAL FUNDS
  The Advisor
  Advisory Fees
  The Fund Managers
  Year 2000 Readiness Disclosure

FINANCIAL HIGHLIGHTS

APPENDIX A:  INVESTMENT PRACTICES


<PAGE>   711



FUND SUMMARY:  INVESTMENTS, RISK & PERFORMANCE

ONE GROUP TECHNOLOGY FUND


WHAT IS THE GOAL OF THE TECHNOLOGY FUND?

The Fund is designed to provide long-term capital growth.

WHAT ARE THE TECHNOLOGY FUND'S MAIN INVESTMENT STRATEGIES?

The Fund mainly invests in equity securities of companies that have developed,
or are expected to develop, products, processes, or services that will provide
significant technological advances and improvements, as well as companies whose
processes or services will benefit from such advances and improvements. These
companies may include, for example, companies that develop, produce or
distribute products in the computer, electronics, communications, healthcare,
and biotechnology sectors. In selecting investments, Banc One Investment
Advisors searches for companies (regardless of size) whose stocks appear to be
trading below their true value. The Fund also will invest in companies that are
positioned for accelerated growth or higher earnings. For more information about
the Technology Fund's investment strategies, please read "More About the Fund"
and "Principal Investment Strategies."

WHAT ARE THE MAIN RISKS OF INVESTING IN THE TECHNOLOGY FUND?

The main risks of investing in the Technology Fund and the circumstances likely
to adversely affect your investment are described below. The share price of the
Technology Fund will change every day in response to interest rates and other
market conditions. You may lose money if you invest in the Technology Fund.

         Securities Of Technology Companies: The Fund's performance is closely
         tied to and affected by the technology sector. The stock price of
         technology companies tends to be more volatile than the stock price of
         companies in other industries. Competitive pressures also may have a
         significant effect on the financial condition of technology-sensitive
         companies. In addition, because of the rapid pace of technological
         development, products and services produced by companies in which the
         Fund invests may become obsolete or have relatively short product
         cycles. As a result the Fund's returns may be considerably more
         volatile than the returns of other mutual funds that do not invest in
         companies in the technology sector.

         Smaller Companies. The Fund's investments in smaller, newer companies
         may be riskier than investments in larger, more established companies.
         Small companies may be more vulnerable to economic, market, and
         industry changes. Because economic events have a greater impact on
         smaller companies, there may be greater and more frequent changes in
         their stock price. This may cause unexpected and frequent decreases in
         the value of your investment in the Fund.

         Market Risk. The Fund invests in equity securities (such as stocks)
         which are more volatile and carry more risks than some other forms of
         investment. The price of equity securities may rise or fall because
         economic or political changes or changes in a company's financial
         condition. Equity securities are also subject to "stock market risk"
         meaning that stock prices in general (or technology stock prices in
         particular) may decline over short or extended periods of time. When
         the value of the Fund's securities goes down, your investment in the
         Fund decreases in value.

         Derivative Risk. The Fund invests in securities that may be considered
         to be DERIVATIVES. The value of derivative securities (like
         mortgage-backed securities) is dependent upon the performance of
         underlying assets or securities. If the underlying assets do not
         perform as expected, the value of the derivative

                                       3

<PAGE>   712

         security and your investment in the Fund declines. Derivatives are more
         volatile and are riskier in terms of both liquidity and value than
         traditional investments.

         Not Diversified. The Fund is considered non-diversified and can invest
         more of its assets in securities of a single issuer than a
         "diversified" fund. In addition, the Fund's investments are
         concentrated in the technology sector. This concentration increases the
         risk of loss to the Fund by increasing its exposure to economic,
         business, political or regulatory developments that may be adverse to
         the technology sector of the economy.

         Not FDIC insured. An investment in the Fund is not a deposit of Bank
         One Corporation or any of its affiliates and is not insured or
         guaranteed by the Federal Deposit Insurance Corporation or any other
         governmental agency.

The Fund began operations on __, 1999 and does not have a full calendar year of
investment returns at the date of this Prospectus.


                                       4

<PAGE>   713


FEES AND EXPENSES OF THE TECHNOLOGY FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.


<TABLE>
<CAPTION>
- --------------------------------------------------- --------------- ------------- --------------- -----------------
SHAREHOLDER FEES (fees paid directly from your         CLASS A          CLASS B     CLASS C           CLASS I
investment)(1)

<S>                                                 <C>                 <C>         <C>                <C>
Maximum Sales Charge                                  5.25%              none         none              none
(Load) Imposed on Purchases
(as a percentage of
offering price)

Maximum Deferred Sales                                  none(2)          5.00%       1.00%              none
Charge (Load)(as a
percentage of original
purchase price of
redemption proceeds, as
applicable)

Redemption Fee                                          none             none         none              none

Exchange Fee                                            none             none         none              none


ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)(3)
Investment Advisory Fees                                1.00%          1.00%         1.00%            1.00%

Distribution [and/or
Service] (12b-1) Fees                                    .35%          1.00%         1.00%             none

 Other Expenses                                          .50%           .50%          .50%             .50%

Total Annual Fund Operating                             1.85%          2.50%         2.50%            1.50%
Expenses

Fee Waiver and/or Expense                               (.30%)         (.20%)        (.20%)           (.20%)
Reimbursement(4)

Net Expenses                                            1.55%          2.30%         2.30%            1.30%

- ----------------------------- --------------------- --------------- ------------- ------------- -------------------
</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, an annual $10.00 sub-minimum account fee may be applicable and a $7.00
charge may be 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) Banc One Investment Advisors Corporation and The One Group Services Company
have agreed to waive fees and/or reimburse expenses to limit total annual fund
operating expenses to 1.55% for Class A shares, 2.30% for Class B shares, 2.30%
for Class C shares, and 1.30% for Class I shares for the period beginning
November 1, 1999 and ending on October 31, 2000.

                                       5

<PAGE>   714


EXAMPLE: THE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS. THE EXAMPLES ASSUME
THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS INDICATED AND REFLECT
WHAT YOU WOULD PAY IF YOU EITHER REDEEMED ALL OF YOUR SHARES OR IF YOU CONTINUE
TO HOLD THEM AT THE END OF THE PERIODS SHOWN. THE EXAMPLES ALSO ASSUME THAT YOUR
INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE FUND'S OPERATING EXPENSES
REMAIN THE SAME. YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER THAN THOSE SHOWN
BELOW. THERE IS NO SALES CHARGE (LOAD) ON REINVESTED DIVIDENDS.


<TABLE>
<CAPTION>
- ----------------- ---------------- -------------------------------- -------------------------------- ----------------
                      CLASS A                 CLASS B(2)                        CLASS C                  CLASS I
                                   Assuming no     Assuming         Assuming no      Assuming
                                   redemption      redemption at    redemption       redemption at
                                                   the                               the end of
                                                   end of each                       each period
                                                   period
<S>                   <C>              <C>             <C>              <C>              <C>             <C>
1 Year(1)             $674             $233            $733             $233             $333            $132
3 Years               $1,049           $760            $1,060           $760             $760            $454
5 Years               $1,447           $1,313          $1,513           $1,313           $1,313          $800
10 Years              $2,557           $2,661          $2,661           $2,821           $2,821          $1,773
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
</TABLE>

(1) Without contractual fee waivers, 1 Year expenses would be as follows:

     Class A                       $703
     Class B (no redemption)       $253
     Class B (with redemption)     $753
     Class C (no redemption)       $253
     Class C (with redemption)     $353
     Class I                       $153

(2) Class B shares automatically convert to Class A shares after eight (8)
years. Therefore, the number in the "10 years" example for Class B Shares
represents a combination of Class A and Class B operating expenses.

                                       6
<PAGE>   715


MORE ABOUT THE FUND

The Fund described in this Prospectus is a series of One Group Mutual Funds and
is managed by Banc One Investment Advisors Corporation. For more information
about One Group and Banc One Investment Advisors, please read "Management of One
Group Mutual Funds" and the Statement of Additional Information.

PRINCIPAL INVESTMENT STRATEGIES

This Prospectus describes a mutual fund that is designed to provide long-term
growth of capital. The principal investment strategies that are used to meet the
Fund's investment objective are described in Fund Summary: Investments, Risk, &
Performance in the front of this prospectus. They are also described below.



- -    The Fund normally invests at least 65% of its total assets in common and
     preferred stocks, rights, warrants, convertible securities, and other
     equity securities that develop or benefit from significant technological
     advancements or improvements.

- -    Up to 35% of the Fund's total assets may be invested in U.S. government
     securities, other investment grade fixed income securities, cash and cash
     equivalents, and equity securities of companies outside the technology
     industry.

- -    The Fund may also invest up to 25% of its net assets in the securities of
     foreign issuers.

- -    The Fund also may engage in securities lending.

- -    Not all the securities purchased by the Fund will pay dividends.

There can be no assurance that the Fund will achieve its investment objectives.
Please note that the Fund may also use strategies that are not described below,
but which are described in the Statement of Additional Information..

INVESTMENT RISKS. The risks associated with investing in the Technology Fund are
described below and in Fund Summary: Investments, Risk, & Performance at the
front of this prospectus.

SECURITIES OF TECHNOLOGY COMPANIES: The Fund invests a significant portion of
its assets in the securities of companies in the technology sector. Because of
this focus, the Fund's performance is closely tied to and affected by this
sector. The stock price of technology companies tends to be more volatile than
the stock price of companies in other industries. Competitive pressures also may
have a significant effect on the financial condition of technology-sensitive
companies. For example, if technology continues to advance at an accelerated
rate, and the number of companies and product offerings continues to expand,
increasingly aggressive pricing may affect the profitability of companies in
which the Fund invests. In addition, because of the rapid pace of technological
development, products and services produced by companies in which the Fund
invests may become obsolete or have relatively short product cycles. As a result
the Fund's returns may be considerably more volatile than the returns of other
mutual funds that do not invest in securities of technology companies.

DERIVATIVES. The Funds may invest in securities that are considered to be
DERIVATIVES. These securities may be more volatile than other investments.
Derivatives present, to varying degrees, market, credit, leverage, liquidity,
and management risks. A Fund's use of derivatives may cause the Fund to
recognize higher amounts of short-term capital gains (generally taxed at
ordinary income tax rates) than if the Fund did not use such instruments.

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

                             WHAT IS A DERIVATIVE?

         Derivatives are securities or contracts (like futures and options) that
         derive their value from the performance of underlying assets or
         securities.

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


<PAGE>   716

For more information about risks associated with the types of investments that
the Technology Fund purchases, please read Fund Summary: Investments, Risk, &
Performance, Appendix A and the Statement of Additional Information.


INVESTMENT POLICIES

The 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 Fund. The full text of the fundamental
policies can be found in the Statement of Additional Information.

The Fund may not:

1.       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. This
         restriction applies with respect to 50% of the Fund's total assets.
         With respect to the remaining 50% of the Fund's total assets, it may
         not 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. This
         does not include securities issued or guaranteed by the United States,
         its agencies or instrumentalities, and repurchase agreements involving
         these securities.

2.       Concentrate its investments in the securities of one or more issuers
         conducting their principal business in a particular industry or group
         of industries (except the technology sector). 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 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.

Additional investment policies can be found in the Statement of Additional
Information.

PORTFOLIO QUALITY. Various rating organizations (like Standard & Poor's
Corporation and Moody's Investor Service) assign ratings to securities. Equity
securities, which will make up the bulk of the Fund's investments, are not rated
by rating organizations. Generally, ratings are divided into two main
categories: "Investment Grade Securities" and "Non-Investment Grade Securities."
Although there is always a risk of default, rating agencies believe that issuers
of Investment Grade Securities have a high probability of making payments on
such securities. Non-Investment Grade Securities include securities that, in the
opinion of the rating agencies, are more likely to default than Investment Grade
Securities. The Fund only purchases securities that meet the rating criteria
described below. Banc One Investment Advisors will look at a security's rating
at the time of investment. If the securities are unrated, Banc One Investment
Advisors must determine that they are of comparable quality to rated securities.

RATINGS OF THE FUND'S SECURITIES

- -    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.

For more information about ratings, please see "Description of Ratings" in the
Statement of Additional Information.

TEMPORARY DEFENSIVE POSITIONS To respond to unusual market conditions, the Fund
may invest all or most of its assets in Cash and CASH EQUIVALENTS (see below)
for temporary defensive purposes. These investments may result in a lower yield
than lower-quality or longer term investments and may prevent the Fund from
meeting its investment objectives.

                                       8
<PAGE>   717

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

                           WHAT IS A CASH EQUIVALENT?

          Cash Equivalents are highly liquid, high quality instruments with
          maturities of three months or less on the date they are purchased.
          They include securities issued by the U.S. Government, its agencies
          and instrumentalities, repurchase agreements (other than equity
          repurchase agreements), certificates of deposit, bankers' acceptances,
          commercial paper (rated in one of the two highest rating categories),
          variable rate master demand notes, and bank money market deposit
          accounts.

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

PORTFOLIO TURNOVER.

The Fund may engage in active and frequent trading of portfolio securities to
achieve their principal investment strategies. Portfolio turnover may vary
greatly from year to year, as well as within a particular year. Higher portfolio
turnover rates will likely result in higher transaction costs to the Fund and
may result in additional tax consequences to you. To the extent portfolio
turnover results in short-term capital gains, such gains will generally be taxed
at ordinary income tax rates.

                                       9
<PAGE>   718


HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS

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
     Fund is open for business, other than weekends, days on which the New York
     Stock Exchange ("NYSE") is closed, and the following holidays: New Year's
     Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
     Day, Independence Day, Labor Day, Thanksgiving, Christmas Eve, and
     Christmas.

- -    Purchase requests received by The One Group Services Company before 4 p.m.
     Eastern Time ("ET") will be effective that day. On occasion, the NYSE will
     close before 4 p.m. ET. When that happens, purchase requests received after
     the NYSE closes will be effective the following business 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.
     ET (i) on the business day after the order is placed if you are buying
     Class I 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?

One Group offers the following classes of shares:

- -    Class A, Class B and Class C shares are available to the general public.

- -    Class I 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."

- -    When deciding what class of shares to buy, you should consider the amount
     of your investment, the length of time you intend to hold the shares, and
     the sales charges and expenses applicable to each class of shares. If you
     intend to hold your shares for six or more years, Class B shares may be
     more 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. Sales
     charges are discussed in the section of this prospectus entitled SALES
     CHARGES.

One Group Fund Direct IRA and 403(b). One Group offers retirement plans. These
plans allows participants to defer taxes while their retirement savings grow.
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.

                                       10
<PAGE>   719

- -    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 following the close of the NYSE at 4:00 p.m. ET. On occasion,
              the NYSE will close before 4 p.m. ET. When that happens, NAV will
              be calculated as of the time the NYSE closes.

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 per Fund ($100 for employees
         of Bank One Corporation and its affiliates). The minimum initial
         investment for an IRA and 403(b) is $250.

      -  Subsequent investments must be at least $25 per Fund.

      -  You may purchase no more than $249,999 of Class B shares. This is
         because Class A shares offer a reduced sales charge on purchases of
         $250,000 or more and have lower expenses. The section of this
         prospectus entitled WHAT KIND OF SHARES CAN I BUY? provides information
         that can help you choose the appropriate share class.

      -  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) payable to "One Group" to:

         State Street Bank and Trust Company
         c/o One Group
         P.O. Box 8528
         Boston, MA 02266-8528

         Contributions to Fund Direct IRAs should be made payable to "State
         Street Bank and Trust Company for the Benefit of (your name)."

         If you choose to pay by wire, please call The One Group Services
         Company at 1-800-480-4111.

5.       All checks must be in U.S. dollars. One Group does not accept "third
         party checks." Checks made payable to any individual and endorsed to
         One Group Mutual Funds are considered third party checks.

         All checks must be payable to one of the following:

         -  One Group Mutual Funds;

         -  State Street Bank and Trust Company; or

         -  the specific Fund in which you are investing.

         Checks made payable to any party other than those listed above will be
         returned to the address provided on the account application.

6.       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).

                                       11
<PAGE>   720

7.       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.

8.       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 to the following
         wire address:

              State Street Bank and Trust Company
              Attn: Custody & Shareholder Services
              ABA 011 000 028
              DDA 99034167
              FBO One Group Fund (ex: One Group Technology --A)
              Your Account Number (ex: 123456789)
              Your Account Registration (ex: John Smith & Mary Smith, JTWROS)


      -  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, 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 One Group
              P.O. Box 8528
              Boston, MA 02266-8528

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 per Fund, but
minimum automatic additions are only $25 per Fund. 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 five (5) calendar days.

      -  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 calling The
         One Group Services Company at 1-800-480-4111 or by sending a letter to:

         State Street Bank and Trust Company
         c/o One Group
         P.O. Box 8528
         Boston, MA 02266-8528

CONVERSION FEATURE

                                       12
<PAGE>   721

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 Federal income 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 One Group Mutual Funds. Compensation comes from sales charges, 12b-1
fees and payments by The One Group Services Company from its own resources.

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                 SALES CHARGE                     COMMISSION
                                        AS A % OF THE                   AS A %                          AS A %
AMOUNT OF PURCHASES                    OFFERING PRICE             OF YOUR INVESTMENT               OF OFFERING PRICE
- -------------------                    --------------             ------------------               -----------------
<S>                                    <C>                         <C>                             <C>
Less than $50,000                            5.25%                         5.54%                         4.75%
$50,000-$99,999                              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 and 0.50% of the
         purchase price if you redeem within two years of purchase, unless The
         One Group Services Company receives notice before you invest indicating
         that your Shareholder Servicing Agent is waiving its commission.

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

                                       13
<PAGE>   722

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.

   -  No CDSC is not imposed on share appreciation, nor is a CDSC 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 the
      shares you have held for the longest time and thus have the lowest CDSC.

   -  If you exchange Class B or Class C shares of an unrelated mutual fund
      for Class B or Class C shares of One Group in connection with a fund
      reorganization, the CDSC applicable to your original shares (including
      the period of time you have held those shares) will be applied to One
      Group shares you receive in the reorganization.

12b-1 FEES

Each One Group Fund has adopted a plan under Rule 12b-1 that allows it to pay
distribution and shareholder servicing fees for the sale and distribution of
shares of the Funds. These fees are called 12B-1 FEES. 12b-1 fees are paid by
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 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 Class I 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.

- -  Because 12b-1 fees are paid out of Fund assets on an on-going basis, over
   time these fees will increase the cost of your investment and may cost you
   more than paying other types of sales charges.

                                       14
<PAGE>   723

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:

      -  One Group.

      -  Bank 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 One Group
         and their subsidiaries and affiliates.

      -  An investment sub-advisor of a fund of One Group and such sub-advisor's
         subsidiaries and affiliates.

4.       Bought by:

      -  Affiliates of Bank One Corporation and certain accounts (other than IRA
         Accounts) for which an Intermediary acts in a fiduciary, advisory,
         agency, custodial or Accounts which participate in select affinity
         programs with Bank One Corporation and its affiliates and subsidiaries.

      -  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.

      -  Certain 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.

                                       15
<PAGE>   724

5.       Bought with proceeds from the sale of Class I shares of a One Group
         Fund or acquired in an exchange of Class I 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,
         including a One Group Fund, 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 One Group Fund.

8.       Bought with assets of 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.

WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

1.       If you withdraw no more than 10% of the value of your account in a 12
         month period. Shares received from dividend and capital gains
         reinvestment are included in calculating amounts eligible for this
         waiver. You need to participate in the Systematic Withdrawal Plan to
         take advantage of this waiver.

2.       If you buy the shares in connection with certain retirement plans,
         such as 401(k) and similar qualified plans.

3.       If you are the shareholder (or a joint shareholder), or a participant
         or beneficiary of certain retirement plans and you die or become
         disabled (as defined by 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.       Exchanged 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.       Exchanged for Class B shares of other One Group Funds. However, you may
         pay a sales charge when you redeem the Fund shares you received in the
         exchange. Please read Do I pay a Sales Charge on an Exchange?.

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1.       If you withdraw no more than 10% of the value of your account. Shares
         received from dividend and capital gains reinvestment are included in
         calculating amounts eligible for this waiver. You need to participate
         in the Systematic Withdrawal Plan to take advantage of this waiver.

2.       If you buy the shares in connection with certain retirement plans,
         such as 401(k) and similar qualified plans.

3.       If you are the shareholder (or a joint shareholder), or a participant
         or beneficiary of certain retirement plans and you die or become
         disabled (as defined by 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.       Exchanged in connection with plans of reorganizations of a Fund, such
         as mergers, asset acquisitions and exchange offers to which a Fund is a
         party.

                                       16
<PAGE>   725

6.       Exchanged for Class C shares of other One Group Funds. However, you may
         pay a sales charge when you redeem the Fund shares you received in the
         exchange. Please read Do I pay a Sales Charge on an Exchange?.

7.       If The One Group Services Company receives notice before you invest
         indicating that your Shareholder Servicing Agent, due to the type of
         account that you have, is waiving its commission.

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. These waivers
will not continue indefinitely and may be discontinued at any time without
notice.


EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

      -  Class I shares of a Fund may be exchanged for Class A shares of that
         Fund or for Class A or Class I shares of another One Group Fund.

      -  Class A shares of a Fund may be exchanged for Class I shares of that
         Fund or for Class A or Class I shares of another One Group Fund, 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
         One Group Fund.

      -  Class C shares of a Fund may be exchanged for Class C shares of another
         One Group Fund.

One Group Funds offer a Systematic Exchange Privilege which allows you to
automatically exchange shares of one fund to another on a monthly or quarterly
basis. This privilege is useful in Dollar Cost Averaging. To participate in the
Systematic Exchange Privilege, please select it on your account application. To
learn more about it, please call The One Group Services Company at
1-800-480-4111.

One Group does not charge a fee for this privilege. In addition, 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.,
         ET.

      -  You have provided 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 Class I 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:

                                       17

<PAGE>   726

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
         for Federal income tax purposes.

      -  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, 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, 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. ET (or when the NYSE closes) 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:

         One Group
         c/o State Street Bank and Trust Company
         P.O. Box 8528
         Boston, MA 02266-8528

      -  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 participant in 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;

         3.       the redemption check is mailed to the shareholder at the
                  record address; or

                                       18
<PAGE>   727

         4.       the redemption is payable by wire or bank transfer (ACH) to a
                  pre-existing bank account.

- -  On the Account Application Form you may elect to have the redemption proceeds
   mailed or wired to:

         1.       a designated commercial bank; or

         2.       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 Class I shares and the Fund receives your
         redemption request by 4:00 p.m. ET (or when the NYSE closes), 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. ET (or when the NYSE closes), 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 The One Group Service 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.

   -  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, 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 you begin participating in the Plan.
                  Shares received from dividend and capital gains reinvestment
                  are included in calculating the 10%. The applicable Class B or
                  Class C sales charge is waived provided your withdrawals do
                  not exceed 10% annually. Withdrawals in excess of 10% will
                  subject the entire annual withdrawal to the applicable sales
                  load.

                                       19

<PAGE>   728


         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

   -  Generally, all redemptions will be for cash. However, if you redeem shares
      worth $500,000 or more of the Fund's assets, the Fund reserves the right
      to pay part or all of your redemption proceeds in readily marketable
      securities instead of cash. If payment is made in securities, the Fund
      will value the securities selected in the same manner in which it computes
      NAV. This process minimizes the effect of large redemptions on the Fund
      and its remaining shareholders.

   -  If you redeem shares for which you paid by check, and One Group has not
      yet received payment on the check, 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, One Group charges
      a sub-minimum account fee. Accounts under $1,000 that are not
      participating in a Systematic Investment Plan will be assessed an annual
      fee of $10.00 per Fund. The sub-minimum account fee will not apply to IRA
      accounts and the accounts of employees of Bank One Corporation and its
      affiliates.

   -  One Group may suspend your ability to redeem when:

         1.       Trading on the New York Stock Exchange ("NYSE") is restricted.

         2.       The NYSE is closed (other than weekend and holiday closings).

         3.       The SEC has permitted a suspension.

         4.       An emergency exists.

         The Statement of Additional Information offers more details about this
         process.

         -  You generally will recognize a gain or loss on a redemption for
            Federal income tax purposes. You should talk to your tax advisor
            before making a redemption.

                                       20
<PAGE>   729

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.

DIVIDEND POLICIES

DIVIDENDS

The Fund generally declares dividends on the last business day of each quarter.
Dividends for the Fund are distributed on the first business day of the next
month after they are declared. Capital gains, if any, for the Fund are
distributed at least annually.

The Fund pays 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 Class I 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 8528, Boston, MA
02266-8528, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street. You also may call The One Group Services Company
at 1-800-480-4111 to make this change.

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 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. Reinvested dividends and distributions receive the same tax
treatment as dividends and distributions paid in cash.

TAXATION OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income
(including, for this purpose, the excess of net short-term capital gains over
net long-term capital losses and net capital gains (i.e., the excess of net
long-term capital gains over net short-term capital losses) 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 distributions from a Fund's long-term
capital gains will be taxable to you as such, regardless of how long you have
held the shares. Distributions are taxable to you even if they are paid from
income or gains earned by a Fund prior to your investment (and thus were
included in the price you paid).

                                       21
<PAGE>   730

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid in the previous year.

TAXATION OF RETIREMENT PLANS

Distributions by the Fund to qualified retirement plans generally 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 Fund provides 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 Fund or its 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, call
1-800-480-4111 or visit www.onegroup.com.

REPORTING

In March and September you will receive a financial report from One Group. In
addition, One Group will periodically send you proxy statements and other
reports.

                                       22
<PAGE>   731


MANAGEMENT OF ONE GROUP MUTUAL FUNDS

THE ADVISOR


Banc One Investment Advisors (1111 Polaris Parkway, P.O. Box 71021, Columbus,
Ohio 43271-0211) makes the day-to-day investment decisions for the Fund and
continuously reviews, supervises and administers the Fund's investment program.
Banc One Investment Advisors performs its responsibilities subject to the
supervision of, and policies established by, the Trustees of One Group
Mutual Funds. Banc One Investment Advisors has served as investment advisor
to the Trust since its inception. In addition, Banc One Investment Advisors
serves as investment advisor to other mutual funds and individual corporate,
charitable, and retirement accounts. As of June 30, 1999, Banc One Investment
Advisors, an indirect wholly-owned subsidiary of Bank One Corporation, managed
over $126 billion in assets.




ADVISORY FEES

Banc One Investment Advisors is paid a fee based on an annual percentage of the
average daily net assets of the Fund. The Fund began operations on             ,
1999 and does not have a full fiscal year of advisory fees. Under the investment
advisory agreement with the Fund, Banc One Investment Advisors is entitled to a
fee, which is calculated daily and paid monthly, equal to 1.00% of the assets of
the Fund.

THE FUND MANAGERS

The Fund is managed by a team of Fund 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.

YEAR 2000 READINESS DISCLOSURE

The services provided to One Group by Banc One Investment Advisors and other
service providers (including foreign sub-custodians and depositories) are
dependent on those service providers' computer systems. Many computer software
and hardware systems in use today cannot distinguish between the year 2000 and
the year 1900 because of the way dates are encoded and calculated (the "Year
2000 Issue"). The failure to make this distinction could have a negative
implication on handling securities, trades, pricing and account services. Banc
One Investment Advisors and One Group's other service providers are taking steps
that each believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems they use. The Funds have no reason to believe
these steps will not be sufficient to avoid any material adverse impact on One
Group, although there can be no assurances. The costs or consequences of
incomplete or untimely resolution of the Year 2000 Issue are unknown to Banc One
Investment Advisors and One Group's other service providers at this time but
could have a material adverse impact on the operations of One Group, Banc One
Investment Advisors, The One Group Services Company and One Group's other
service providers.

In addition, companies in which the Fund invests may experience Year 2000
problems. Foreign issuers, especially those in emerging markets, may be more
susceptible to such problems than U.S. issuers. These problems could negatively
affect the value of the issuer's securities, which in turn could impact the
Fund's performance.

                                       23

<PAGE>   732


This section normally would include Financial Highlights for the Fund. Because
the Fund had not begun operations as of June 30, 1999, there are no Financial
Highlights for the Fund.

                                       24

<PAGE>   733




                                   APPENDIX A
                                   ----------


INVESTMENT PRACTICES

The Fund invests in a variety of securities and employs 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 Fund, 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.




INSTRUMENT                                                    RISK TYPE
- ----------                                                    ---------

U.S. TREASURY OBLIGATIONS: Bills, notes,                       Market
bonds, STRIPS, and CUBES.

TREASURY RECEIPTS: TRS, TIGRs, and CATS.                       Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities                  Market
issued by agencies and instrumentalities of                    Credit
the U.S. Government. These include Ginnie Mae,
Fannie Mae, and Freddie Mac.

CERTIFICATES OF DEPOSIT: Negotiable instruments                Market
with a stated maturity.                                        Credit
                                                              Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by              Liquidity
a bank in exchange for the deposit of funds.                   Credit
                                                               Market

COMMON STOCK: Shares of ownership of a company.                Market

REPURCHASE AGREEMENTS: The purchase of a security              Credit
and the simultaneous commitment to return the                  Market
security to the seller at an agreed upon price                Liquidity
on an agreed upon date. This is treated as a loan.

REVERSE REPURCHASE AGREEMENTS: The sale of a security          Market
and the simultaneous commitment to buy the security           Leverage
back at an agreed upon price on an agreed upon
date. This is treated as a borrowing by a Fund.


SECURITIES LENDING: The lending of up to 33 1/3%               Credit
of the Fund's total assets. In return the Fund                 Market
will receive cash, other securities, and/or                   Leverage
letters of credit as collateral.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS:                Market
Purchase or contract to purchase securities                   Leverage
at a fixed price for delivery at a future date.               Liquidity
                                                               Credit

INVESTMENT COMPANY SECURITIES: Shares of other                 Market
mutual funds, including One Group money market
funds and shares of other money market funds
for which Banc One Investment Advisors serves as

                                       25
<PAGE>   734

INSTRUMENT                                                        RISK TYPE
- ----------                                                        ---------

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                   Market
that convert to common stock.                                      Credit


CALL AND PUT OPTIONS: A call option gives the buyer              Management
the right to buy, and obligates the seller of the                 Liquidity
option to sell, a security at a specified price. A                 Credit
put option gives the buyer the right to sell, and                  Market
obligates the seller of the option to buy, a security             Leverage
at a specified price. The Funds will sell only
covered call and secured put options.

FUTURES AND RELATED OPTIONS: A contract providing                Management
for the future sale and purchase of a specified                    Market
amount of a specified security, class of securities,               Credit
or an index at a specified time in the future and                 Liquidity
at a specified price.                                             Leverage

REAL ESTATE INVESTMENT TRUSTS ("REITS"): Pooled                   Liquidity
investment vehicles which invest primarily in                    Management
income producing real estate or real estate                        Market
related loans or interest.                                       Regulatory
                                                                     Tax
                                                                 Pre-payment

BANKERS' ACCEPTANCES: Bills of exchange or time                    Credit
drafts drawn on and accepted by a commercial bank.                Liquidity
Maturities are generally six months or less.                       Market

COMMERCIAL PAPER: Secured and unsecured short-term                 Credit
promissory notes issued by corporations and other                 Liquidity
entities. Maturities generally vary from a few                     Market
days to nine months.

FOREIGN SECURITIES: Stocks issued by foreign companies,            Market
as well as commercial paper of foreign issuers                    Political
and obligations of foreign banks, overseas branches               Liquidity
of U.S. banks and supranational entities. Includes           Foreign Investment
American Depository Receipts.

RESTRICTED SECURITIES: Securities not registered                  Liquidity
under the Securities Act of 1933, such as privately                Market
placed commercial paper and Rule 144A securities.

VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations                Credit
with interest rates which are reset daily, weekly,                Liquidity
quarterly or some other period and which may be                    Market
payable to the Fund on demand.

WARRANTS: Securities, typically issued with                        Market
preferred stock or bonds, that give the holder                     Credit
the right to buy a proportionate amount of
common stock at a specified price.

PREFERRED STOCK: A class of stock that                             Market
generally pays a dividend at a specified rate
and has preference over common stock in

                                       26
<PAGE>   735

INSTRUMENT                                                        RISK TYPE
- ----------                                                        ---------

the payment of dividends and in liquidation.

MORTGAGE-BACKED SECURITIES: Debt obligations                     Pre-payment
secured by real estate loans and pools of loans.                   Market
These include collateralized mortgage obligations                  Credit
("CMOs"), Real Estate Mortgage Investment Conduits               Regulatory
("REMICs") and Stripped Mortgage-Backed Securities
("SMBS").

CORPORATE DEBT SECURITIES: Corporate bonds and                     Market
non-convertible debt securities.                                   Credit

SWAPS, CAPS AND FLOORS: A Fund may enter into                    Management
these transactions to manage its exposure to                       Credit
changing interest rates and other factors. Swaps                  Liquidity
involve an exchange of obligations by two                          Market
parties. Caps and floors entitle a purchaser
to a principal 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.

NEW FINANCIAL PRODUCTS: New options and futures                  Management
contracts and other financial products continue                    Credit
to be developed and the Funds may invest in such                   Market
options, contracts and products.                                  Liquidity

INDEX SHARES: Ownership interest in unit investment trusts         Market
and other pooled investment vehicles that hold a portfolio
of securities or stocks designed to track the price performance
and dividend yield of a particular index including Standard
& Poor's Depository Receipts ("SPDRs") and Nasdaq-100s.

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 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


<PAGE>   736

         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. 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 lender has when a borrower defaults on
         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.

- -        Zero Coupon Risk. The market prices of securities structured as zero
         coupon or pay-in-kind securities are generally affected to a greater
         extent by interest rate changes. These securities tend to be more
         volatile than securities which pay interest periodically.

                                       28
<PAGE>   737


If you want more information about the Fund, the following documents are free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Fund's investments
is available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed
information about the Fund and is incorporated into this prospectus by
reference.

HOW CAN I GET MORE INFORMATION? You can get a free copy of the semiannual/annual
reports or the SAI, request other information or discuss your questions about
the Fund by calling 1 800-480-4111 or by writing the Fund at:

         One Group(R) Mutual Funds
         3435 Stelzer Road
         Columbus, Ohio 43219

You can also review and copy the Fund's reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission ("SEC"). (For
information about the SEC's Public Reference Room call 1-800-SEC-0330). You can
also get reports and other information about the Fund from the SEC's web site at
http://www.sec.gov or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009 and paying a copying charge.

                                       29
<PAGE>   738

ONE GROUP(R) MUTUAL FUNDS




ONE GROUP(R) TAX-EXEMPT MONEY MARKET FUND
NOVEMBER 1, 1999






The Securities and Exchange
Commission has not approved or
disapproved the shares of any of the Funds
as an investment or determined whether
this prospectus is accurate or
complete. Anyone who tells
you otherwise is committing
a crime.





<PAGE>   739


TABLE OF CONTENTS

FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE
  One Group Tax-Exempt Money Market Fund

MORE ABOUT THE FUND
  Principal Investment Strategies
  Investment Risks
  Investment Policies
  Portfolio Quality and Maturity

HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
  Purchasing Fund Shares
  Exchanging Fund Shares
  Redeeming Fund Shares

SHAREHOLDER INFORMATION
  Shareholder Information
  Dividend Policies
  Tax Treatment of Shareholders
  Shareholder Inquires

MANAGEMENT OF ONE GROUP MUTUAL FUNDS
  The Advisor
  Year 2000 Readiness Disclosure

FINANCIAL HIGHLIGHTS

APPENDIX A: INVESTMENT PRACTICES

                                       2
<PAGE>   740


FUND SUMMARIES: INVESTMENTS, RISK & PERFORMANCE

ONE GROUP TAX-EXEMPT MONEY MARKET FUND

WHAT IS THE GOAL OF THE TAX-EXEMPT MONEY MARKET FUND?

The Fund seeks as high a level of current interest income free of Federal income
tax as is consistent with the preservation of capital, maintenance of liquidity
and relative stability of principal.

WHAT ARE THE TAX-EXEMPT MONEY MARKET FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests exclusively in high quality, short-term money market
instruments. These instruments consist primarily of municipal securities,
certificates of deposit and commercial paper. The Fund will comply with
Securities and Exchange ("SEC") rules applicable to all money market funds,
including Rule 2a-7 under the Investment Company Act of 1940. The Fund will
concentrate its investments in the financial services industry. For more
information about the Tax-Exempt Money Market Fund's investment strategies,
please read "More About the Funds" and "Principal Investment Strategies."

WHAT ARE MUNICIPAL SECURITIES?

Municipal securities are bonds and notes issued by 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. The securities are
issued to raise funds for various public and private purposes.

HOW WILL MY INVESTMENT BE TAXED?

Up to 20% of the Fund's assets may be invested in municipal securities, the
interest on which may be subject to the Federal alternative minimum tax for
individuals. 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.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE TAX-EXEMPT MONEY MARKET FUND?

The main risks of investing in the Tax-Exempt Money Market Fund and the
circumstances likely to adversely affect your investment are described below.
Before you invest, please read "More About One Group Mutual Funds" and
"Investment Risks."

         Credit Risk. Because the Fund only invests in high quality obligations
         and limits its average maturity to 90 days or less, credit risk is
         minimized. Nonetheless, if an issuer fails to pay interest or
         principal, the value of your investment in the Fund could decline.
         Because the Fund invests in securities that are backed by "credit
         enhancements" such as letters of credit, the value of your investment
         in the Fund also could decrease if the value of the securities in the
         portfolio decreases in response to the declining credit quality of a
         credit enhancement provider.

         Interest Rate Risk. The yield paid by the Fund will increase or
         decrease with changes in short-term interest rates.

         Net Asset Value. There is no assurance that the Fund will meet its
         investment objective of maintaining a net asset value of $1.00 per
         share on a continuous basis.

         Not FDIC insured. An investment in the Fund is not a deposit of Bank
         One Corporation or any of its subsidiaries and is not insured or
         guaranteed by the Federal Deposit Insurance Corporation or any other

                                       3
<PAGE>   741

         governmental agency. Although the Fund seeks to preserve the value of
         your investment at $1.00 per share, it is possible to lose money by
         investing in the Fund.


HOW HAS THE TAX-EXEMPT MONEY MARKET FUND PERFORMED?

The Tax-Exempt Money Market Fund was not in operation as of June 30, 1998.
Therefore, the performance that normally would be provided in this section is
unavailable. However, to obtain the Fund's current yield information, please
call toll-free 1-877-691-1118.

                                       4

<PAGE>   742


FEES AND EXPENSES OF THE TAX-EXEMPT MONEY MARKET FUND

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.

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

Shareholder Fees (fees paid directly from your         CLASS I       CLASS S
investment)(1)                                         -------       -------

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

Maximum Deferred Sales                                  none           none
Charge (Load)(as a
percentage of original
purchase price of
redemption proceeds, as
applicable)

Redemption Fee                                          none           none

Exchange Fee                                            none           none

ANNUAL FUND OPERATING EXPENSES (expenses                .10%           .10%
that are deducted from Fund assets)

Investment Advisory Fees

Distribution [and/or                                    none           none
Service] (12b-1) Fees

 Other Expenses                                         .18%           .40%

Total Annual fund Operating                             .25%           .50%
Expenses

Fee Waiver and/or Expense                              (.07%)         (.15%)
Reimbursement(2)
                                                        .18%           .35%
Net Expenses
- ----------------------------- --------------------- ------------- --------------

(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, an annual $10.00 sub-minimum account fee may be applicable and a $7.00
charge may be deducted from redemption amounts paid by wire.

(2) Banc One Investment Advisors Corporation and The One Group Services Company
have agreed to waive fees and/or reimburse expenses to limit total annual fund
operating expenses to .18% for Class I shares and .35% for Class S shares for
the period beginning November 1, 1999 and ending on October 31, 2000.


                                       5
<PAGE>   743

EXAMPLE: THE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS. THE EXAMPLES ASSUME
THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS INDICATED AND REFLECT
WHAT YOU WOULD PAY IF YOU EITHER REDEEMED ALL OF YOUR SHARES OR CONTINUED TO
HOLD THEM AT THE END OF THE PERIODS SHOWN. THE EXAMPLES ALSO ASSUME THAT YOUR
INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE FUND'S OPERATING EXPENSES
REMAIN THE SAME. YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER THAN THOSE SHOWN
BELOW. THERE IS NO SALES CHARGE (LOAD) ON REINVESTED DIVIDENDS.

- -------------------- ------------------ -------------------
                          CLASS I            CLASS S
- -------------------- ------------------ -------------------
1 Year(1)                   $ 18               $ 36
3 Years                     $ 73               $145
5 Years                     $134               $264
10 Years                    $311               $613
- ----------------------------- -----------------------------

1 Without contractual fee waivers, 1 Year expenses for Class I shares would be
$26 and for Class S shares would be $51.

                                       6

<PAGE>   744
MORE ABOUT THE FUND

The fund described in this Prospectus is a series of One Group Mutual Funds
("One Group") and is managed by Banc One Investment Advisors Corporation ("Banc
One Investment Advisors"). For more information about One Group and Banc One
Investment Advisors, please read "Management of the Funds" and the Statement of
Additional Information.

PRINCIPAL INVESTMENT STRATEGIES

The mutual fund described in this Prospectus are designed to produce high
current interest income free of Federal tax consistent with the preservation of
capital, maintenance of liquidity and stability of principal. The principal
investment strategies that are used to meet the Fund's investment objective are
described in Fund Summaries: Investments, Risk & Performance in the front of
this Prospectus. They are also described below.

There can be no assurance that the Fund will achieve its investment objective.
Please note that the Fund also may use strategies that are not described below,
but which are described in the Statement of Additional Information.

         ONE GROUP TAX-EXEMPT MONEY MARKET FUND. The Fund invests only in U.S.
               dollar denominated securities.
         -     The average maturity on a dollar-weighted basis of the securities
               held by the Fund will be 90 days or less.
         -     Each security held by the Fund will mature in 397 days or less.
         -     The Fund will acquire only those securities that present minimal
               credit risks.
         -     The Fund invests exclusively in money market instruments. These
               include, but are not limited to:
                  1.   U.S. Treasury obligations and obligations issued or
                       guaranteed by U.S. agencies or instrumentalities.
                  2.   mortgage backed securities.
                  3.   commercial paper.
                  4.   bank obligations and deposit notes.
                  5.   notes/bonds.
                  6.   medium term notes.
                  7.   funding agreements.
                  8.   domestic or Yankee or Euro certificates of deposit.
         -    The Fund will purchase municipal securities only if the issuer
              receives assurances from its legal counsel that the interest
              payable on the securities is exempt from Federal personal income
              tax.

         -    The Fund invests at least 80% of its net assets in municipal
              securities.

          ----------------------------------------------------------------------
                       What is Average Weighted Maturity?

          Average weighted maturity is the average of all the current maturities
          (that is, the term of the securities) of the individual securities in
          a fund. Average weighted maturity is important to investors as an
          indication of a fund's sensitivity to changes in interest rates. The
          longer the average weighted maturity, the more fluctuation in yield
          you can expect.

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

INVESTMENT RISKS

The main risks associated with investing in the Tax-Exempt Money Market Fund are
described in the Fund Summaries: Investments, Risk & Performance in the front of
this Prospectus. Additional risks are described below.

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.

                                       7
<PAGE>   745

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.

PREPAYMENT AND CALL RISK: As part of its investment strategy, the Tax-Exempt
Money Market Fund invests in mortgage-backed and asset-backed securities. These
securities are subject to prepayment and all risks. The issuers of these
securities may be able to repay principal early, especially when interest rates
fall. Changes in prepayment rates can affect the return on investment and yield
of mortgage-backed and asset-backed securities volatile. When obligations are
prepaid, the Fund may have to reinvest in securities with lower yields. The Fund
may fail to recover premiums paid for the securities, resulting in an unexpected
capital loss.

DERIVATIVES. The Tax-Exempt Money Market Fund may invest in securities that are
considered to be DERIVATIVES. These securities may be more volatile than other
investments. Derivatives present, to varying degrees, market, credit, leverage,
liquidity, and management risks.


                  ---------------------------------------------------------
                                   WHAT IS A DERIVATIVE?

                  Derivatives are securities or contracts (like futures and
                  options) that derive their value from the performance of
                  underlying assets or securities.

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

For more information about risks associated with the types of investments that
the Institutional Money Market Funds purchase, please read the Fund Summaries:
Investments, Risk & Performance, Appendix A and the Statement of Additional
Information.

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.

The 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 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 regard to this
         restriction as permitted by applicable law.

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

                                       8
<PAGE>   746

6.       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 or
         instrumentalities, domestic bank certificates of deposit or banker's
         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

Additional investment policies can be found in the Statement of Additional
Information.


ILLIQUID INVESTMENTS. The 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 Board of Trustees of
One Group Mutual Funds in determining whether an investment is illiquid.

PORTFOLIO QUALITY AND MATURITY. The quality and maturity of money market funds
are subject to SEC rules. Quality is generally restricted to the two highest
short term ratings or their equivalent. Maturity is limited both as to total
portfolio average and as to each individual security. With respect to portfolio
average, the rules limit the Fund's average weighted maturity to 90 days. With
respect to each individual security, remaining maturity is restricted to 397
days at acquisition. Moreover, the SEC rules limit exposure to a single issuer
to 5% of a money market fund's assets (although there is no limit on government
securities).

                                       9

<PAGE>   747



HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS

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:

- -        Institutional investors and other accredited investors, including
         affiliates of BANK 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.

- -        If you have questions about eligibility, please call The One Group
         Services Company at 1-877-691-1118.

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, days on which the
         New York Stock Exchange ("NYSE") is closed, 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, Christmas Eve 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 before 5:00 p.m. ET.

- -        In addition, the Fund's custodian, State Street Bank and Trust Company,
         must receive "federal funds" before 4:00 p.m. ET, 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
         shareholders to accept the order.

- -        Shares are electronically recorded. Therefore, certificates will not be
         issued.


                                       10


<PAGE>   748


WHAT KIND OF SHARES CAN I BUY?

One Group offers the following classes of shares:

- -        Class I shares are available to institutional investors and any
         organization authorized to act in a fiduciary, advisory, custodial or
         agency capacity. We refer to these entities as "Intermediaries".

- -        Class S shares are available to Intermediaries purchasing shares on
         behalf of investors requiring additional services.

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 Fund uses its best efforts to maintain its NAV
         at $1.00, although there is no guarantee that it will be able to do so.

- -        NAV is calculated each business day as of  5:00 p.m. ET.

HOW DO I OPEN AN ACCOUNT?

1.       Read the prospectus carefully.

2.       Decide how much you want to invest.

         -    The minimum initial investment is $1,000,000. You also must
              maintain a minimum account balance of $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 authorize a bank transfer or
         initiate a wire transfer payable to "One Group" to:

         State Street Bank and Trust Company
         c/o One Group
         P.O. Box 8528
         Boston, MA 02266-8528

5.       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.

6.       If you have any questions, contact your Shareholder Servicing Agent or
         call The One Group Services Company at 1-877-691-1118.

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 1-877-691-1118 to relay your purchase instructions.

                                       11
<PAGE>   749

- -        Authorize a bank transfer or initiate a wire transfer payable to "One
         Group" to State Street Bank and Trust Company to the following wire
         address:

         State Street Bank & Trust Company
         Attn: Custody & Shareholder Services
         ABA 011 000 028
         DDA 99034167
         FBO One Group Fund (ex: One Group Institutional Prime Money Market
         Fund)
         Your Account Number (ex: 123456789)
         Your Account Registration (ex: ABC Corporation)

- -        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, 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 One Group
         P.O. Box 8528
         Boston, MA 02266-8528


EXCHANGING FUND SHARES

WHAT ARE MY EXCHANGE PRIVILEGES?

You may exchange your shares for shares of any other One Group Institutional
Money Market Fund.

- -        One Group may change the terms and conditions of your exchange
         privileges upon 60 days written notice.

- -        One Group Funds offers a Systematic Exchange Privilege which allows you
         to automatically exchange shares of one fund to another on a monthly or
         quarterly basis. This privilege is useful in Dollar Cost Averaging. To
         participate in the Systematic Exchange Privilege, please select it on
         your account application. To learn more about it, please call The One
         Group Services Company at 1-877-691-1118.

- -        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 3:00 p.m.
         ET.

- -        You have provided 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.

ARE EXCHANGES TAXABLE?

Generally:

- -        An exchange between Funds is considered a sale and may result in a
         capital gain or loss for Federal income tax purposes.

- -        You should talk to your tax advisor before making an exchange.

                                       12
<PAGE>   750

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, 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, 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 Fund is open for
business.

- -        Redemption requests received by The One Group Services Company before
         5:00 p.m. ET 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 One Group
         P.O. Box 8528
         Boston, MA 02266-8528

- -        You may request redemption forms by calling The One Group Services
         Company at 1-877-691-1118

- -        State Street Bank and Trust Company may require that the signature on
         your redemption request be guaranteed by a participant in 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;

         3.   the redemption check is mailed to the shareholder at the record
              address; or

         4.   the redemption is payable by wire or bank transfer (ACH) to a
              pre-existing bank account.

- -        On the Account Application Form you may elect to have the redemption
         proceeds mailed or wired to:

         1.   A designated commercial bank; or

         2.   Your Shareholder Servicing Agent.

                                       13
<PAGE>   751


- -        Your redemption proceeds will ordinarily be paid within seven days
         after receipt of the redemption request. If you have wire instructions
         on file, the Fund will attempt to honor requests for same day payment
         if the request is received before 5:00 p.m. ET. If redemption requests
         are received after those times, the Fund will attempt to wire payment
         the next business day.

WHAT WILL MY SHARES BE WORTH?

- -        The NAV of shares of the Fund 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 The One Group Services Company
         at 1-877-691-1118 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.

- -        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, 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

- -        Generally, all redemptions will be for cash. However, if you redeem
         shares worth 3% or more of the Fund's assets, the Fund reserves the
         right to pay part or all of your redemption proceeds in readily
         marketable securities instead of cash. If payment is made in
         securities, the Fund will value the securities selected in the same
         manner in which it computes its NAV. This process minimizes the effect
         of large redemptions on the Fund and its remaining shareholders.

- -        If you redeem shares for which you paid by check, and One Group has not
         yet received payment on the check, One Group will delay forwarding your
         redemption proceeds until payment has been collected from your bank.

- -        One Group may suspend your ability to redeem when:

         1.   Trading on the NYSE is restricted.

         2.   The NYSE is closed (other than weekend and holiday closings).

         3.   The SEC has permitted a suspension.

         4.   An emergency exists.

The Statement of Additional Information offers more details about this process.

- -        You generally will recognize a gain or loss on a redemption for Federal
         income tax purposes. You should talk to your tax adviser before making
         a redemption.


                                       14

<PAGE>   752


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.


DIVIDEND POLICIES

DIVIDENDS

Dividends payable on Class I shares will be more than those payable on Class S
shares. This is because Class S shares have higher expenses.

The Fund generally declares dividends each business day. Dividends are
distributed on the first business day of the next month after they are declared.
Capital gains, if any, for the Fund 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 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 8528, Boston, MA
02266-8528, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street. You may change the way you receive dividends and
distributions by calling The One Group Services Company at 1-877-691-1118.

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. Reinvested dividends and distributions receive the same tax
treatment as dividends and distributions paid in cash.

TAXATION OF DISTRIBUTIONS

The Fund will distribute substantially all of its net investment income. The
Fund 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 federal state and local taxes, both for
individuals and corporate shareholders. Corporate shareholders will be required
to take the interest on municipal securities into account in determining their
alternative minimum taxable income

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.

                                       15

<PAGE>   753

TAX INFORMATION

The Form 1099 that is mailed to eligible taxpayers in January details dividends
and their federal tax category. Even though the Fund provides 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 Fund or its 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, call
1-877-691-1118 or visit www.onegroup.com.

REPORTING

In March and September you will receive a financial report from One Group. In
addition, One Group will periodically send you proxy statements and other
reports.

                                       16
<PAGE>   754


MANAGEMENT OF ONE GROUP MUTUAL FUNDS

THE ADVISOR

Banc One Investment Advisors (1111 Polaris Parkway, P.O. Box 71021, Columbus,
Ohio 43271-0211) makes the day-to-day investment decisions for the Funds and
continuously reviews, supervises and administers each Fund's investment program.
Banc One Investment Advisors performs its responsibilities subject to the
supervision of, and policies established by, the Trustees of One Group Mutual
Funds. Banc One Investment Advisors has served as investment advisor to One
Group Mutual Funds since its inception. In addition, Banc One Investment
Advisors serves as investment advisor to other mutual funds and individual
corporate, charitable, and retirement accounts. As of June 30, 1999, Banc One
Investment Advisors, an indirect wholly-owned subsidiary of Bank One
Corporation, managed over $126 billion in assets.


YEAR 2000 READINESS DISCLOSURE

The services provided to One Group by Banc One Investment Advisors and other
service providers (including foreign sub-custodians and depositories) are
dependent on those service providers' computer systems. Many computer software
and hardware systems in use today cannot distinguish between the year 2000 and
the year 1900 because of the way dates are encoded and calculated (the "Year
2000 Issue"). The failure to make this distinction could have a negative
implication on handling securities, trades, pricing and account services. Banc
One Investment Advisors and One Group's other service providers are taking steps
that each believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems they use. The Funds have no reason to believe
these steps will not be sufficient to avoid any material adverse impact on One
Group, although there can be no assurances. The costs or consequences of
incomplete or untimely resolution of the Year 2000 Issue are unknown to Banc One
Investment Advisors and One Group's other service providers at this time but
could have a material adverse impact on the operations of One Group, Banc One
Investment Advisors, The One Group Services Company and One Group's other
service providers.

In addition, companies in which the Fund invests may experience Year 2000
problems. Foreign issuers, especially those in emerging markets, may be more
susceptible to such problems than U.S. issuers. These problems could negatively
affect the value of the issuer's securities, which in turn could impact the
Fund's performance.

                                       17

<PAGE>   755


                                   APPENDIX A
                                   ----------

INVESTMENT PRACTICES

The Fund invests 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 Fund, 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>
INSTRUMENT                                                                                                     RISK TYPE
- ----------                                                                                                     ---------
<S>                                                                                                 <C>
U.S. TREASURY OBLIGATIONS: Bills, notes, and bonds.                                                             Market

TREASURY RECEIPTS: TRs, TIGRS, and CATS.                                                                        Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies and                                            Market
instrumentalities of the U.S. Government. These include Ginnie Mae,                                             Credit
Fannie Mae, and Freddie Mac.

CERTIFICATES OF DEPOSIT: Negotiable instruments with a stated maturity.                                         Market
                                                                                                                Credit
                                                                                                               Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by a bank in exchange                                            Liquidity
for the deposit of funds.                                                                                       Credit
                                                                                                                Market

REPURCHASE AGREEMENTS: The purchase of a security and the simultaneous                                          Credit
commitment to return the security to the seller at an agreed upon price                                         Market
on an agreed upon date. This is treated as a loan.                                                             Liquidity

INVESTMENT COMPANY SECURITIES: Shares of other money market mutual funds,                                       Market
including One Group money market funds and shares of other money market
mutual funds 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.

EXTENDABLE COMMERCIAL NOTES: Variable rate notes which normally mature                                          Market
within a short period of time (e.g., 1 month) but which may be extended                                         Credit
by the issuer for a maximum maturity of thirteen months.                                                       Liquidity

BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn on and accepted                                    Credit
by a commercial bank. Maturities are generally six months or less.                                             Liquidity
                                                                                                                Market

COMMERCIAL PAPER: Secured and unsecured short-term promissory notes                                             Credit
issued by corporations and other entities. Maturities generally vary                                           Liquidity
from a few days to nine months.                                                                                 Market

FOREIGN SECURITIES: Commercial paper of foreign issuers and obligations                                         Market
of foreign banks, overseas branches of U.S. banks and                                                          Political
supranational entities.                                                                                        Liquidity
                                                                                                          Foreign Investment

RESTRICTED SECURITIES: Securities not registered under the Securities Act                                      Liquidity
of 1933, such as privately placed commercial paper and Rule 144A securities.                                    Market
</TABLE>

                                       19
<PAGE>   756

<TABLE>
<S>                                                                                                 <C>
VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with interest rates                                         Market
which are reset daily, weekly, quarterly or some other period and                                               Credit
which may be payable to the Fund on demand.                                                                    Liquidity

MORTGAGE-BACKED SECURITIES: Debt obligations secured by real estate loans                                     Pre-Payment
and pools of loans. These include collateralized mortgage obligations ("CMOs")                                  Market
and Real Estate Mortgage Investment Conduits ("REMICs").                                                        Credit
                                                                                                              Regulatory

DEMAND FEATURES: Securities that are subject to puts and standby commitments                                    Market
to purchase the securities at a fixed price (usually with accrued interest)                                    Liquidity
within a fixed period of time following demand by a Fund.                                                     Management

MUNICIPAL SECURITIES: Securities issued by a state or political subdivision to obtain                           Market
funds for various public purposes. Municipal securities include private                                         Credit
activity bonds and industrial development bonds, as well as General Obligation                                 Political
Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation                                      Tax
Notes, other short-term tax-exempt obligations, municipal leases, and                                         Regulatory
obligations of municipal housing authorities and single family revenue bonds.

PARTICIPATION INTERESTS: Interests in municipal securities, including municipal                                 Credit
leases, from financial institutions such as commercial and investment                                            Tax
banks, savings and loan associations and insurance companies. These                                             Market
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 receivables,                                           Pre-payment
home equity loans, truck and auto loans, leases, credit card receivables                                        Market
and other securities backed by other types of receivables                                                       Credit
or other assets.                                                                                              Regulatory
</TABLE>

                                       20

<PAGE>   757


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 and liquidity of a security
         can be adversely affected prior to actual default as its credit status
         deteriorates and the probability of default rises.

- -        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.

- -        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.

- -        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.

- -        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 lender has when a borrower defaults on
         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.

                                       21
<PAGE>   758

- -        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.

                                       22

<PAGE>   759


If you want more information about the Funds, the following documents are free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Funds' investments
is available in the Funds' annual and semi-annual reports to shareholders. In
each Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed
information about the Funds and is incorporated into this prospectus by
reference.

HOW CAN I GET MORE INFORMATION? You can get a free copy of the semiannual/annual
reports or the SAI, request other information or discuss your questions about
the Fund by calling 1-800-480-4111 or by writing the Funds at:

         One Group(R) Mutual Funds
         3435 Stelzer Road
         Columbus, Ohio 43219

You can also review and copy the Funds' reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission ("SEC"). (For
information about the SEC's Public Reference Room call 1-800-SEC-0330). You can
also get reports and other information about the Funds from the SEC's web site
at http://www.sec.gov or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009 and paying a copying charge.



 (Investment Company Act File No. 811-4236)

                                       23


<PAGE>   760


                    PROSPECTUS

                    NOVEMBER 1, 1999

                                                                [ONE GROUP LOGO]

                    One Group(R) Prime Money Market Fund

                    One Group(R) Bond Fund

                    One Group(R) Mid Cap Growth Fund

                    One Group(R) Large Cap Growth Fund

                    One Group(R) Diversified Equity Fund

                    One Group(R) Equity Index Fund

                    One Group(R) Investor Growth & Income Fund

                    One Group(R) Investor Conservative Growth Fund

                    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
                    DISAPPROVED THE SHARES OF ANY OF THE FUNDS AS AN INVESTMENT
                    OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
                    COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
                    CRIME.

                    FOR USE BY BANK ONE CORPORATION SAVINGS AND INVESTMENT PLAN
<PAGE>   761

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
            FUND SUMMARIES: INVESTMENTS, RISKS & PERFORMANCE
                           One Group Prime Money Market Fund  2
                                                              ---------
                                         One Group Bond Fund  6
                                                              ---------
                               One Group Mid Cap Growth Fund  10
                                                              ---------
                             One Group Large Cap Growth Fund  14
                                                              ---------
                           One Group Diversified Equity Fund  18
                                                              ---------
                                 One Group Equity Index Fund  22
                                                              ---------
                     One Group Investor Growth & Income Fund  26
                                                              ---------
                 One Group Investor Conservative Growth Fund  30
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        MORE ABOUT THE FUNDS
                             Principal Investment Strategies  34
                                                              ---------
                                            Investment Risks  38
                                                              ---------
                                         Investment Policies  40
                                                              ---------
                                           Portfolio Quality  41
                                                              ---------
                               Temporary Defensive Positions  43
                                                              ---------
                                          Portfolio Turnover  43
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
              HOW TO DO BUSINESS WITH ONE GROUP MUTUAL FUNDS
                                      Purchasing Fund Shares  44
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  44
                                                              ---------
                                           Dividend Policies  45
                                                              ---------
                               Tax Treatment of Shareholders  45
                                                              ---------
                                       Shareholder Inquiries  45
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  46
                                                              ---------
                                           The Fund Managers  47
                                                              ---------
                              Year 2000 Readiness Disclosure  47
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  48
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  56
                                                              ---------
</TABLE>
<PAGE>   762
                    FUND SUMMARIES

                    INVESTMENTS, RISK & PERFORMANCE
<PAGE>   763

2
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Prime Money
                        Market Fund

WHAT IS THE GOAL OF THE
  PRIME MONEY MARKET
  FUND?                 The Fund seeks current income with liquidity and
                        stability of principal.


WHAT ARE THE PRIME
  MONEY MARKET FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests exclusively in high quality, short-term
                        money market instruments. These instruments include
                        corporate notes, commercial paper, funding agreements,
                        certificates of deposit, bank obligations and deposit
                        notes. The Fund will concentrate in the financial
                        services industry, including asset-backed commercial
                        paper programs. The Fund will comply with SEC rules
                        applicable to all money market funds, including Rule
                        2a-7 under the Investment Company Act of 1940. For more
                        information about the Prime Money Market Fund's
                        investment strategies, please read "More About the
                        Funds" and "Principal Investment Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  PRIME MONEY MARKET
  FUND?                 The main risks of investing in the Prime Money Market
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. Before you invest,
                        please read "More About the Funds" and "Investment
                        Risks."
<PAGE>   764

                                                                               3

- ------------------------------------
                           Prime Money Market Fund

                MAIN RISKS
- --------------------------
                        Credit Risk. Because the Fund only invests in high
                        quality obligations and limits its average maturity to
                        90 days or less, credit risk is minimized. Nonetheless,
                        if an issuer fails to pay interest or principal , the
                        value of your investment in the Fund could decline.
                        Because the Fund invests in securities that are backed
                        by "credit enhancements" such as letters of credit, the
                        value of your investment in the Fund also could decrease
                        if the value of the securities in the portfolio
                        decreases in response to the declining credit quality of
                        a credit enhancement provider.


                        Concentration. The Fund will invest a significant
                        portion of its assets in the securities of companies in
                        the financial services industry. Because of the Fund's
                        greater exposure to that industry, economic, political
                        and regulatory developments affecting the financial
                        services industry will have a disproportionate impact on
                        the Fund. These developments include changes in interest
                        rates, earlier than expected repayments by borrowers, an
                        inability to achieve the same yield on the reinvestment
                        of prepaid obligations, and Federal and state laws which
                        may restrict the remedies that a lender has when a
                        borrower defaults on a loan.


                        Interest Rate Risk. The yield paid by the Fund will
                        increase or decrease with changes in short-term interest
                        rates.

                        Net Asset Value. There is no assurance that the Fund
                        will meet its investment objective of maintaining a net
                        asset value of $1.00 per share on a continuous basis.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its
                        subsidiaries and is not insured or guaranteed by the
                        Federal Deposit Insurance Corporation or any other
                        government agency. Although the Fund seeks to preserve
                        the value of your investment at $1.00 per share, it is
                        possible to lose money by investing in the Fund.

<PAGE>   765

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           Prime Money Market Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows the Fund's average
annual returns for the periods
indicated. Average annual total
returns for more than one year
tend to smooth out variations
in a Fund's total return and
are not the same as actual
year-by-year results.


HOW HAS THE PRIME
  MONEY MARKET FUND
  PERFORMED?            By showing the variability of the Prime Money Market
                        Fund's performance form year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE PRIME
                        MONEY MARKET FUND IS NOT NECESSARILY AN INDICATION OF
                        HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             9.05
1990                                                                             7.90
1991                                                                             5.88
1992                                                                             3.58
1993                                                                             2.97
1994                                                                             4.09
1995                                                                             5.83
1996                                                                             5.20
1997                                                                             5.32
1998                                                                             5.30
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            3.56%.

- --------------------------------------------------------------------------------
               Best Quarter:  2.34%  2Q1989        Worst Quarter:  0.72%  2Q1993
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                                        1 YEAR       5 YEARS       10 YEARS           LIFE
                                                 CLASS I                                                       (since 8/1/85)(1)
                                     <S>                                <C>          <C>           <C>         <C>
                                     One Group Prime Money Market
                                       Fund                              5.30%        5.15%          5.50%            5.73%
</TABLE>


                        (1) Data for performance purposes begins on 1/1/87.

                                    TO OBTAIN CURRENT YIELD INFORMATION, CALL
                                    TOLL-FREE 1-800-480-4111 OR VISIT
                                    www.onegroup.com.
<PAGE>   766

                                                                               5

- ------------------------------------
                           Prime Money Market Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below. There is no sales
charge (load) on reinvested
dividends.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------
   (fees paid directly from your investment)             CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases        NONE
   ---------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                    NONE
   ---------------------------------------------------------------------
     (as a percentage of original purchase price of
     redemption proceeds, as applicable)
   Redemption Fee                                          NONE
   ---------------------------------------------------------------------
   Exchange Fee                                            NONE
   ---------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------
   (expenses that are deducted from fund assets) (1)    CLASS I
   --------------------------------------------------------------------
   <S>                                                  <C>     <C>
   Investment Advisory Fees                               .35%
   --------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             NONE
   --------------------------------------------------------------------
   Other Expenses                                         .19%
   --------------------------------------------------------------------
   Total Annual Fund Operating Expenses                   .54%
   --------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (2)           (.02%)
   --------------------------------------------------------------------
   Net Expenses                                           .52%
   --------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.

                        (2) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .52% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                              CLASS I
   ----------------------------------------------------------
   <S>                                        <C>     <C>
   1 Year (1)                                  $ 53
   ----------------------------------------------------------
   3 Years                                      171
   ----------------------------------------------------------
   5 Years                                      300
   ----------------------------------------------------------
   10 Years                                     675
   ----------------------------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 year expenses
                            would be $55.
<PAGE>   767

6
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Bond Fund

WHAT IS THE GOAL OF THE
  BOND FUND?            The Fund seeks to maximize total return by investing
                        primarily in a diversified portfolio of intermediate and
                        long-term debt securities.


WHAT ARE THE BOND FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in investment grade bonds and
                        debt securities. These include mortgage-backed and
                        asset-backed securities. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors. Banc
                        One Investment Advisors looks for market sectors and
                        individual securities that it believes will perform well
                        over time. Banc One Investment Advisors selects
                        individual securities after performing a risk/reward
                        analysis that includes an evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Bond Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."


WHAT IS A BOND?         A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  BOND FUND?            The main risks of investing in the Bond Fund and the
                        circumstances likely to adversely affect your investment
                        are described below. The share price of the Bond Fund
                        and its yield will change every day in response to
                        interest rates and other market conditions. You may lose
                        money if you invest in the Bond Fund. For additional
                        information on risk, please read "Investment Risks."
<PAGE>   768

                                                                               7

- ------------------------------------
                           Bond Fund

                MAIN RISKS
- --------------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.

                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and
                        asset-backed securities. The issuers of these securities
                        and other callable securities may be able to repay
                        principal in advance, especially when interest rates
                        fall. Changes in pre-payment rates can affect the return
                        on investment and yield of mortgage and asset-backed
                        securities. When mortgage and other obligations are
                        pre-paid and when securities are called, the Fund may
                        have to reinvest in securities with a lower yield. The
                        Fund may also fail to recover premiums paid for the
                        securities, resulting in an unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   769

8
ONE GROUP(R)

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

                           FUND SUMMARY
                           Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.

HOW HAS THE BOND FUND
  PERFORMED?            By showing the variability of the Bond Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE BOND FUND IS
                        NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             13.03
1990                                                                              9.25
1991                                                                             15.67
1992                                                                              6.57
1993                                                                             11.33
1994                                                                             -6.91
1995                                                                             23.68
1996                                                                              5.08
1997                                                                              9.92
1998                                                                              8.19
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -.39%. The above quoted performance data includes
                            the performance of a common trust fund, the
                            predecessor to the Pegasus Bond Fund and the
                            Pegasus Bond Fund for the period prior to the
                            consolidation with the One Group Bond Fund on
                            March 22, 1999. The predecessor to the Pegasus
                            Bond Fund commenced operations on June 1, 1991
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Bond Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
Best Quarter:  7.61%  2Q1995        Worst Quarter:  -2.66%  1Q1994
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS       10 YEARS           LIFE
                   CLASS I                                                             (since 12/31/83)
   <S>                                         <C>          <C>           <C>         <C>
   One Group Bond Fund                         8.19%         7.55%         9.32%            9.99%
   -----------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index (2)    8.69%         7.27%         9.26%           10.31%
   -----------------------------------------------------------------------------------------------------
   Lipper Intermediate U.S. Government Bond
     Funds Index (3)                           8.17%         6.12%             *                *
</TABLE>



                        (1) The above quoted performance data includes the
                            performance of a common trust fund, the
                            predecessor to the Pegasus Bond Fund and the
                            Pegasus Bond Fund for the period prior to the
                            consolidation with the One Group Bond Fund on
                            March 22, 1999. The predecessor to the Pegasus
                            Bond Fund commenced operations on June 1, 1991
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Bond Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its
                            returns would have been lower.



                        (2) The Lehman Brothers Aggregate Bond Index is an
                            unmanaged index generally representative of the
                            bond markets as a whole. The performance of the
                            index does not reflect the deduction of expenses
                            associated with a mutual fund, such as investment
                            management fees. By contrast, the performance of
                            the Fund reflects the deduction of these
                            services.



                        (3) The Lipper Intermediate U. S. 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.


                        * Index did not exist.
<PAGE>   770

                                                                               9

- ------------------------------------
                           Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The Examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ---------------------------------------------------------------------
   (fees paid directly from your investment)             CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases        NONE
   ---------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                    NONE
   ---------------------------------------------------------------------
     (as a percentage of original purchase price of
     redemption proceeds, as applicable)
   Redemption Fee                                          NONE
   ---------------------------------------------------------------------
   Exchange Fee                                            NONE
   ---------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------
   (expenses that are deducted from fund assets) (1)     CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>     <C>
   Investment Advisory Fees                                .60%
   ---------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              NONE
   ---------------------------------------------------------------------
   Other Expenses                                          .21%
   ---------------------------------------------------------------------
   Total Annual Fund Operating Expenses                    .81%
   ---------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (2)            (.21%)
   ---------------------------------------------------------------------
   Net Expenses                                            .60%
   ---------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.


                        (2) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                         CLASS I
   -------------------------------------
   <S>                   <C>     <C>
   1 Year (1)             $ 61
   -------------------------------------
   3 Years                 238
   -------------------------------------
   5 Years                 429
   -------------------------------------
   10 Years                982
   -------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            would be $83.
<PAGE>   771

10
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Mid Cap Growth Fund

WHAT IS THE GOAL OF THE
  MID CAP GROWTH FUND?  The Fund seeks growth of capital and secondarily,
                        current income by investing primarily in equity
                        securities.


WHAT ARE THE MID CAP
  GROWTH FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests in securities that have the potential
                        to produce above-average earnings growth per share over
                        a one-to-three year period. The Fund typically invests
                        in mid-cap companies with market capitalizations of $500
                        million to $10 billion. 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. For more information about
                        the Mid Cap Growth Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."


WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE MID
  CAP GROWTH FUND?      The main risks of investing in the Mid Cap Growth Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Mid Cap Growth Fund will change every day in response to
                        market conditions. You may lose money if you invest in
                        the Mid Cap Growth Fund.
<PAGE>   772

                                                                              11

- ------------------------------------
                           Mid Cap Growth Fund

                MAIN RISKS
- --------------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        mid cap growth stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.

                        Smaller Companies. Investments in smaller, newer
                        companies may be riskier than investments in larger,
                        more established companies. Securities of smaller
                        companies tend to be less liquid than securities of
                        larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   773

12
ONE GROUP(R)

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

                           FUND SUMMARY
                           Mid Cap Growth Fund


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.


HOW HAS THE MID CAP
  GROWTH FUND
  PERFORMED?            By showing the variability of the Mid Cap Growth Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE MID CAP GROWTH
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

                        [NUMBERS IN PERCENTAGES]

<TABLE>
<CAPTION>
                                                                          MID CAP GROWTH FUND
                                                                          -------------------
<S>                                                           <C>
1990                                                                              1.37
1991                                                                             42.92
1992                                                                              9.54
1993                                                                             12.74
1994                                                                             -3.72
1995                                                                             27.88
1996                                                                             20.29
1997                                                                             30.07
1998                                                                             37.34
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            .51%.

- --------------------------------------------------------------------------------
Best Quarter:  39.91%  4Q1998        Worst Quarter:  -17.05%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS           LIFE
                   CLASS I                                               (since 3/2/89)
   <S>                                         <C>          <C>        <C>
   One Group Mid Cap Growth Fund               37.34%       21.48%           19.39%
   --------------------------------------------------------------------------------------
   Russell Mid Cap Growth Index (1)            17.86%       17.33%           17.04%
   --------------------------------------------------------------------------------------
   S&P/BARRA Midcap 400 Growth Index (2)       34.86%       19.76%          *
</TABLE>



                        (1) The Russell Mid Cap Growth Index is an unmanaged
                            index generally representative of the mid-cap
                            growth market. 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 services as
                            well as the deduction of sales charges on Class A
                            Shares and applicable contingent deferred sales
                            charges on Class B and Class C Shares.



                        (2) The S&P/BARRA Midcap 400 Growth Index is an
                            unmanaged index representing the performance of
                            the highest price to book securities in the S&P
                            Midcap 400 Index. 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 services.


                        * Index did not exist.

<PAGE>   774
                                                                            13

- ------------------------------------
                           Mid Cap Growth Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended
to help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them for the periods
shown. The examples also assume
that your investment has a 5%
return each year and that the
Fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ----------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT) (1)    CLASS I
   ----------------------------------------------------------------
   <S>                                              <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                        NONE
   ----------------------------------------------------------------
     (as a percentage of offering price)

   Maximum Deferred Sales Charge (Load)               NONE
   ----------------------------------------------------------------
     (as a percentage of original purchase price
     of redemption proceeds, as applicable)

   Redemption Fee                                     NONE
   ----------------------------------------------------------------
   Exchange Fee                                       NONE
   ----------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   --------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (1)    CLASS I
   --------------------------------------------------------------------
   <S>                                                  <C>
   Investment Advisory Fees                               .74%
   --------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees             NONE
   --------------------------------------------------------------------
   Other Expenses                                         .26%
   --------------------------------------------------------------------
   Total Annual Fund Operating Expenses                  1.00%
   --------------------------------------------------------------------
   --------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement                NONE
   --------------------------------------------------------------------
   Net Expenses                                          1.00%
   --------------------------------------------------------------------
   --------------------------------------------------------------------
</TABLE>

         (1) Expense information has been restated to reflect
             current fees.

<TABLE>
<CAPTION>
                                             CLASS I
   ---------------------------------------------------------
   <S>                                       <C>
   1 Year                                    $  102
   ---------------------------------------------------------
   3 Years                                      318
   ---------------------------------------------------------
   5 Years                                      552
   ---------------------------------------------------------
   10 Years                                   1,225
   ---------------------------------------------------------
</TABLE>
<PAGE>   775

14
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       Large Cap
                       Growth Fund

WHAT IS THE GOAL OF THE
  LARGE CAP GROWTH
  FUND?                 The Fund seeks long-term capital appreciation and growth
                        of income by investing primarily in equity securities.

WHAT ARE THE LARGE CAP
  GROWTH FUND'S MAIN
  INVESTMENT
  STRATEGIES?           The Fund invests mainly in equity securities of large,
                        well-established companies. The weighted average
                        capitalization of companies in which the Fund invests
                        normally will exceed the median market capitalization of
                        the Standard & Poor's 500 Composite Stock Price Index
                        ("S&P 500 Index").(1) For more information about the
                        Large Cap Growth Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  LARGE CAP GROWTH
  FUND?                 The main risks of investing in the Large Cap Growth Fund
                        and the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Large Cap Growth Fund will change every day in response
                        to market conditions. You may lose money if you invest
                        in the Large Cap Growth Fund.

                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.


<PAGE>   776

                                                                              15

- ------------------------------------
                           Large Cap Growth Fund

                MAIN RISKS
- --------------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        large cap growth stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   777

16
ONE GROUP(R)

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

                           FUND SUMMARY
                           Large Cap Growth Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.


HOW HAS THE LARGE CAP
  GROWTH FUND
  PERFORMED?            By showing the variability of the Large Cap Growth
                        Fund's performance from year to year, the chart and
                        table below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE LARGE
                        CAP GROWTH FUND IS NOT NECESSARILY AN INDICATION OF HOW
                        THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1993                                                                             13.95
1994                                                                              5.56
1995                                                                             27.04
1996                                                                             17.25
1997                                                                             32.84
1998                                                                             44.71
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            6.82%.

- --------------------------------------------------------------------------------
Best Quarter:  24.51%  4Q1998        Worst Quarter:  -6.66%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS         LIFE
                   CLASS I                                             (since 2/28/92)
   <S>                                         <C>          <C>        <C>
   One Group Large Cap Growth Fund             44.71%       24.76%         20.92%
   -----------------------------------------------------------------------------------
   S&P/BARRA 500 Growth Index (1)              42.16%       27.94%         21.45%
</TABLE>



                        (1) The S&P/BARRA 500 Growth Index, is an unmanaged
                            index representing the performance of the highest
                            price to book securities in the S&P 500 Index.
                            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 services.

<PAGE>   778

                                                                              17
- ------------------------------------
                           Large Cap Growth Fund

              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.

                       EXAMPLES

The examples are intended to
help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   -----------------------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT)                     CLASS I
   -----------------------------------------------------------------------------
   <S>                                                           <C>
   Maximum Sales Charge (Load) Imposed on Purchases               NONE
   -----------------------------------------------------------------------------
     (as a percentage of offering price)

   Maximum Deferred Sales Charge (Load)                           NONE
   -----------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)

   Redemption Fee                                                 NONE
   -----------------------------------------------------------------------------
   Exchange Fee                                                   NONE
   -----------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   -------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (1)   CLASS I
   -------------------------------------------------------------------
   <S>                                                 <C>
   Investment Advisory Fees                             .69%
   -------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees           NONE
   -------------------------------------------------------------------
   Other Expenses                                       .25%
   -------------------------------------------------------------------
   Total Annual Fund Operating Expenses                 .94%
   -------------------------------------------------------------------
   -------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement              NONE
   -------------------------------------------------------------------
   Net Expenses                                         .94%
   -------------------------------------------------------------------
   -------------------------------------------------------------------
</TABLE>


       (1) Expense information has been restated to reflect
           current fees.

<TABLE>
<CAPTION>
                         CLASS I
   -------------------------------------
   <S>                   <C>
   1 Year                $   96
   -------------------------------------
   3 Years                  300
   -------------------------------------
   5 Years                  520
   -------------------------------------
   10 Years               1,155
   -------------------------------------
</TABLE>


<PAGE>   779

18
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Diversified Equity Fund

WHAT IS THE GOAL OF THE
  DIVERSIFIED EQUITY
  FUND?                 The Fund seeks long term capital growth and growth of
                        income with a secondary objective of providing a
                        moderate level of current income.

WHAT ARE THE DIVERSIFIED
  EQUITY FUND'S MAIN
  INVESTMENT STRATEGIES?The Fund invests mainly in common stocks of overlooked
                        or undervalued companies that have the potential for
                        earnings growth over time. The Fund uses a multi-style
                        approach, meaning that it may invest across different
                        capitalization levels targeting both value and growth
                        oriented companies. Because the Fund seeks return over
                        the long term, Banc One Investment Advisors will not
                        attempt to time the market. For more information about
                        the Diversified Equity Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  DIVERSIFIED EQUITY
  FUND?                 The main risks of investing in the Diversified Equity
                        Fund and the circumstances likely to adversely affect
                        your investment are described below. The share price of
                        the Diversified Equity Fund will change every day in
                        response to market conditions. You may lose money if you
                        invest in the Diversified Equity Fund.
<PAGE>   780

                                                                              19

- ------------------------------------
                           Diversified Equity Fund

            MAIN RISKS
- --------------------------------
                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general may
                        decline over short or extended periods of time. When the
                        value of the Fund's securities goes down, your
                        investment in the Fund decreases in value.

                        Smaller Companies. Investments in smaller, newer
                        companies may be riskier than investments in larger,
                        more established companies. Securities of smaller
                        companies tend to be less liquid than securities of
                        larger companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their stock price. This may cause
                        unexpected and frequent decreases in the value of your
                        investment in the Fund.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   781

20
ONE GROUP(R)

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

                           FUND SUMMARY
                           Diversified Equity Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.


HOW HAS THE DIVERSIFIED
  EQUITY FUND PERFORMED?By showing the variability of the Diversified Equity
                        Fund performance from year to year, the chart and table
                        below help show the risk of investing in the Fund.
                        PLEASE REMEMBER THAT THE PAST PERFORMANCE OF THE
                        DIVERSIFIED EQUITY FUND IS NOT NECESSARILY AN INDICATION
                        OF HOW THE FUND WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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


<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1997                                                                             34.84
1998                                                                             28.32
</TABLE>



                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            2.29%.

- --------------------------------------------------------------------------------
Best Quarter:  21.47%  4Q1998        Worst Quarter:  -11.31%  3Q1990
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS           LIFE
                 CLASS I (2)                                            (since 12/29/89)
   <S>                                         <C>          <C>        <C>
   One Group Diversified Equity Fund           28.32%       20.96%           18.06%
   ---------------------------------------------------------------------------------------
   S&P 500 Index (3)                           28.58%       24.06%           17.90%
   ---------------------------------------------------------------------------------------
   S&P 1500 Index (4)                          26.35%         *             *
</TABLE>



                        (1) The above quoted performance data includes the
                            performance of the Paragon Value Equity Income
                            Fund for the period before its consolidation with
                            the One Group Diversified Equity Fund on March
                            26, 1996.



                        (2) Prior to March 26, 1996, performance for Class I
                            shares is based on Class A share performance
                            adjusted to reflect the absence of sales charges.



                        (3) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the U.S. stock market. 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 services.



                        (4) The S&P 1500 Index is an unmanaged index
                            generally representative of the performance of
                            large and small companies in the US stock market.
                            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 services.



                        * Index did not exist.

<PAGE>   782

                                                                              21

- ------------------------------------
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                           Diversified Equity Fund

                       EXAMPLES

The examples are intended
to help you compare the cost of
investing in the fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ------------------------------------------------------------
   (FEES PAID DIRECTLY FROM YOUR INVESTMENT)    CLASS I
   ------------------------------------------------------------
   <S>                                          <C>
   Maximum Sales Charge (Load) Imposed on
     Purchases                                    NONE
   ------------------------------------------------------------
     (as a percentage of offering price)

   Maximum Deferred Sales Charge (Load)           NONE
   ------------------------------------------------------------
     (as a percentage of original purchase
     price of redemption proceeds, as
     applicable)

   Redemption Fee                                 NONE
   ------------------------------------------------------------
   Exchange Fee                                   NONE
   ------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------
   (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (1)     CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>
   Investment Advisory Fees                                .72%
   ---------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              NONE
   ---------------------------------------------------------------------
   Other Expenses                                          .24%
   ---------------------------------------------------------------------
   Total Annual Fund Operating Expenses                    .96%
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement                 NONE
   ---------------------------------------------------------------------
   Net Expenses                                            .96%
   ---------------------------------------------------------------------
   ---------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.

<TABLE>
<CAPTION>
                                              CLASS I
   ----------------------------------------------------------
   <S>                                        <C>
   1 Year                                     $   98
   ----------------------------------------------------------
   3 Years                                       306
   ----------------------------------------------------------
   5 Years                                       531
   ----------------------------------------------------------
   10 Years                                    1,178
   ----------------------------------------------------------
</TABLE>
<PAGE>   783

22
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                        Equity Index Fund

WHAT IS THE GOAL OF THE
  EQUITY INDEX FUND?    The Fund seeks investment results that correspond to the
                        aggregate price and dividend performance of securities
                        in the Standard & Poor's 500 Composite Stock Price Index
                        ("S&P 500 Index").(1)

WHAT ARE THE EQUITY INDEX
  FUND'S MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in stocks included in the S&P
                        500 Index. The Fund may also invest in stock index
                        futures. Banc One Investment Advisors attempts to track
                        the performance of the S&P 500 Index to achieve a
                        correlation of 0.95 between the performance of the Fund
                        and that of the S&P 500 Index without taking into
                        account the Fund's expenses. For more information about
                        the Equity Index Fund's investment strategies, please
                        read "More About The Funds" and "Principal Investment
                        Strategies."

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  EQUITY INDEX FUND?    The main risks of investing in the Equity Index Fund and
                        the circumstances likely to adversely affect your
                        investment are described below. The share price of the
                        Equity Index Fund will change every day in response to
                        market conditions. You may lose money if you invest in
                        the Equity Index Fund.

                        (1) "S&P 500" is a registered service mark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   784

                                                                              23

- ------------------------------------
                           Equity Index Fund

                MAIN RISKS
- --------------------------------

                        Index Investing. The Fund attempts to track the
                        performance of the S&P 500 Index. Therefore, securities
                        may be purchased, retained and sold by the Fund at times
                        when an actively managed fund would not do so. If the
                        value of securities that are heavily weighted in the
                        index changes, you can expect a greater risk of loss
                        than would be the case if the Fund were not fully
                        invested in such securities.


                        Market Risk. The Fund invests in equity securities (such
                        as stocks) that are more volatile and carry more risks
                        than some other forms of investment. The price of equity
                        securities may rise or fall because of economic or
                        political changes or changes in a company's financial
                        condition. Equity securities are also subject to "stock
                        market risk" meaning that stock prices in general (or
                        S&P 500 Index stock prices in particular) may decline
                        over short or extended periods of time. When the value
                        of the Fund's securities goes down, your investment in
                        the Fund decreases in value.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   785

24

                           FUND SUMMARY
                           Equity Index Fund
ONE GROUP(R)
- ------------------------------------


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.


HOW HAS THE EQUITY INDEX
  FUND PERFORMED?       By showing the variability of the Equity Index Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE EQUITY INDEX
                        FUND IS NOT NECESSARILY AN INDICATION OF HOW THE FUND
                        WILL PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1992                                                                              6.86
1993                                                                              9.37
1994                                                                              0.75
1995                                                                             37.07
1996                                                                             22.59
1997                                                                             33.00
1998                                                                             28.24
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            5.15%.

- --------------------------------------------------------------------------------
Best Quarter:  21.26%  4Q1998       Worst Quarter:  -9.96%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS           LIFE
                   CLASS I                                               (since 7/2/91)
   <S>                                         <C>          <C>        <C>
   One Group Equity Index Fund                 28.24%       23.63%           19.61%
   --------------------------------------------------------------------------------------
   S&P 500 Index (1)                           28.58%       24.06%           15.75%
</TABLE>



                        (1) The S&P 500 Index is an unmanaged index generally
                            representative of the performance of large
                            companies in the U.S. stock market. 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 services.

<PAGE>   786

                                                                              25

- ------------------------------------
                           Equity Index Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ------------------------------------------------------------------------------
   (fees paid directly from your investment)                      CLASS I
   ------------------------------------------------------------------------------
   <S>                                                            <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases                 NONE
   ------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                             NONE
   ------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                   NONE
   ------------------------------------------------------------------------------
   Exchange Fee                                                     NONE
   ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------
   (expenses that are deducted from fund assets) (1)     CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>     <C>
   Investment Advisory Fees                                .30%
   ---------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              NONE
   ---------------------------------------------------------------------
   Other Expenses                                          .26%
   ---------------------------------------------------------------------
   Total Annual Fund Operating Expenses                    .56%
   ---------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (2)            (.16%)
   ---------------------------------------------------------------------
   Net Expenses                                            .40%
   ---------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.

                        (2) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .40% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                         CLASS I
   ----------------------------------
   <S>                   <C>     <C>
   1 Year (1)             $ 41
   ----------------------------------
   3 Years                 163
   ----------------------------------
   5 Years                 297
   ----------------------------------
   10 Years                686
   ----------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            would be $57.
<PAGE>   787

26
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       Investor Growth & Income Fund

WHAT IS THE GOAL OF ONE
  GROUP INVESTOR
  GROWTH & INCOME FUND? The Fund seeks long-term capital appreciation and growth
                        by investing primarily in a diversified group of One
                        Group mutual funds which invest primarily in equity
                        securities.


WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF ONE GROUP INVESTOR
  GROWTH & INCOME FUND? One Group Investor Growth & Income Fund is a "Fund of
                        Funds". The Fund's investment strategy is to invest in a
                        diversified group of other One Group mutual funds.
                        Because this is a growth and income fund, the majority
                        of the Fund's assets will be invested in One Group
                        equity and bond funds, although a portion of its assets
                        also will be invested in One Group money market funds.
                        The Fund's investment return is diversified by its
                        investment in the underlying mutual funds which invest
                        in growth and income stocks, foreign securities, debt
                        securities, and cash or cash equivalents. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."


WHO SHOULD INVEST IN ONE
  GROUP INVESTOR
  GROWTH & INCOME FUND? Shares are available for long-term investors, including
                        tax-advantaged retirement accounts; the Funds should not
                        be used for short-term trading purposes.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN ONE
  GROUP INVESTOR
  GROWTH & INCOME FUND? The main risks of investing in the One Group Investor
                        Growth & Income Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        The share price of One Group Investor Growth & Income
                        Fund will change every day in response to market
                        conditions. You may lose money if you invest in One
                        Group Investor Growth & Income Fund.
<PAGE>   788

                                                                              27

- ------------------------------------
                           Investor Growth & Income Fund

                MAIN RISKS
- --------------------------------

                        Investments in Mutual Funds. The Fund's investments are
                        concentrated in underlying One Group funds, so the
                        Fund's investment performance is directly related to the
                        performance of the underlying funds. The Fund's net
                        asset value will change with changes in the equity and
                        bond markets and the value of the mutual funds in which
                        it invests. In addition, as a matter of fundamental
                        policy, the Fund must allocate its investments among the
                        underlying funds. As a result, the Fund does not have
                        the same flexibility to invest as a mutual fund without
                        such constraints. In addition, the Fund indirectly pays
                        a portion of the expenses of the underlying funds.


                        Equity Funds. Equity funds invest primarily in equity
                        securities (such as stocks) that are more volatile and
                        carry more risks than some other forms of investment.
                        The price of equity securities may rise or fall because
                        of economic or political changes or changes in a
                        company's financial condition. Equity securities also
                        are subject to "stock market risk", meaning that stock
                        prices in general may decline over short or extended
                        periods of time. When the value stocks held by an
                        underlying One Group equity fund go down, the value of
                        your investment in One Group Investor Growth & Income
                        Fund will be affected.

                        Fixed Income Funds. Bond funds invest primarily in fixed
                        income securities. These securities 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 One Group Investor Growth &
                        Income Fund will change as the value of investments of
                        the underlying One Group funds increase and decrease.


                        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. If the value of securities that are heavily
                        weighted on an index change, you can expect a greater
                        risk of loss than may be the case if a fund were not
                        fully invested in such securities.


                        Foreign Securities. Funds investing in foreign
                        securities are subject to special risks in addition to
                        those of U.S. investments. These risks include political
                        and economic risks, currency fluctuations, higher
                        transaction costs, delayed settlement, and less
                        stringent investor protection and disclosure standards
                        of some foreign markets. These risks can make foreign
                        investments more volatile and potentially less liquid
                        than U.S. investments.

                        Emerging Markets. The risks associated with foreign
                        securities are magnified in countries in "emerging
                        markets." These countries may have relatively unstable
                        governments and less established market economies than
                        developed countries. Emerging markets may face greater
                        social, economic, regulatory, and political
                        uncertainties. These risks make emerging market
                        securities more volatile and less liquid than securities
                        issued in more developed countries.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   789

28

                           FUND SUMMARY
                           Investor Growth & Income Fund
ONE GROUP(R)

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


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results.


HOW HAS THE ONE GROUP
  INVESTOR GROWTH &
  INCOME FUND
  PERFORMED?            By showing the variability of the One Group Investor
                        Growth & Income Fund's performance from year to year,
                        the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE INVESTOR GROWTH & INCOME FUND IS NOT
                        NECESSARILY AN INDICATION OF HOW THE FUND WILL PERFORM
                        IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1997                                                                             20.87
1998                                                                             19.10
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            1.21%.

- --------------------------------------------------------------------------------
Best Quarter:  14.92%  4Q1998        Worst Quarter:  -6.52%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                               1 YEAR           LIFE
                   CLASS I                                (since 12/10/96)
   <S>                                         <C>       <C>
   One Group Investor Growth & Income Fund     19.10%          19.12%
   -------------------------------------------------------------------------
   S&P 1500 Index (1)                          26.35%          29.60%
   -------------------------------------------------------------------------
   Lipper Mix (2)                              12.74%          15.29%
</TABLE>



                        (1) The S&P 1500 Index is an unmanaged index
                            generally representative of the performance of
                            large and small companies in the U.S. stock
                            market. The performance of the index does not
                            reflect the deduction of expenses associated with
                            a mutual fund, such as management fees. By
                            contrast, the performance of the One Group
                            Investor Growth & Income Fund reflects the
                            deduction of these services.



                        (2) The Lipper Mix consists of the average monthly
                            returns of the Lipper General Equity Funds
                            Universe (60%), the Lipper International Funds
                            Universe (5%), and the Lipper Intermediate U.S.
                            Government Bond Funds Universe (35%). The Lipper
                            Universe consists of the equally weighted average
                            monthly returns for all the funds within the
                            category.

<PAGE>   790

                                                                              29

- ------------------------------------
                           Investor Growth & Income Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.

                       EXAMPLES

The examples are intended
to help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continue to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ------------------------------------------------------------------------------
   (fees paid directly from your investment)                      CLASS I
   ------------------------------------------------------------------------------
   <S>                                                            <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases                 NONE
   ------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                             NONE
   ------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                   NONE
   ------------------------------------------------------------------------------
   Exchange Fee                                                     NONE
   ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------
   (expenses that are deducted from fund assets) (1)     CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>     <C>
   Investment Advisory Fees                                .05%
   ---------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              NONE
   ---------------------------------------------------------------------
   Other Expenses                                          .22%
   ---------------------------------------------------------------------
   Total Annual Fund Operating Expenses(2)                 .27%
   ---------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement (3)            (.07%)
   ---------------------------------------------------------------------
   Net Expenses                                            .20%
   ---------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.

                        (2) The Fund indirectly pays a portion of the
                            expenses incurred by the underlying funds. After
                            combining the total operating expenses of the
                            Fund with those of the underlying funds, the
                            estimated average weighted expense ratio would
                            1.03% for Class I shares.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .20% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                         CLASS I
   -------------------------------------
   <S>                   <C>     <C>
   1 Year (1)             $ 20
   -------------------------------------
   3 Years                  80
   -------------------------------------
   5 Years                 145
   -------------------------------------
   10 Years                336
   -------------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            would be $28.
<PAGE>   791

30
ONE GROUP(R)
- ------------------------------------

                        FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE

                       Investor Conservative Growth Fund

WHAT IS THE GOAL OF ONE
  GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 The Fund seeks income and capital appreciation by
                        investing primarily in a diversified group of One Group
                        mutual funds which invest primarily in fixed income and
                        equity securities.

WHAT ARE THE MAIN
  INVESTMENT STRATEGIES
  OF ONE GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 One Group Investor Conservative Growth Fund is a "Fund
                        of Funds". The Fund's investment strategy is to invest
                        in a diversified group of other One Group mutual funds.
                        Because this is a conservative growth fund, the majority
                        of the Fund's assets will be invested in One Group bond
                        funds, although a portion of its assets also will be
                        invested in One Group equity and money market funds. The
                        Fund's investment return is diversified by its
                        investment in the underlying mutual funds which invest
                        in growth and income stocks, foreign securities, debt
                        securities, and cash or cash equivalents. For more
                        information about the Fund's investment strategies,
                        please read "More About The Funds" and "Principal
                        Investment Strategies."

WHO SHOULD INVEST IN ONE
  GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 Shares are available for long-term investors, including
                        tax-advantaged retirement accounts; the Funds should not
                        be used for short-term trading purposes.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN ONE
  GROUP INVESTOR
  CONSERVATIVE GROWTH
  FUND?                 The main risks of investing in the One Group Investor
                        Conservative Growth Fund and the circumstances likely to
                        adversely affect your investment are described below.
                        The share price of One Group Investor Conservative
                        Growth Fund will change every day in response to market
                        conditions. You may lose money if you invest in One
                        Group Investor Conservative Growth Fund.
<PAGE>   792

                                                                              31

- ------------------------------------
                           Investor Conservative Growth Fund

                MAIN RISKS
- --------------------------------

                        Investments in Mutual Funds. The Fund's investments are
                        concentrated in underlying One Group funds, so the
                        Fund's investment performance is directly related to the
                        performance of the underlying funds. The Fund's net
                        asset value will change with changes in the equity and
                        bond markets and the value of the mutual funds in which
                        it invests. In addition, as a matter of fundamental
                        policy, the Fund must allocate its investments among the
                        underlying funds. As a result, the Fund does not have
                        the same flexibility to invest as a mutual fund without
                        such constraints. In addition, the Fund indirectly pays
                        a portion of the expenses of the underlying funds.


                        Equity Funds. Equity funds invest primarily in equity
                        securities (such as stocks) that are more volatile and
                        carry more risks than some other forms of investment.
                        The price of equity securities may rise or fall because
                        of economic or political changes or changes in a
                        company's financial condition. Equity securities also
                        are subject to "stock market risk", meaning that stock
                        prices in general may decline over short or extended
                        periods of time. When the value stocks held by an
                        underlying One Group equity fund go down, the value of
                        your investment in One Group Investor Conservative
                        Growth Fund will be affected.

                        Fixed Income Funds. Bond funds invest primarily in fixed
                        income securities. These securities 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 One Group Investor
                        Conservative Growth Fund will change as the value of
                        investments of the underlying One Group funds increase
                        and decrease.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   793

32

                           FUND SUMMARY
                           Investor Conservative Growth Fund
ONE GROUP(R)
- ------------------------------------


The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in a Fund's
total return and are not the
same as actual year-by-year
results.


HOW HAS THE ONE GROUP
  INVESTOR CONSERVATIVE
  GROWTH FUND
  PERFORMED?            By showing the variability of the One Group Investor
                        Conservative Growth Fund's performance from year to
                        year, the chart and table below help show the risk of
                        investing in the Fund. PLEASE REMEMBER THAT THE PAST
                        PERFORMANCE OF THE INVESTOR CONSERVATIVE GROWTH FUND IS
                        NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.



                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                                CLASS I
                                                                                -------
<S>                                                           <C>
1997                                                                             12.50
1998                                                                             11.71
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            .59%.

- --------------------------------------------------------------------------------
Best Quarter:  6.21%  2Q1997        Worst Quarter:  -0.28%  3Q1998
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31, 1998

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


<TABLE>
<CAPTION>
                                                          1 YEAR           LIFE
   CLASS I                                                           (since 12/10/96)
   <S>                                                    <C>       <C>
   One Group Investor Conservative Growth Fund            11.71%          11.52%
   -----------------------------------------------------------------------------------
   Lehman Brothers Intermediate Aggregate Bond
     Index (1)                                             7.85%           8.16%
   -----------------------------------------------------------------------------------
   Lipper Mix (2)                                          9.88%          10.55%
</TABLE>



                        (1) The Lehman Brothers Intermediate Aggregate Bond
                            Index is an unmanaged index comprised of U.S.
                            Government, mortgage, corporate and asset-backed
                            securities with maturities of one to ten years.
                            The performance of the index does not reflect the
                            deduction of expenses associated with a mutual
                            fund, such as management fees. By contrast, the
                            performance of the One Group Investor
                            Conservative Growth Fund reflects the deduction
                            of these services.



                        (2) The Lipper Mix consists of the average monthly
                            returns of the Lipper General Equity Funds
                            Universe (20%), the Lipper International Funds
                            Universe (5%), and the Lipper Intermediate U.S.
                            Government Bond Funds Universe (75%). The Lipper
                            Universe consists of the equally weighted average
                            monthly returns for all the funds within the
                            category.

<PAGE>   794

                                                                              33

- ------------------------------------
                           Investor Conservative Growth Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.
                       EXAMPLES
The examples are intended to
help you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The examples
assume that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if you
either redeemed all of your
shares or if you continued to
hold them at the end of the
periods shown. The examples
also assume that your
investment has a 5% return each
year and that the Fund's
operating expenses remain the
same. Your actual costs may be
higher or lower than those
shown below.

<TABLE>
<CAPTION>
   SHAREHOLDER FEES
   ------------------------------------------------------------------------------
   (fees paid directly from your investment)                      CLASS I
   ------------------------------------------------------------------------------
   <S>                                                            <C>     <C>
   Maximum Sales Charge (Load) Imposed on Purchases                 NONE
   ------------------------------------------------------------------------------
     (as a percentage of offering price)
   Maximum Deferred Sales Charge (Load)                             NONE
   ------------------------------------------------------------------------------
     (as a percentage of original purchase price of redemption
     proceeds, as applicable)
   Redemption Fee                                                   NONE
   ------------------------------------------------------------------------------
   Exchange Fee                                                     NONE
   ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
   ANNUAL FUND OPERATING EXPENSES
   ---------------------------------------------------------------------
   (expenses that are deducted from fund assets) (1)     CLASS I
   ---------------------------------------------------------------------
   <S>                                                   <C>     <C>
   Investment Advisory Fees                                .05%
   ---------------------------------------------------------------------
   Distribution [and/or Service] (12b-1) Fees              NONE
   ---------------------------------------------------------------------
   Other Expenses                                          .25%
   ---------------------------------------------------------------------
   Total Annual Fund Operating Expenses (2)                .30%
   ---------------------------------------------------------------------
   Fee Waiver and/or Expense Reimbursement                (.10%)
   ---------------------------------------------------------------------
   Net Expenses (3)                                        .20%
   ---------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.

                        (2) The Fund indirectly pays a portion of the
                            expenses incurred by the underlying funds. After
                            combining the total operating expenses of the
                            Fund with those of the underlying funds, the
                            estimated average weighted expense ratio would be
                            .92% for Class I shares.


                        (3) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .20% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.



<TABLE>
<CAPTION>
                         CLASS I
   -------------------------------------
   <S>                   <C>     <C>
   1 Year (1)             $ 20
   -------------------------------------
   3 Years                  86
   -------------------------------------
   5 Years                 159
   -------------------------------------
   10 Years                371
   -------------------------------------
</TABLE>


                        (1) Without contractual fee waivers, 1 Year expenses
                            would be $31.
<PAGE>   795

34
ONE GROUP(R)

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


                        More About The Funds


                        Each of the eight funds described in this Prospectus is
                        a series of One Group Mutual Funds and is managed by
                        Banc One Investment Advisors Corporation. For more
                        information about One Group and Banc One Investment
                        Advisors, please read "Management of One Group Mutual
                        Funds" and the Statement of Additional Information.

- --------------------------------------------------------------------------------
PRINCIPAL
   INVESTMENT
   STRATEGIES           This Prospectus describes eight mutual funds with a
                        variety of investment objectives.

                        - One Group Prime Money Market Fund is designed to
                          produce high current income consistent with liquidity
                          or capital preservation and stability of principal.

                        - One Group Bond Fund is designed to maximize total
                          return. Banc One Investment Advisors looks for sectors
                          and securities that it believes will perform
                          consistently well over time as measured by total
                          return. The Portfolios attempt to enhance total return
                          by selecting market sectors that offer risk/reward
                          advantages based on structural risks and credit
                          trends.

                        - One Group Mid Cap Growth, Large Cap Growth,
                          Diversified Equity, and Equity Index are designed for
                          a variety of objectives, including capital
                          appreciation and current income.

                        - One Group Investor Growth & Income and Conservative
                          Growth are designed to provide diversification across
                          the three major asset classes: stocks, bonds and cash
                          or cash equivalents. Diversification is achieved by
                          investing in other One Group mutual funds. A brief
                          description of these underlying One Group funds can be
                          found in Appendix A. The Funds attempt to take
                          advantage of the most attractive types of stocks and
                          bonds by shifting their asset allocation to favor
                          mutual funds that focus on the most promising
                          securities.

                        The principal investment strategies that are used to
                        meet each Fund's investment objective are described in
                        Fund Summaries: Investments, Risk, & Performance in the
                        front of this prospectus. They are also described below.
                        There can be no assurance that the Funds will achieve
                        their investment objectives. Please note that each Fund
                        may also use strategies that are not described below,
                        but which are described in the Statement of Additional
                        Information.

                         FUNDAMENTAL POLICIES

              A Fund's investment strategy may involve
              "fundamental policies." A policy is
              fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.
<PAGE>   796

                                                                              35

- -----
                        ONE GROUP PRIME MONEY MARKET FUND. The Fund invests only
                        in U.S. denominated securities.

                        - The average maturity on a dollar-weighted basis of the
                          securities held by the Fund will be 90 days or less.

                        - Each security held by the Fund will mature in 397 days
                          or less.

                        - The Fund will acquire only those securities that
                          present minimal credit risks.

                        - The Fund invests exclusively in money market
                          instruments. These include:

                          1. corporate notes

                          2. commercial paper

                          3. funding agreements

                          4. certificates of deposit

                          5. bank obligations and deposit notes

                        - The Fund will invest at least 25% of its total assets
                          in securities issued by companies in the financial
                          services industry, although the Fund may invest less
                          than 25% of its total assets in that industry if
                          warranted due to adverse economic conditions and if
                          investing less than that amount would be in the best
                          interests of shareholders. The financial services
                          industry includes banks, broker-dealers, finance
                          companies and other issuers of asset-backed
                          securities.

                        - The Fund may lend its portfolio's securities.

- -----
                        ONE GROUP BOND FUND. The Fund invests in all types of
                        debt securities rated as investment grade, as well as
                        convertible securities, preferred stock, and loan
                        participations.

                        - The Fund invests at least 65% of its total assets in
                          debt securities of all types with intermediate to long
                          maturities.

                        - 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.

                        - The Fund may invest in debt securities that are rated
                          in the lowest investment grade category.

                        - The Fund's average weighted maturity ordinarily will
                          normally range between four and twelve years, although
                          the Fund may shorten its weighted average if deemed
                          appropriate for temporary defensive purposes.

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual securities in a fund calculated
              so as to count most heavily those
              securities with the highest dollar value.
              Average weighted maturity is important to
              investors as an indication of a fund's
              sensitivity to changes in interest rates.
              The longer the average weighted maturity,
              the more fluctuation in share price you
              can expect.

<PAGE>   797

36

- -----
                        ONE GROUP MID CAP GROWTH FUND. The Fund invests in
                        securities of companies that have the potential to
                        produce above-average earnings growth per share over a
                        one-to-three year period.


                        - At least 80% of the Fund's total assets will be
                          invested in equity securities of mid cap companies,
                          including common stocks and debt securities and
                          preferred stocks that are convertible to common
                          stocks. Mid Cap companies are defined as companies
                          with market capitalizations of $500 million to $10
                          billion.


                        - A portion of the Fund's assets will be held in cash
                          equivalents.

- -----
                        ONE GROUP LARGE CAP GROWTH FUND. The Fund invests mainly
                        in equity securities of large, well-established
                        companies. The weighted average capitalization of
                        companies in which the Fund invests normally will exceed
                        the median market capitalization of the Standard &
                        Poor's 500 Composite Stock Price Index.

                        - At least 65% of the Fund's total assets will be
                          invested in the equity securities of large,
                          well-established companies.

- -----
                        ONE GROUP DIVERSIFIED EQUITY FUND. The Fund invests
                        mainly in common stocks of overlooked or undervalued
                        companies that have the potential for earnings growth
                        over time.

                        - At least 65% of the Fund's total assets will be
                          invested in equity securities.


                        - Although the Fund may invest up to 35% of the Fund's
                          total assets in U.S. government securities, other
                          investment grade fixed income securities, cash, and
                          cash equivalents, the Fund's main investment strategy
                          is to invest in equity securities.


- -----
                        ONE GROUP EQUITY INDEX FUND. The Fund invests in stocks
                        included in the S&P 500 Index. (The Fund also invests in
                        stock index futures.) Banc One Investment Advisors seeks
                        to achieve a correlation of 0.95% between the
                        performance of the Fund and that of the S&P 500 Index.
                        The Fund may hold up to 10% of its net assets in cash or
                        cash equivalents.

                 HOW DOES INDEX INVESTING WORK IN THE
                          EQUITY INDEX FUND?

              - The percentage of stock that the Fund
                holds will be approximately the same
                percentage that the stock represents in
                the S&P 500 Index.

              - Banc One Investment Advisors generally
                picks stock in the order of their
                weightings in the S&P 500 Index,
                starting with the heaviest weighted
                stock.

              - The Fund attempts to achieve a
                correlation between the performance of
                its Fund and that of the S&P 500 Index
                of at least 0.95, without taking into
                account Fund expenses. Perfect
                correlation would be 1.00.
<PAGE>   798

                                                                              37

- -----
                        ONE GROUP INVESTOR GROWTH & INCOME FUND.

                        - The Fund is diversified between stocks and bonds, with
                          an emphasis on stocks.

                          1. From 60% to 80% of the Fund's total assets are
                             invested in One Group equity funds.

                          2. From 20% to 40% of its total assets are invested in
                             One Group bond funds.

                          3. Up to 10% of its total assets are invested in a One
                             Group money market fund.

                        - The Fund also is diversified across a variety of
                          mutual funds, which in turn invest in different
                          industries, economic sectors and geographic regions.
                          The Fund invests its assets in the underlying mutual
                          funds within the following ranges:

<TABLE>
<CAPTION>
                                                  PERCENTAGE OF
   FUND                                           TOTAL ASSETS
   ------------------------------------------------------------
   <S>                                            <C>           <C>
   One Group(R) Prime Money Market Fund               0-10%
   ------------------------------------------------------------
   One Group(R) Short-Term Bond Fund                  0-30%
   ------------------------------------------------------------
   One Group(R) Intermediate Bond Fund                0-30%
   ------------------------------------------------------------
   One Group(R) Income Bond Fund                      0-30%
   ------------------------------------------------------------
   One Group(R) Bond Fund                             0-30%
   ------------------------------------------------------------
   One Group(R) High Yield Bond Fund                  0-30%
   ------------------------------------------------------------
   One Group(R) Government Bond Fund                  0-30%
   ------------------------------------------------------------
   One Group(R) Ultra Short-Term Bond Fund            0-30%
   ------------------------------------------------------------
   One Group(R) Mid Cap Value Fund                    0-40%
   ------------------------------------------------------------
   One Group(R) Mid Cap Growth Fund                   0-40%
   ------------------------------------------------------------

   One Group(R) International Equity Index Fund       0-40%
   ------------------------------------------------------------
   One Group(R) Diversified International Fund        0-40%
   ------------------------------------------------------------
   One Group(R) Large Cap Growth Fund                 0-50%
   ------------------------------------------------------------
   One Group(R) Large Cap Value Fund                  0-60%
   ------------------------------------------------------------
   One Group(R) Diversified Mid Cap Fund              0-40%
   ------------------------------------------------------------
   One Group(R) Diversified Equity Fund               0-60%
   ------------------------------------------------------------
   One Group(R) Small Cap Growth Fund                 0-40%
   ------------------------------------------------------------
   One Group(R) Small Cap Value Fund                  0-40%
   ------------------------------------------------------------
   One Group(R) Equity Income Fund                    0-60%
   ------------------------------------------------------------
   One Group(R) Equity Index Fund                     0-60%
</TABLE>

                        - The Fund also may hold cash and cash equivalents.
<PAGE>   799

38

- -----
                        ONE GROUP INVESTOR CONSERVATIVE GROWTH FUND.

                        - The Fund is diversified between stocks and bonds, with
                          an emphasis on bonds.

                          1. From 20% to 40% of the Fund's total assets are
                             invested in One Group equity funds.

                          2. From 60% to 80% of its total assets are invested in
                             One Group bond funds.

                          3. Up to 10% of its total assets are invested in a One
                             Group money market fund.

                        - The Fund also is diversified across a variety of
                          mutual funds, which in turn invest in different
                          industries, economic sectors and geographic regions.
                          The Fund invests its assets in the underlying mutual
                          funds within the following ranges:

<TABLE>
<CAPTION>
                                                  PERCENTAGE OF
   FUND                                           TOTAL ASSETS
   ------------------------------------------------------------
   <S>                                            <C>           <C>
   One Group(R) Prime Money Market Fund               0-10%
   ------------------------------------------------------------
   One Group(R) Short-Term Bond Fund                  0-70%
   ------------------------------------------------------------
   One Group(R) Intermediate Bond Fund                0-70%
   ------------------------------------------------------------
   One Group(R) Income Bond Fund                      0-70%
   ------------------------------------------------------------
   One Group(R) Bond Fund                             0-70%
   ------------------------------------------------------------
   One Group(R) High Yield Bond Fund                  0-15%
   ------------------------------------------------------------
   One Group(R) Government Bond Fund                  0-70%
   ------------------------------------------------------------
   One Group(R) Ultra Short-Term Bond Fund            0-70%
   ------------------------------------------------------------
   One Group(R) Mid Cap Value Fund                    0-20%
   ------------------------------------------------------------
   One Group(R) Mid Cap Growth Fund                   0-20%
   ------------------------------------------------------------

   One Group(R) International Equity Index Fund       0-20%
   ------------------------------------------------------------
   One Group(R) Diversified International Fund        0-20%
   ------------------------------------------------------------
   One Group(R) Large Cap Growth Fund                 0-20%
   ------------------------------------------------------------
   One Group(R) Large Cap Value Fund                  0-20%
   ------------------------------------------------------------
   One Group(R) Diversified Mid Cap Fund              0-20%
   ------------------------------------------------------------
   One Group(R) Diversified Equity Fund               0-20%
   ------------------------------------------------------------
   One Group(R) Small Cap Growth Fund                 0-20%
   ------------------------------------------------------------
   One Group(R) Small Cap Value Fund                  0-20%
   ------------------------------------------------------------
   One Group(R) Equity Income Fund                    0-20%
   ------------------------------------------------------------
   One Group(R) Equity Index Fund                     0-20%
</TABLE>

                        - Fund also invests in cash and cash equivalents.

- --------------------------------------------------------------------------------
INVESTMENT RISKS        The risks associated with investing in the Funds are
                        described below and in Fund Summaries: Investments,
                        Risk, & Performance at the front of this prospectus.

- -----
                        NET ASSET VALUE. There is no assurance that the Prime
                        Money Market Fund will meet its investment objectives or
                        be able to maintain a net asset value of $1.00 per share
                        on a continuous basis.
<PAGE>   800

                                                                              39

- -----
                        FIXED INCOME SECURITIES. Investments by the Prime Money
                        Market Fund and the Bond Fund 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 the
                        securities in the One Group Bond Fund, and the value of
                        your investment in the One Group Bond Fund, will
                        increase and decrease as the value of the Fund's
                        investments increase and decrease.

- -----
                        DERIVATIVES. The Funds invest in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

- -----
                        LOWER RATED SECURITIES. The Bond Fund may purchase 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.

                        The Investor Growth & Income Fund and the Investor
                        Conservative Growth Fund invest in a variety of other
                        One Group funds. The funds in which the Investor Funds
                        invest are referred to in this prospectus as the
                        "Investor Portfolios." The main risks of investing in
                        the Investor Funds are described above and in Fund
                        Summaries: Investments, Risk & Performance. Additional
                        risks associated with investing in the Investor
                        Portfolios are described below.

- -----
                        JUNK BONDS. One Group High Yield Bond and One Group
                        Income Bond Fund invest in debt securities that are
                        considered to be speculative. These securities are
                        issued by companies which are highly leveraged, less
                        creditworthy or financially distressed. While these
                        investments generally provide a higher yield than higher
                        rated debt securities, the high degree of risk involved
                        in these investments can result in substantial or total
                        losses. The market price of these securities can change
                        suddenly and unexpectedly.

- -----
                        INTERNATIONAL FUNDS. Foreign securities are subject to
                        special risks. These risks may include future
                        unfavorable political and economic developments,
                        possible withholding taxes, seizure of foreign deposits,
                        currency controls, higher transaction costs, and delayed
                        settlements of transactions. Securities of some foreign
                        companies are less liquid, and their prices more
                        volatile, than securities of comparable U.S. companies.
                        Additionally, there may be less public information
                        available about foreign issuers. Since the underlying
                        funds may invest in securities denominated in foreign
                        currencies, changes in exchange rates also may affect
                        the value of investments in the underlying funds.
<PAGE>   801

40

- -----
                        EMERGING MARKETS. The risks associated with foreign
                        securities are magnified in countries in "emerging
                        markets." These countries may have relatively unstable
                        governments and less established market economies than
                        developed countries. Emerging markets may face greater
                        social, economic, regulatory, and political
                        uncertainties. These risks make emerging market
                        securities more volatile and less liquid than securities
                        issued in more developed countries.

- -----
                        SMALLER COMPANIES. Investments by funds in smaller,
                        newer companies may be riskier than investments in
                        larger, more established companies. Securities of
                        smaller companies tend to be less liquid than securities
                        of large companies. In addition, small companies may be
                        more vulnerable to economic, market, and industry
                        changes. Because economic events have a greater impact
                        on smaller companies, there may be greater and more
                        frequent changes in their debt securities and/or stock
                        price. This may cause unexpected and frequent decreases
                        in the value of underlying funds investing in small
                        companies, and may affect your investment in the funds.

                        For more information about risks associated with the
                        types of investments that the Funds purchase, please
                        read Fund Summaries: Investments, Risk, & Performance,
                        Appendix A and the Statement of Additional Information.

- --------------------------------------------------------------------------------
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, other than the Prime Money Market:

                        1. 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 or the Fund
                           would own more than 10% of the outstanding voting
                           securities of any of that issuer. This does not
                           include securities issued or guaranteed by the United
                           States, its agencies or instrumentalities, securities
                           of other registered investment companies and
                           repurchase agreements involving these securities.
                           This restriction applies with respect to 75% of a
                           Fund's total assets.

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

                        3. 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.


                        The Equity Index Fund:



                        1. Will not invest more than 10% of its total assets in
                           securities issued or guaranteed by the United States,
                           its agencies or instrumentalities.

<PAGE>   802

                                                                              41

                        The Prime Money Market 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.

                        3. 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 (except that the Fund may concentrate
                           its investments in securities issued by companies in
                           the financial services industry). 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.

                        4. 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 regard to this
                           restriction as permitted by applicable law.

- --------------------------------------------------------------------------------
PORTFOLIO QUALITY       Various rating organizations (like Standard & Poor's
                        Corporation and Moody's Investor Service) assign ratings
                        to securities (other than equity securities). Generally,
                        ratings are divided into two main categories:
                        "Investment Grade Securities" and "Non-Investment Grade
                        Securities." Although there is always a risk of default,
                        rating agencies believe that issuers of Investment Grade
                        Securities have a high probability of making payments on
                        such securities. Non-Investment Grade Securities include
                        securities that, in the opinion of the rating agencies,
                        are more likely to default than Investment Grade
                        Securities. The Funds only purchase securities that meet
                        the rating criteria described below. Banc One Investment
                        Advisors will look at a security's rating at the time of
                        investment. If the securities are unrated, Banc One
                        Investment Advisors must determine that they are of
                        comparable quality to rated securities.

- -----
                        THE PRIME MONEY MARKET FUND

                        - The quality and maturity of money market funds are
                          subject to SEC rules. Quality is generally restricted
                          to the two highest short-term ratings or their
                          equivalent. Maturity is limited both as to total
                          portfolio average and as to each individual security.
                          With respect to portfolio average, the rules limit the
                          Fund's average weighted maturity to 90 days. With
                          respect to each individual security, the remaining
                          maturity is restricted to 397 days at acquisition.
                          Moreover, the SEC rules limit exposure to a single
                          issuer to 5% of a money market fund's assets (although
                          there is no limit on government securities).
<PAGE>   803

42

- -----
                        THE BOND FUND AND THE INVESTOR PORTFOLIOS

                        - Debt Securities

                          1. Two Investor Portfolios, 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.

                          2. The Bond Fund and three Investor Portfolios, the
                             Ultra Short-Term Bond Fund, the Intermediate Bond
                             Fund, and the Short-Term Bond Fund, may invest in
                             debt securities rated in any of the four investment
                             grade rating categories.

                          3. Two Investor Portfolios, the Income Bond Fund and
                             the High Yield Bond Fund, may purchase securities
                             in any rating category. Please read Fund Summaries:
                             Investments, Risk, & Performance and "High
                             Yield/Junk Bonds" for more information about the
                             Income Bond Fund and the High Yield Bond Fund.

                        - Preferred Stock

                          1. The Bond Fund, and two Investor Portfolios, the
                             Ultra Short-Term Bond Fund, the Short-Term Bond
                             Fund, and the Intermediate Bond Fund, may only
                             invest in preferred stock rated in any of the four
                             highest rating categories.

                          2. Two Investor Portfolios, the Income Bond Fund and
                             the High Yield Bond Fund, may invest in preferred
                             stock in any rating category.

                        - Municipal Securities

                          1. The Bond Fund and three Investor Portfolios, the
                             Ultra Short-Term Bond Fund, the Short-Term Bond
                             Fund, and Intermediate Bond Fund, may only invest
                             in municipal bonds rated in any of the four
                             investment grade rating categories.

                          2. The Bond Fund as well as two Investor Portfolios,
                             the Ultra Short-Term Bond Fund and the Intermediate
                             Bond Fund, may only invest in other municipal
                             securities, such as tax-exempt commercial paper,
                             notes, and variable rate demand obligations which
                             are rated in the highest or second highest
                             investment grade rating categories. The Short-Term
                             Bond Fund may invest in such securities only if
                             they are rated in the highest investment grade
                             rating category.

                          3. Two Investor Portfolios, the Income Bond Fund and
                             the High Yield Bond Fund, may invest in municipal
                             securities rated in ANY category.

                        - Commercial Paper

                          1. The Bond Fund and three Investor Portfolios, the
                             Intermediate Bond Fund, the Short-Term Bond Fund,
                             and the Ultra Short-Term Bond Fund, may invest in
                             commercial paper rated in the highest or second
                             highest rating category.

                          2. Two Investor Portfolios, the High Yield Bond Fund
                             and the Income Bond Fund, may invest in commercial
                             paper in any rating category.

- -----
                        THE MID CAP GROWTH, LARGE CAP GROWTH, DIVERSIFIED
                        EQUITY, AND EQUITY INDEX FUNDS

                        - Municipal Securities

                          1. If a Fund invests in municipal bonds, the bonds
                             must be rated as investment grade.
<PAGE>   804

                                                                              43

                          2. 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.

                        - Debt Securities

                          1. Corporate bonds generally will be rated in one of
                             the three highest investment grade categories.

                          2. 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
                             are usually riskier than higher rated bonds.

                        For more information about ratings, please see
                        "Description of Ratings" in the Statement of Additional
                        Information.

- --------------------------------------------------------------------------------
TEMPORARY
   DEFENSIVE
   POSITIONS            To provide liquidity for the Investor Funds and to allow
                        all of the Funds to respond to unusual market
                        conditions, the Funds may invest all or a portion of
                        their assets in cash and CASH EQUIVALENTS (see below)
                        for temporary defensive purposes. The Investor Funds
                        only invest in cash equivalents; they will not hold a
                        significant portion of their assets in cash. The Equity
                        Index Fund may invest no more than 10% of its total
                        assets in cash and cash equivalents. Investments in cash
                        and cash equivalents may result in a lower yield than
                        lower-quality or longer term investments and may prevent
                        the Funds from meeting their investment objectives.

                        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.

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

- --------------------------------------------------------------------------------
PORTFOLIO
   TURNOVER             The Funds may engage in active and frequent trading of
                        portfolio securities to achieve their principal
                        investment strategies. 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. The portfolio
                        turnover rate for each Fund for the fiscal year ended
                        June 30, 1999 is shown on the Financial Highlights.
<PAGE>   805

44
ONE GROUP(R)

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

                                   How to Do Business with
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
PURCHASING FUND
   SHARES

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
                          allocable to a class (minus class expenses) by the
                          number of outstanding shares in that class.

                        - A Fund's NAV changes every business day.

                        - NAV is calculated each business day following the
                          close of the NYSE at 4:00 p.m. ET. On occasion, the
                          NYSE will close before 4 p.m. ET. When that happens,
                          NAV will be calculated as of the time the NYSE closes.

                        - It is the responsibility of the Bank One Corporation
                          Savings and Investment Plan to send your purchase or
                          redemption order to the Fund(s). Please contact the
                          Bank One Corporation Savings and Investment Plan at
                          1-888-506-401K for information regarding cut-off times
                          for purchase and redemption requests.

                        - The Funds are open for business every day, other than
                          weekends, days on which the New York Stock Exchange
                          ("NYSE") is closed, and the following holidays: New
                          Year's Day, Martin Luther King, Jr. Day, Presidents'
                          Day, Good Friday, Memorial Day, Independence Day,
                          Labor Day, Thanksgiving, Christmas Eve, and Christmas.

HOW DO I BUY FUND
  SHARES?               - Please call 1-888-506-401K for information on
                          participating in the Bank One Corporation Savings and
                          Investment Plan.

- --------------------------------------------------------------------------------
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.

                        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.
<PAGE>   806

                                                                              45

        DIVIDEND POLICIES

- --------------------------------
                        DIVIDENDS. The Funds generally declare dividends
                        quarterly. The Investor Conservative Growth Fund,
                        however, generally declares dividends monthly and the
                        Prime Money Market Fund and the Bond Fund generally
                        declare dividends on each business day. Dividends are
                        distributed on the first business day of the next month
                        after they are declared.


                        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.

                        DIVIDEND REINVESTMENT. You automatically will receive
                        all income dividends and capital gain distributions in
                        additional shares of the same Fund and class. The value
                        of the shares distributed is the NAV determined
                        immediately following the dividend record date.

            TAX TREATMENT
          OF SHAREHOLDERS
- --------------------------------
                        TAXATION OF DISTRIBUTIONS. Each Fund will distribute
                        substantially all of its net investment income
                        (including, for this purpose, the excess of net
                        short-term capital gains over net long-term capital
                        losses) and net capital gains (i.e., the excess of net
                        long-term capital gains over net short-term capital
                        losses) on at least an annual basis.

              TAXATION OF
         RETIREMENT PLANS
- --------------------------------

                        Distributions by the Funds to qualified retirement plans
                        generally 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. 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.


              TAXATION OF
   ZERO-COUPON SECURITIES
- --------------------------------

                        The Bond Fund may acquire certain securities issued with
                        original issue discount (including zero-coupon
                        securities). Current Federal tax requires that a holder
                        (such as a Fund) of such a security must include in
                        taxable income a portion of the original issue discount
                        which accrues during the tax year on such security even
                        if a Fund receives no payment in cash on the security
                        during the year. As an investment company, a Fund must
                        pay out substantially all of its net investment income
                        each year, including any original issue discount.
                        Accordingly, a Fund may be required to pay out in income
                        distribution each year an amount which is greater than
                        the total amount of cash interest a Fund actually
                        received. Such distributions will be made from the cash
                        assets of a Fund or by liquidation of investments if
                        necessary. If a distribution of cash necessitates the
                        liquidation of investments, Banc One Investment Advisors
                        will select which securities to sell.


    SHAREHOLDER INQUIRIES
- --------------------------------
                        If you have any questions or need additional
                        information, please contact the Bank One Corporation
                        Savings and Investment Plan at 1-888-506-401K.
<PAGE>   807

46
ONE GROUP(R)

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

                                   Management of
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
THE ADVISOR             Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Funds and
                        continuously reviews, supervises and administers each
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.

- --------------------------------------------------------------------------------
ADVISORY FEES           Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Funds
                        paid advisory fees at the following rates:

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

<TABLE>
<CAPTION>
                                                      ANNUAL RATE
                                                    AS PERCENTAGE OF
   FUND                                         AVERAGE DAILY NET ASSETS
   <S>                                        <C>
   One Group(R) Prime Money Market Fund                   .32%
   -----------------------------------------------------------------------
   One Group(R) Bond Fund(1)                              .40%
   -----------------------------------------------------------------------
   One Group(R) Mid Cap Growth Fund                       .74%
   -----------------------------------------------------------------------
   One Group(R) Large Cap Growth Fund                     .72%
   -----------------------------------------------------------------------
   One Group(R)Diversified Equity Fund                    .73%
   -----------------------------------------------------------------------
   One Group(R) Equity Index Fund                         .14%
   -----------------------------------------------------------------------
   One Group(R) Investor Growth & Income
     Fund                                                 .05%
   -----------------------------------------------------------------------
   One Group(R) Investor Balanced Fund                    .04%
   -----------------------------------------------------------------------
   One Group(R) Investor Conservative
     Growth Fund                                          .03%
   -----------------------------------------------------------------------
</TABLE>


                        (1) In March 1999, the Pegasus Funds and One Group
                            Mutual Funds consolidated. The investment
                            advisory fee includes fees paid to First Chicago
                            NBD Investment Management Company, an affiliate
                            of Banc One Investment Advisors, as advisor to
                            the Pegasus Funds.

<PAGE>   808

                                                                              47

- -----------------------------------------------------------------------------
THE FUND
   MANAGERS             The Funds are managed by teams of Fund managers,
                        research analysts, and other investment management
                        professionals. For all the Funds, except the
                        International Equity Index Fund, the Equity Index Fund,
                        and the Market Expansion Index Fund, each team member
                        makes recommendations about the securities in the Funds.
                        The research analysts provide in-depth industry analysis
                        and recommendations, while the portfolio managers
                        determine strategy, industry weightings, Fund holdings,
                        and cash positions.

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

YEAR 2000
   READINESS
   DISCLOSURE           The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Funds have no reason to believe these steps
                        will not be sufficient to avoid any material adverse
                        impact on One Group, although there can be no
                        assurances. The costs or consequences of incomplete or
                        untimely resolution of the Year 2000 Issue are unknown
                        to Banc One Investment Advisors and One Group's other
                        service providers at this time but could have a material
                        adverse impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   809

48
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS

                           Prime Money Market Fund



The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.





<TABLE>
<CAPTION>
                                                                              YEAR ENDED JUNE 30,
                                                       ------------------------------------------------------------------
CLASS I                                                   1999          1998          1997          1996          1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <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                                     0.049         0.053         0.051         0.054         0.052
- ---------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
  Net investment income                                    (0.049)       (0.053)       (0.051)       (0.054)       (0.052)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $    1.000    $    1.000    $    1.000    $    1.000    $    1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                4.98%         5.39%         5.20%         5.49%         5.34%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                    $5,398,206    $2,616,698    $2,563,768    $2,186,562    $1,965,416
  Ratio of expenses to average net assets                   0.50%         0.51%         0.48%         0.44%         0.41%
  Ratio of net investment income to average net
    assets                                                  4.79%         5.26%         5.08%         5.34%         5.27%
  Ratio of expenses to average net assets*                  0.54%         0.58%         0.56%         0.55%         0.57%
  Ratio of net investment income average net assets*        4.75%         5.19%         5.00%         5.23%         5.12%
</TABLE>


* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as indicated.
<PAGE>   810

                                                                              49
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP and other independent
accountants. PricewaterhouseCooper's report, along with the Fund's financial
statements, is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED                      YEAR ENDED DECEMBER 31,
                                             JUNE 30,        ------------------------------------------------------------
CLASS I                                      1999(D)            1998          1997         1996        1995        1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>           <C>           <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $    10.78       $    10.59    $    10.27    $  10.45    $   9.01    $  10.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                           0.35             0.65          0.66        0.68        0.63        0.61
  Net realized and unrealized gains
    (losses) from investments and
    futures                                      (0.44)            0.19          0.32       (0.18)       1.45       (1.31)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                 (0.09)            0.84          0.98        0.50        2.08       (0.70)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                          (0.35)           (0.65)        (0.66)      (0.68)      (0.64)      (0.59)
  From net realized gain                                              -             -           -           -       (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                              (0.35)           (0.65)        (0.66)      (0.68)      (0.64)      (0.61)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $    10.34       $    10.78    $    10.59    $  10.27    $  10.45    $   9.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                    (0.87%)(A)        8.17%         9.97%       5.08%      23.75%      (6.99%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)         $1,330,527       $1,277,246    $1,101,894    $757,627    $485,851    $395,116
  Ratio of expenses to average net
    assets                                       0.64%(B)         0.64%         0.61%       0.66%       0.74%       0.74%
  Ratio of net investment income to
    average net assets                           0.75%(B)         6.10%         6.41%       6.71%       6.39%       6.36%
  Ratio of expenses to average net
    assets*                                      6.75%(B)         0.64%         0.61%       0.66%       0.74%       0.74%
  Ratio of net investment income to
    average net assets*                          6.54%            6.10%         6.41%       6.71%       6.39%       6.36%
  Portfolio turnover(C)                         10.89%           34.69%        17.60%      24.92%      41.91%      75.67%
</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. (D) Upon reorganizing as a fund of One Group, the Pegasus Bond Fund
  became One Group Bond Fund. Financial highlights for the periods prior to
  March 22, 1999 represent the Pegasus Bond Fund.
<PAGE>   811

50
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Mid Cap Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                              ----------------------------------------------------------
CLASS I                                                          1999         1998        1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>         <C>         <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $    22.51    $  19.46    $  18.81    $  18.40    $  15.96
- --------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                     (0.07)      (0.07)       0.25        0.20        0.06
  Net realized and unrealized gains (losses) from
    investments                                                     5.58        5.70        3.59        3.83        2.98
- --------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                    5.51        5.63        3.84        4.03        3.04
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                -           -       (0.25)      (0.20)      (0.06)
  In excess of net investment                                          -           -       (0.02)          -           -
  Net realized gains                                               (2.70)      (2.58)      (2.92)      (3.42)      (0.54)
- --------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                (2.70)      (2.58)      (3.19)      (3.62)      (0.60)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $    25.32    $  22.51    $  19.46    $  18.81    $  18.40
- --------------------------------------------------------------------------------------------------------------------------------
Total Return                                                      28.39%      31.11%      22.75%      24.63%      19.75%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $1,164,884    $868,901    $623,911    $532,525    $413,518
  Ratio of expenses to average net assets                          0.99%       1.00%       0.99%       1.00%       0.98%
  Ratio of net investment income to average net assets            (0.35%)     (0.36%)      1.32%       1.15%       0.38%
  Ratio of expenses to average net assets*                         0.99%       1.00%       0.99%       1.01%       0.98%
  Ratio of net investment income to average net assets*           (0.35%)     (0.36%)      1.32%       1.14%       0.38%
  Portfolio turnover(A)                                          141.46%     158.43%     301.35%     435.30%     132.63%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   812

                                                                              51
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Large Cap Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                              YEAR ENDED JUNE 30,
                                                       ------------------------------------------------------------------
CLASS I                                                   1999           1998           1997          1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $    22.71     $    19.44     $    15.44     $  13.47     $  11.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                  -           0.04           0.12         0.18         0.20
  Net realized and unrealized gains (losses) from
    investments                                              5.80           6.13           4.79         2.14         3.04
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             5.80           6.17           4.91         2.32         3.24
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         -          (0.02)         (0.11)       (0.18)       (0.20)
  Net realized gains                                        (2.36)         (2.88)         (0.80)       (0.17)       (0.89)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                         (2.36)         (2.90)         (0.91)       (0.35)       (1.09)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $    26.15     $    22.71     $    19.44     $  15.44     $  13.47
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                               28.78%         35.75%         33.11%       17.36%       21.85%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                    $3,052,729     $1,510,521     $1,142,864     $745,986     $531,595
  Ratio of expenses to average net assets                   0.96%          0.99%          0.99%        0.96%        1.00%
  Ratio of net investment income to average net
    assets                                                  0.07%          0.21%          0.69%        1.20%        1.72%
  Ratio of expenses to average net assets*                  0.96%          0.99%          0.99%        0.99%        1.00%
  Ratio of net investment income to average net
    assets*                                                 0.07%          0.21%          0.69%        1.17%        1.72%
  Portfolio turnover(A)                                    86.34%        117.34%         57.17%       35.51%       14.22%
</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.
<PAGE>   813

52
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Diversified Equity Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                                       MARCH 26,
                                                                      YEAR ENDED JUNE 30,               1996 TO
                                                              ------------------------------------     JUNE 30,
CLASS I                                                          1999          1998         1997        1996(A)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>          <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $    13.51     $  11.51     $  10.39      $ 10.00
- ------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                      0.05         0.08         0.11         0.03
  Net realized and unrealized gains (losses) from
    investments                                                     2.52         3.36         2.85         0.39
- ------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                    2.57         3.44         2.96         0.42
- ------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                            (0.05)       (0.08)       (0.11)       (0.03)
  Net realized gains                                               (0.84)       (1.36)       (1.73)           -
- ------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                (0.89)       (1.44)       (1.84)       (0.03)
- ------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $    15.19     $  13.51     $  11.51      $ 10.39
- ------------------------------------------------------------------------------------------------------------------------
Total Return                                                      20.72%       32.26%       31.97%       10.49%(B)(C)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $2,089,940     $630,340     $430,837      $191,212
  Ratio of expenses to average net assets                          0.95%        0.98%        0.98%        0.95%(D)
  Ratio of net investment income to average net assets             0.42%        0.66%        1.06%        1.13%(D)
  Ratio of expenses to average net assets*                         0.95%        0.98%        1.00%        1.04%(D)
  Ratio of net investment income to average net assets*            0.42%        0.66%        1.04%        1.04%(D)
  Portfolio turnover(E)                                           50.82%       62.37%      113.17%       65.21%
</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 date reorganized as a fund of One Group. (B) Represents total
  return for Class A Shares from December 1, 1995 through March 25, 1996 plus
  total return for Class I 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.
<PAGE>   814

                                                                              53
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Equity Index Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>

                                                                                YEAR ENDED JUNE 30,
                                                           --------------------------------------------------------------
CLASS I                                                       1999          1998         1997         1996         1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                       $    27.16     $  21.80     $  16.66     $  14.03     $  11.59
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income (loss)                                   0.31         0.33         0.35         0.33         0.32
  Net realized and unrealized gains (losses) from
    investments                                                  5.54         5.98         5.27         3.16         2.59
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 5.85         6.31         5.62         3.49         2.91
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.30)       (0.32)       (0.33)       (0.33)       (0.29)
  In excess of net investment income                                -            -            -        (0.01)       (0.02)
  Net realized gains                                            (0.92)       (0.63)       (0.15)       (0.52)       (0.16)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                             (1.22)       (0.95)       (0.48)       (0.86)       (0.47)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                             $    31.79     $  27.16     $  21.80     $  16.66     $  14.03
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                   22.50%       29.73%       34.30%       25.47%       25.79%

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                        $1,855,947     $671,422     $480,819     $321,058     $234,895
  Ratio of expenses to average net assets                       0.35%        0.35%        0.30%        0.30%        0.33%
  Ratio of net investment income to average net assets          1.14%        1.37%        1.87%        2.18%        2.57%
  Ratio of expenses to average net assets*                      0.57%        0.62%        0.61%        0.59%        0.66%
  Ratio of net investment income to average net assets*         0.92%        1.10%        1.56%        1.89%        2.24%
  Portfolio turnover(A)                                         5.37%        4.32%        5.81%        9.08%        2.71%
</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)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.
<PAGE>   815

54
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Investor Growth & Income Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                                           1996
                                                              YEAR ENDED JUNE 30,        THROUGH
                                                              --------------------       JUNE 30,
CLASS I                                                         1999        1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  12.57     $ 10.93       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                           0.35        0.25          0.15
  Net realized and unrealized gains (losses) from
    investments                                                   1.32        1.92          0.93
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  1.67        2.17          1.08
- -----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                          (0.48)      (0.25)        (0.15)
  Net realized gain                                              (0.47)      (0.28)            -
- -----------------------------------------------------------------------------------------------------------
Total Distributions                                              (0.95)      (0.53)        (0.15)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  13.29     $ 12.57       $ 10.93
- -----------------------------------------------------------------------------------------------------------
Total Return                                                    14.11%      20.34%        10.87%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $209,770     $98,060       $43,660
  Ratio of expenses to average net assets                        0.20%       0.20%         0.20%(C)
  Ratio of net investment income to average net assets           3.70%       2.17%         2.78%(C)
  Ratio of expenses to average net assets*                       0.27%       0.34%         0.66%(C)
  Ratio of net investment income to average net assets*          3.63%       2.03%         2.32%(C)
  Portfolio turnover(D)                                         17.87%      11.38%        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.
<PAGE>   816

                                                                              55
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Investor Conservative Growth Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information for the Fund
has been audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, is incorporated by reference in the Statement of
Additional Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                                       DECEMBER 10,
                                                                                           1996
                                                              YEAR ENDED JUNE 30,        THROUGH
                                                              --------------------       JUNE 30,
CLASS I                                                        1999         1998         1997(A)
- -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 11.06      $ 10.33       $ 10.00
- -----------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.47         0.46          0.26
  Net realized and unrealized gains (losses) from
    investments                                                  0.28         0.82          0.33
- -----------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.75         1.28          0.59
- -----------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                         (0.48)       (0.45)        (0.26)
  Net realized gains                                            (0.13)       (0.10)            -
- -----------------------------------------------------------------------------------------------------------
Total Distributions                                             (0.61)       (0.55)        (0.26)
- -----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $ 11.20      $ 11.06       $ 10.33
- -----------------------------------------------------------------------------------------------------------
Total Return                                                    7.01%       12.70%         6.00%(B)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period (000)                           $37,131      $30,352       $15,038
  Ratio of expenses to average net assets                       0.20%        0.20%         0.20%(C)
  Ratio of net investment income to average net assets          4.31%        4.43%         4.92%(C)
  Ratio of expenses to average net assets*                      0.32%        0.56%         1.46%(C)
  Ratio of net investment income to average net assets*         4.19%        4.07%         3.66%(C)
  Portfolio turnover(D)                                         9.73%        3.22%        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.
<PAGE>   817

56
ONE GROUP(R)

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

                        Appendix A

                        --------------------------------------------------------
INVESTMENT
   PRACTICES            The Funds and Investor Portfolios (as the underlying
                        investments of the Investor Growth & Income Fund and the
                        Investor Conservative Growth Fund) 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 and the Investor
                        Portfolios, 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>
                                             One Group(R) Prime Money Market Fund      1
                                      ------------------------------------------------------
                                                           One Group(R) Bond Fund      2
                                      ------------------------------------------------------
                                                 One Group(R) Mid Cap Growth Fund      3
                                      ------------------------------------------------------
                                               One Group(R) Large Cap Growth Fund      4
                                      ------------------------------------------------------
                                             One Group(R) Diversified Equity Fund      5
                                      ------------------------------------------------------
                                                   One Group(R) Equity Index Fund      6
                                      ------------------------------------------------------
                                       One Group(R) Investor Growth & Income Fund      7
                                      ------------------------------------------------------
                                        One Group(R) Investor Conservative Growth
                                                                             Fund      8
                                      ------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      U.S. Treasury Obligations: Bills, notes,        1-8            Market
                                      bonds, STRIPS, and CUBES.
                                      ---------------------------------------------------------------------------------
                                      Treasury Receipts: TRS, TIGRs, and CATS.        1-8            Market
                                      ---------------------------------------------------------------------------------
                                      U.S. Government Agency Securities:              1-8            Market
                                      Securities issued by agencies and                              Credit
                                      instrumentalities of the U.S. Government.
                                      These include Ginnie Mae, Fannie Mae, and
                                      Freddie Mac.
                                      ---------------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable             1-8            Market
                                      instruments with a stated maturity.                            Credit
                                                                                                     Liquidity
                                      ---------------------------------------------------------------------------------
</TABLE>
<PAGE>   818

                                                                              57

<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Time Deposits: Non-negotiable receipts          1-8            Liquidity
                                      issued by a bank in exchange for the deposit                   Credit
                                      of funds.                                                      Market
                                      ---------------------------------------------------------------------------------
                                      Common Stock: Shares of ownership of a          3-8            Market
                                      company.
                                      ---------------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a        1-8            Credit
                                      security and the simultaneous commitment to                    Market
                                      return the security to the seller at an                        Liquidity
                                      agreed upon price on an agreed upon date.
                                      This is treated as a loan.
                                      ---------------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a    1-8            Market
                                      security and the simultaneous commitment to                    Leverage
                                      buy the security back at an agreed upon
                                      price on an agreed upon date. This is
                                      treated as a borrowing by a Fund.
                                      ---------------------------------------------------------------------------------
                                      Securities Lending: The lending of up to        1-8            Credit
                                      33 1/3% of the Fund's total assets. In                         Market
                                      return the Fund will receive cash, other                       Leverage
                                      securities, and/or letters of credit as
                                      collateral.
                                      ---------------------------------------------------------------------------------
                                      When-Issued Securities and Forward              1-8            Market
                                      Commitments: Purchase or contract to                           Leverage
                                      purchase securities at a fixed price for                       Liquidity
                                      delivery at a future date.                                     Credit
                                      ---------------------------------------------------------------------------------
                                      Investment Company Securities: Shares of        1-8            Market
                                      other mutual funds, including One Group
                                      money market funds and shares of other money
                                      market funds 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      2-8            Market
                                      stock that convert to common stock.                            Credit
                                      ---------------------------------------------------------------------------------
</TABLE>
<PAGE>   819

58


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Call and Put Options: A call option gives       2-8            Management
                                      the buyer the right to buy, and obligates                      Liquidity
                                      the seller of the option to sell, a security                   Credit
                                      at a specified price. A put option gives the                   Market
                                      buyer the right to sell, and obligates the                     Leverage
                                      seller of the option to buy, a security at a
                                      specified price. The Funds will sell only
                                      covered call and secured put options.
                                      ---------------------------------------------------------------------------------
                                      Futures and Related Options: A contract         2-8            Management
                                      providing for the future sale and purchase                     Market
                                      of a specified amount of a specified                           Credit
                                      security, class of securities, or an index                     Liquidity
                                      at a specified time in the future and at a                     Leverage
                                      specified price.
                                      ---------------------------------------------------------------------------------
                                      Real Estate Investment Trusts ("REITs"):        2-8            Liquidity
                                      Pooled investment vehicles which invest                        Management
                                      primarily in income producing real estate or                   Market
                                      real estate related loans or interest.                         Regulatory
                                                                                                     Tax
                                                                                                     Pre-payment
                                      ---------------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or      1-8            Credit
                                      time drafts drawn on and accepted by a                         Liquidity
                                      commercial bank. Maturities are generally                      Market
                                      six months or less.
                                      ---------------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured         1-8            Credit
                                      short-term promissory notes issued by                          Liquidity
                                      corporations and other entities. Maturities                    Market
                                      generally vary from a few days to nine
                                      months.
                                      ---------------------------------------------------------------------------------
                                      Extendable Commercial Notes: Variable rate      1, 7, 8        Market
                                      notes which normally mature within a short                     Credit
                                      period of time (e.g., 1 month) but which may                   Liquidity
                                      be extended by the issuer for a maximum
                                      maturity of thirteen months.
                                      ---------------------------------------------------------------------------------
                                      Foreign Securities: Stocks issued by foreign    1-8            Market
                                      companies, as well as commercial paper of                      Political
                                      foreign issuers and obligations of foreign                     Liquidity
                                      banks, overseas branches of U.S. banks and                     Foreign Investment
                                      supranational entities. Includes American
                                      Depository Receipts and Global Depository
                                      Receipts, and American Depository
                                      Securities.
                                      ---------------------------------------------------------------------------------
</TABLE>

<PAGE>   820

                                                                              59


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Restricted Securities: Securities not           1-8            Liquidity
                                      registered under the Securities Act of 1933,                   Market
                                      such as privately placed commercial paper
                                      and Rule 144A securities.
                                      ---------------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments:         1-8            Credit
                                      Obligations with interest rates which are                      Liquidity
                                      reset daily, weekly, quarterly or some other                   Market
                                      period and which may be payable to the Fund
                                      on demand.
                                      ---------------------------------------------------------------------------------
                                      Warrants: Securities, typically issued with     4-8            Market
                                      preferred stock or bonds, that give the                        Credit
                                      holder the right to buy a proportionate
                                      amount of common stock at a specified price.
                                      ---------------------------------------------------------------------------------
                                      Preferred Stock: A class of stock that          2-8            Market
                                      generally pays a dividend at a specified
                                      rate and has preference over common stock in
                                      the payment of dividends and in liquidation.
                                      ---------------------------------------------------------------------------------
                                      Mortgage-Backed Securities: Debt obligations    1, 2, 7, 8     Pre-payment
                                      secured by real estate loans and pools of                      Market
                                      loans. These include collateralized mortgage                   Credit
                                      obligations ("CMOs"), Real Estate Mortgage                     Regulatory
                                      Investment Conduits ("REMICs") and Stripped
                                      Mortgage-Backed Securities ("SMBS").
                                      ---------------------------------------------------------------------------------
                                      Corporate Debt Securities: Corporate bonds      2, 4, 7, 8     Market
                                      and non-convertible debt securities.                           Credit
                                      ---------------------------------------------------------------------------------
                                      Demand Features: Securities that are subject    1, 2, 7, 8     Market
                                      to puts and standby commitments to purchase                    Liquidity
                                      the securities at a fixed price (usually                       Management
                                      with accrued interest) within a fixed period
                                      of time following demand by a Fund.
                                      ---------------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured     1, 2, 7, 8     Pre-payment
                                      by company receivables, home equity loans,                     Market
                                      truck and auto loans, leases, credit card                      Credit
                                      receivables and other securities backed by                     Regulatory
                                      other types of receivables or other assets.
                                      ---------------------------------------------------------------------------------
</TABLE>

<PAGE>   821

60


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Mortgage Dollar Rolls: A transaction in         2, 7, 8        Pre-payment
                                      which a Fund sells securities for delivery                     Market
                                      in a current month and simultaneously                          Regulatory
                                      contracts with the same party to repurchase
                                      similar but not identical securities on a
                                      specified future date.
                                      ---------------------------------------------------------------------------------
                                      Adjustable Rate Mortgage Loans ("ARMS"):        2, 7, 8        Pre-payment
                                      Loans in a mortgage pool which provide for a                   Market
                                      fixed initial mortgage interest rate for a                     Credit
                                      specified period of time, after which the                      Regulatory
                                      rate may be subject to periodic adjustments.
                                      ---------------------------------------------------------------------------------
                                      Swaps, Caps and Floors: A Fund may enter        2-8            Management
                                      into these transactions to manage its                          Credit
                                      exposure to changing interest rates and                        Liquidity
                                      other factors. Swaps involve an exchange of                    Market
                                      obligations by two parties. Caps and floors
                                      entitle a purchaser to a principal 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.
                                      ---------------------------------------------------------------------------------
                                      New Financial Products: New options and         2-8            Management
                                      futures contracts and other financial                          Credit
                                      products continue to be developed and the                      Market
                                      Funds may invest in such options, contracts                    Liquidity
                                      and products.
                                      ---------------------------------------------------------------------------------
                                      Structured Instruments: Debt securities         2-5            Market
                                      issued by agencies and instrumentalities of     7-8            Liquidity
                                      the U.S. government, banks, municipalities,                    Management
                                      corporations and other businesses whose                        Credit
                                      interest and/or principal payments are                         Foreign Investment
                                      indexed to foreign currency exchange rates,
                                      interest rates, or one or more other
                                      referenced indices.
                                      ---------------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a    1, 2, 7, 8     Market
                                      state or political subdivision to obtain                       Credit
                                      funds for various public purposes. Municipal                   Political
                                      securities include private activity bonds                      Tax
                                      and industrial development bonds, as well as                   Regulatory
                                      General Obligation 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.
                                      ---------------------------------------------------------------------------------
</TABLE>

<PAGE>   822

                                                                              61


<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Obligations of Supranational Agencies:          7-8            Credit
                                      Obligations of supranational agencies who                      Foreign Investment
                                      are chartered to promote economic
                                      development and are supported by various
                                      governments and governmental agencies.
                                      ---------------------------------------------------------------------------------
                                      Currency Futures and Related Options: The       7-8            Management
                                      Funds may engage in transactions in                            Liquidity
                                      financial futures and related options, which                   Credit
                                      are generally described above. The Funds                       Market
                                      will enter into these transactions in                          Political
                                      foreign currencies for hedging purposes                        Leverage
                                      only.                                                          Foreign Investment
                                      ---------------------------------------------------------------------------------
                                      Forward Foreign Exchange Transactions:          7-8            Management
                                      Contractual agreement to purchase or sell                      Liquidity
                                      one specified currency for another currency                    Credit
                                      at a specified future date and price. The                      Market
                                      Funds will enter into forward foreign                          Political
                                      exchange transactions for hedging purposes                     Leverage
                                      only.                                                          Foreign Investment
                                      ---------------------------------------------------------------------------------
                                      Index Shares: Ownership interests in unit       3-8            Market
                                      investment trusts and other pooled
                                      investment vehicles that hold a portfolio of
                                      securities or stocks designed to track the
                                      price performance and dividend yield of a
                                      particular index such as Standard & Poor's
                                      Depository Receipts ("SPDRs") and Nasdaq
                                      100's. The Equity Index Fund only invests in
                                      SPDRs.
                                      ---------------------------------------------------------------------------------
                                      Zero Coupon Debt Securities: Bonds and other    2, 7, 8        Credit
                                      debt that pay no interest, but are issued at                   Market
                                      a discount from their value at maturity.                       Zero-Coupon
                                      When held to maturity, their entire return
                                      equals the difference between their issue
                                      price and their maturity value.
                                      ---------------------------------------------------------------------------------
                                      Zero-Fixed-Coupon Debt Securities: Zero         2, 7, 8        Credit
                                      coupon debt securities which convert on a                      Market
                                      specified date to interest bearing debt                        Zero Coupon
                                      securities.
                                      ---------------------------------------------------------------------------------
</TABLE>

<PAGE>   823

62

<TABLE>
<CAPTION>
                                                                                          FUND              RISK
                                      INSTRUMENT                                          CODE              TYPE
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                             <C>            <C>
                                      Stripped Mortgage-Backed Securities:            2, 7, 8        Pre-payment
                                      Derivative multi-class mortgage securities                     Market
                                      usually structured with two classes of                         Credit
                                      shares that receive different proportions of                   Regulatory
                                      the interest and principal from a pool of
                                      mortgage-backed obligations. These 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    2, 7, 8        Market
                                      variable rate debt instruments with interest                   Leverage
                                      rates that reset in the opposite direction                     Credit
                                      from the market rate of interest to which
                                      the inverse floater is indexed.
                                      ---------------------------------------------------------------------------------
                                      Loan Participations and Assignments:            2, 7, 8        Credit
                                      Participations in, or assignments of all or                    Political
                                      a portion of loans to corporations or to                       Liquidity
                                      governments, including governments of the                      Foreign Investment
                                      less developed countries ("LDC's").                            Market
                                      ---------------------------------------------------------------------------------
                                      Fixed Rate Mortgage Loans: Investments in       2, 7, 8        Credit
                                      fixed rate mortgage loans or mortgage pools                    Pre-payment
                                      which bear simple interest at fixed annual                     Regulatory
                                      rates and have short to long term final                        Market
                                      maturities.
                                      ---------------------------------------------------------------------------------
                                      Short-Term Funding Agreements: Investments      1, 2, 7, 8     Credit
                                      in short-term funding agreements issued by                     Liquidity
                                      banks and highly rated U.S. insurance                          Market
                                      companies such as Guaranteed Investment
                                      Contracts ("GIC's") and Bank Investment
                                      Contracts ("BIC's").
                                      ---------------------------------------------------------------------------------
                                      Participation Interests: Interests in           1              Credit
                                      municipal securities, including municipal                      Tax
                                      leases, from financial institutions such as                    Market
                                      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 the
                                      Funds to treat the income from the
                                      investment as exempt from Federal Income
                                      Tax.
</TABLE>
<PAGE>   824

                                                                              63

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

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 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.

<PAGE>   825

64


                        - 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 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
                          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
                          lender has when a borrower defaults on 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.



                        - Zero Coupon Risk. The market prices of securities
                          structured as zero coupon or pay-in-kind securities
                          are generally affected to a greater extent by interest
                          rate changes. These securities tend to be more
                          volatile than securities which pay interest
                          periodically.

<PAGE>   826

                                                                              65
ONE GROUP(R)

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


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



INVESTMENT PRACTICES OF
THE UNDERLYING FUNDS    The following is a brief description of the principal
                        investment policies of each of the underlying funds.



ONE GROUP PRIME
MONEY MARKET FUND       One Group Prime Money Market Fund seeks current income
                        with liquidity and stability of principal by investing
                        exclusively in high quality, short-term money market
                        instruments. These instruments include corporate notes,
                        commercial paper, funding agreements, certificates of
                        deposit, bank obligations and deposit notes. The Fund
                        will concentrate in the financial services industry,
                        including asset-backed commercial paper programs. The
                        Fund intends to comply with the regulations of the
                        Securities and Exchange Commission applicable to money
                        market funds using the amortized cost method for
                        calculating net asset value. These regulations impose
                        certain quality, maturity and diversification restraints
                        on investments by the fund. Under these regulations, the
                        fund will invest only in U.S. dollar-denominated
                        securities, will maintain an average maturity on a
                        dollar-weighted basis of 90 days or less, and will
                        acquire only "eligible securities" that present minimal
                        credit risks and are treated as having a maturity of 397
                        days or less.


ONE GROUP SHORT-TERM
BOND FUND               One Group Short-Term Bond Fund seeks current income
                        consistent with preservation of capital through
                        investment in high and medium-grade fixed-income
                        securities. The Fund normally invests at least 80% of
                        total assets in debt securities of all types with short
                        to intermediate maturities. Debt securities include
                        bonds, notes and other obligations. At least 65% of the
                        Fund's total assets will consist of bonds rated in one
                        of the four highest investment grade categories at the
                        time of investment, or if unrated, determined by Banc
                        One Investment Advisors to be of comparable quality,
                        some of which may be subject to repurchase agreements.
                        Many investments will satisfy both requirements. Under
                        normal market conditions, it is anticipated that the
                        fund's average weighted maturity ordinarily will be
                        three years taking into account expected amortization
                        and prepayment of principal on certain investments,
                        although for temporary defensive purposes the effective
                        average weighted maturity may exceed three years. The
                        fund may also purchase taxable or tax-exempt municipal
                        securities. Up to 20% of the fund's total assets may be
                        invested in preferred stocks. This Fund was formerly
                        called The One Group Limited Volatility Bond Fund.
<PAGE>   827

66

ONE GROUP INTERMEDIATE
BOND FUND               One Group Intermediate Bond Fund seeks current income
                        consistent with the preservation of capital through
                        investments in high and medium-grade fixed-income
                        securities with intermediate maturities. The fund will
                        normally invest at least 80% of total assets in debt
                        securities of all types. Debt securities include bonds,
                        notes and other obligations. At least 65% of the fund's
                        total assets will consist of bonds rated in one of the
                        four highest investment grade categories at the time of
                        investment, or if unrated, determined by Banc One
                        Investment Advisors to be of comparable quality, 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. Many investments will satisfy
                        both requirements. The Fund also may invest in more
                        speculative debt securities if they present attractive
                        opportunities and are rated in the lowest investment
                        grade category. The fund may also purchase taxable or
                        tax-exempt municipal securities. Under normal market
                        conditions, it is anticipated that the fund's average
                        weighted maturity will range between three and ten
                        years. Up to 20% of the fund's total assets may be
                        invested in preferred stocks.

ONE GROUP INCOME
BOND FUND               One Group Income Bond Fund seeks a high level of current
                        income by investing primarily in a diversified portfolio
                        of high, medium and low grade debt securities. The Fund
                        normally will invest 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 by
                        Banc One Investment Advisors to be of comparable
                        quality. 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 ("S&P") and Ba or
                        lower by Moody's Investors Service, Inc. ("Moody's"),
                        and are considered to have speculative characteristics.
                        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.

                        Under normal market conditions, it is anticipated that
                        the Fund's average weighted maturity will range between
                        five and twenty years. The Fund may shorten its
                        effective weighted average maturity to as little as two
                        years if deemed appropriate for temporary defensive
                        purposes.

ONE GROUP BOND FUND     One Group Bond Fund seeks to maximize total return by
                        investing primarily in a diversified portfolio of
                        intermediate and long-term debt securities. The Fund
                        invests in all types of debt securities rated as
                        investment grade, as well as convertible securities,
                        preferred stock, and loan participations. The Fund's
                        average weighted maturity will normally range between
                        four and twelve years, although the Fund may shorten its
                        weighted average if deemed appropriate for temporary
                        defensive purposes. The Fund invests at least 65% of its
                        total assets in debt securities of all types with
                        intermediate to long maturities. 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.
<PAGE>   828

                                                                              67

ONE GROUP HIGH YIELD
BOND FUND               The Fund seeks a high level of current income by
                        investing primarily in a diversified portfolio of debt
                        securities which are rated below investment grade or
                        unrated. Capital appreciation is a secondary objective.
                        The Fund invests in all types of high yield, high risk
                        debt securities. The Fund also may invest in convertible
                        securities, preferred stock, common stock, and loan
                        participations. The Fund's weighted average maturity
                        will normally range between five and ten years, although
                        the Fund may shorten its weighted average maturity to as
                        little as two years if deemed appropriate for temporary
                        defensive purposes. The Fund normally invests at least
                        80% of the Fund's total assets in debt securities which
                        are rated below investment grade or unrated, although
                        the Fund may invest up to 100% of the Fund's total
                        assets in such securities. Securities rated below
                        investment grade are called "high yield bonds,"
                        "non-investment grade bonds," "below 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. The Fund also may invest up to 20% of
                        its total assets in other securities, including
                        investment grade debt securities. As a matter of
                        fundamental policy, at least 65% of the Fund's total
                        assets will consist of bonds.

ONE GROUP GOVERNMENT
BOND FUND               One Group Government Bond Fund seeks a high level of
                        current income with liquidity and safety of principal.
                        The Fund will limit 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 total assets of the Fund will be
                        invested in obligations guaranteed as to principal and
                        interest by the U.S. government or its agencies and
                        instrumentalities, some of which may be subject to
                        repurchase agreements, and other securities representing
                        an interest in or collateralized by mortgages that are
                        issued or guaranteed by the U.S. government, its
                        agencies or instrumentalities. The average weighted
                        maturity of the fund is expected to be between three and
                        fifteen years, however, the Fund's average weighted
                        remaining maturity may be outside this range if
                        warranted by market conditions. The balance of the
                        Fund's assets may be invested in debt securities and
                        taxable or tax-exempt municipal securities.
<PAGE>   829

68

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

ONE GROUP MID CAP
VALUE FUND              One Group Mid Cap Value Fund seeks capital appreciation
                        with the secondary goal of achieving current income by
                        investing primarily in equity securities. The Fund will
                        invest mainly in equity securities with below-market
                        average price-to-earnings and price-to-book value
                        ratios. The issuer's soundness and earnings prospects
                        also will be considered. 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 the value of its total assets in equity
                        securities consisting of common stocks and debt
                        securities and preferred stocks that are convertible
                        into common stocks. The Fund also may enter into options
                        and futures transactions. The balance of the fund's
                        assets will be held in cash equivalents. This Fund was
                        formerly called The One Group Disciplined Value Fund.

ONE GROUP INTERNATIONAL
EQUITY INDEX FUND       One Group International Equity Index Fund seeks 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, Australasia and
                        Far East Index ("MSCI EAFE GDP Index" or "EAFE GDP
                        Index").(1) The Fund normally will invest at least 65%
                        of the value of its total assets in foreign equity
                        securities, which are representative of the Index and
                        secondarily in stock index futures. The Fund's
                        investments will consist of common stocks (including
                        sponsored and unsponsored American Depository Receipts)
                        and preferred stocks, securities convertible into common
                        stocks (only if they are listed on registered exchanges
                        or actively traded in the over-the-counter market),
                        warrants and depository receipts. No more than 10% of
                        the fund's net 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.
                        A substantial portion of the fund's assets will be
                        denominated in foreign currencies.

                        (1) "MSCI EAFE GDP Index" is a registered service
                            mark of Morgan Stanley Capital International,
                            which does not sponsor and is in no way
                            affiliated with the fund.
<PAGE>   830

                                                                              69

ONE GROUP DIVERSIFIED
INTERNATIONAL FUND      One Group Diversified International Fund seeks long-term
                        capital growth by investing primarily in equity
                        securities of foreign issuers. The Fund invests
                        primarily in the securities of companies located in
                        Europe, Asia and Latin America. The Fund also will
                        invest in other regions and countries that present
                        attractive investment opportunities, including
                        developing countries. In selecting a country for
                        investment, Banc One Investment Advisors analyzes the
                        global economic and political situation, as well as the
                        securities markets of selected countries. In selecting
                        individual securities, Banc One Investment Advisors
                        selects a representative sampling of the companies
                        comprising the individual country's stock market index.
                        Banc One Investment Advisors uses its best judgment,
                        experience and certain quantitative techniques to
                        determine the countries in which the Fund will invest,
                        as well as the amount invested in each country. Fund
                        assets will be invested in at least three countries. The
                        Fund will invest at least 65% of its total assets in
                        foreign equity securities, consisting of common stocks
                        (including American Depository Receipts), preferred
                        stocks, rights, warrants, convertible securities,
                        foreign currencies and options on foreign currency, and
                        other equity securities. Up to 20% of the Fund's total
                        assets may be invested in U.S. government securities,
                        other investment grade fixed income securities, cash and
                        cash equivalents.

ONE GROUP LARGE CAP
GROWTH FUND             One Group Large Cap Growth Fund seeks long-term capital
                        appreciation and growth of income by investing primarily
                        in equity securities. The Fund will normally invest at
                        least 65%, of the value of its total assets in equity
                        securities consisting of common stocks, warrants and any
                        rights to purchase common stocks. To achieve its
                        objective, the Fund will invest primarily in equity
                        securities of large, well established companies with
                        weighted average capitalization in excess of the market
                        median capitalization of the Standard & Poor's 500
                        Composite Stock Price Index ("S&P 500 Index")(2) The
                        Fund may invest the remainder of its assets in
                        nonconvertible fixed income securities, repurchase
                        agreements, options and futures contracts, securities
                        issued by the U.S. government and its agencies and
                        instrumentalities, and cash equivalents. This Fund was
                        formerly called The One Group Large Company Growth Fund.

ONE GROUP LARGE CAP
VALUE FUND              One Group Large Cap Value Fund seeks capital
                        appreciation with the incidental goal of achieving
                        current income by investing primarily in equity
                        securities. The Fund will invest in equity securities of
                        large capitalization companies that are believed to be
                        selling below their long-term investment values. The
                        average weighted market capitalization of the companies
                        in which the Fund invests will normally exceed the
                        median market capitalization of the S&P 500 Index. In
                        addition, the Fund may invest in stock of companies
                        which have "breakup" values well in excess of current
                        market values or which have uniquely undervalued
                        corporate assets. The Fund normally will invest at least
                        80% of the value of its total assets in equity
                        securities consisting of common stocks and debt
                        securities and preferred stocks which are convertible
                        into common stocks. The remainder of the fund's assets
                        will be held in cash equivalents. This Fund was formerly
                        called The One Group Large Company Value Fund.

                        (2) "S&P 500" is a registered trademark of Standard &
                            Poor's Corporation, which does not sponsor and is
                            in no way affiliated with the Fund.
<PAGE>   831

70

ONE GROUP MID CAP
GROWTH FUND             One Group Mid Cap Growth Fund 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
                        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. At least 80% of the value of its total
                        assets will be invested in equity securities consisting
                        of common stocks and debt securities and preferred
                        stocks that are convertible into common stocks. The Fund
                        also may enter into options and futures transactions.
                        The remainder of the fund's assets will be held in cash
                        equivalents. This Fund was formerly called The One Group
                        Growth Opportunities Fund.


ONE GROUP DIVERSIFIED
MID CAP FUND            One Group Diversified Mid Cap Fund seeks long-term
                        capital growth by investing primarily in equity
                        securities of companies with intermediate
                        capitalizations. The Fund invests primarily in equity
                        securities of companies with market capitalizations of
                        $500 million to $10 billion. Banc One Investment
                        Advisors believes that there are many companies of this
                        size with strong growth potential, stable market share,
                        and an ability to quickly respond to new business
                        opportunities, all of which increase their likelihood of
                        obtaining superior levels of profitability and
                        investment returns. The Fund normally invests at least
                        65% of its total assets in common and preferred stock,
                        rights, warrants, convertible securities, and other
                        equity securities. While the Fund invests primarily in
                        securities of U.S. companies, up to 25% of its total
                        assets may be invested in equity securities of foreign
                        issuers. Up to 20% of the Fund's total assets may be
                        invested in U.S. Government Securities, other investment
                        grade fixed income securities, cash and cash
                        equivalents.


ONE GROUP DIVERSIFIED
EQUITY FUND             One Group Diversified Equity Fund seeks long-term
                        capital growth and growth of income with a secondary
                        objective of providing a moderate level of current
                        income. The Fund invests primarily in common stocks of
                        overlooked or undervalued companies that have the
                        potential for earnings growth over time. The Fund uses a
                        multi-style approach, meaning that it may invest across
                        varied capitalization levels targeting both value and
                        growth oriented companies. Because the Fund seeks return
                        over the long term, Banc One Investment Advisors will
                        not attempt to time the market. The Fund normally will
                        invest at least 65% of the value of its total assets in
                        securities with the characteristics described above.

                        Although the Fund intends to invest all of its assets in
                        such securities, up to 35% of its total assets may be
                        held in cash or invested in U.S. Government Securities,
                        other investment grade fixed-income securities cash and
                        cash equivalents. This Fund was formerly called The One
                        Group Value Growth Fund.
<PAGE>   832

                                                                              71

ONE GROUP SMALL CAP
GROWTH FUND             One Group Small Cap Growth Fund seeks long-term capital
                        growth primarily by investing in a portfolio of equity
                        securities of small-capitalization and emerging growth
                        companies. The Fund invests primarily in a portfolio of
                        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 capitalization equivalent to the median
                        market capitalization of the S&P Small-Cap 600 Index,(3)
                        although the Fund may occasionally hold securities of
                        companies whose market capitalizations are considerably
                        larger if doing so contributes to the Fund's investment
                        objective. At least 65% of the value of the Fund's total
                        assets normally will be invested in securities with the
                        characteristics described above. Up to 35% of its total
                        assets may be held in cash or invested in U.S.
                        Government Securities, other investment grade
                        fixed-income securities and cash equivalents. This Fund
                        was formerly called The One Group Small Capitalization
                        Fund.


ONE GROUP SMALL CAP
VALUE FUND              One Group Small Cap Value Fund seeks long-term capital
                        growth by investing primarily in equity securities of
                        companies with small capitalizations. The Fund invests
                        primarily in equity securities of small domestic issuers
                        with market capitalizations of $100 million to $3
                        billion. In reviewing investment opportunities, Banc One
                        Investment Advisors looks for high quality management, a
                        dominant position in a major product line, significant
                        equity ownership positions by management, a sound
                        financial position, and a relatively high rate of return
                        on invested capital. The Fund also will invest in
                        companies that demonstrate a potential for earnings
                        growth due to management changes, new products, or a
                        changing marketplace. The Fund normally invests at least
                        65% of its total assets in common and preferred stocks,
                        rights, warrants, convertible securities, and other
                        equity securities of companies described above.


                        While the Fund invests primarily in securities of U.S.
                        companies, up to 25% of its total assets may be invested
                        in equity securities of foreign issuers. Up to 20% of
                        the Fund's total assets may be invested in U.S.
                        Government Securities, other investment grade fixed
                        income securities, cash and cash equivalents.


ONE GROUP EQUITY
INCOME FUND             One Group Equity Income Fund seeks current income
                        through regular payment of dividends with the secondary
                        goal of achieving capital appreciation by investing
                        primarily in equity securities. The Fund attempts to
                        keep its dividend yield above the S&P 500 Index by
                        investing in common stocks of corporations which
                        regularly pay dividends, although continued payment of
                        dividends cannot be assured. The fund will invest
                        primarily in stocks with favorable, long-term
                        fundamental characteristics, but stocks of companies
                        that are out of favor in the financial community also
                        may be purchased. The Fund normally invests at least 80%
                        of the value of its total assets in equity securities
                        consisting of common stocks, and debt securities and
                        preferred stocks which are convertible into common
                        stocks. The Fund also may enter into options and futures
                        transactions. The balance of the Fund's assets will be
                        held in cash equivalents. This Fund was formerly called
                        The One Group Income Equity Fund.


                        (3) "S&P Small-Cap 600" is a registered trademark of
                            Standard & Poor's Corporation, which does not
                            sponsor and is in no way affiliated with the
                            Fund.
<PAGE>   833

72


ONE GROUP EQUITY
INDEX FUND              One Group Equity Index Fund seeks investment results
                        that correspond to the aggregate price and dividend
                        performance of the securities in the S&P 500 Index. The
                        Fund normally invests in many of the stocks which
                        comprise the S&P 500 Index and secondarily in stock
                        index futures. Cash reserves will not normally exceed
                        10% of the fund's net assets. The Advisor generally
                        selects stocks for the Fund in the order of their
                        weightings in the S&P 500 Index beginning with the
                        heaviest weighted stocks. The percentage of the Fund's
                        assets to be invested in each stock is approximately the
                        same as the percentage it represents in the S&P 500
                        Index.

<PAGE>   834

                           (Intentionally Left Blank)
<PAGE>   835

- --------------------------------------------------------------------------------
                        The prospectus is intended for use in connection with
                        the Bank One Corporation Savings and Investment Plan. If
                        you want more information about the Funds, the following
                        documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Funds' investments is available in the Funds' annual
                        and semi-annual reports to shareholders. In each Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Funds and
                        is incorporated into this prospectus by reference.

                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by calling 1-888-506-401K or by writing the Bank
                        One Corporation Savings and Investment Plan at:

                        BANK ONE CORPORATION SAVINGS AND INVESTMENT PLAN


                          MAIL CODE IL1-0002


                          1 BANK ONE PLAZA


                          CHICAGO, IL 60670-0002


                        You can also review and copy the Funds' reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-229                   [ONE GROUP LOGO]

<PAGE>   836




ONE GROUP(R) BOND FUND

CLASS I SHARES

                                    PROSPECTUS

                                    NOVEMBER 1, 1999


                                                               [ONE GROUP LOGO]






                                    THE SECURITIES AND EXCHANGE COMMISSION HAS
                                    NOT APPROVED OR DISAPPROVED THE SHARES OF
                                    ANY OF THE FUNDS AS AN INVESTMENT OR
                                    DETERMINED WHETHER THIS PROSPECTUS IS
                                    ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU
                                    OTHERWISE IS COMMITTING A CRIME.







<PAGE>   837

       TABLE OF
            CONTENTS

<TABLE>
<C>                                                           <S>
            FUND SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE
                                         One Group Bond Fund  2
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                         MORE ABOUT THE FUND
                               Principal Investment Strategy  6
                                                              ---------
                                            Investment Risks  7
                                                              ---------
                                         Investment Policies  7
                                                              ---------
                                           Portfolio Quality  8
                                                              ---------
                               Temporary Defensive Positions  9
                                                              ---------
                                          Portfolio Turnover  9
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                      PURCHASING FUND SHARES  10
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                     SHAREHOLDER INFORMATION
                                               Voting Rights  10
                                                              ---------
                                           Dividend Policies  11
                                                              ---------
                               Tax Treatment of Shareholders  11
                                                              ---------
                                       Shareholder Inquiries  11
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                        MANAGEMENT OF ONE GROUP MUTUAL FUNDS
                                                 The Advisor  12
                                                              ---------
                                           The Fund Managers  12
                                                              ---------
                              Year 2000 Readiness Disclosure  13
                                                              ---------
</TABLE>

<TABLE>
<C>                                                           <S>
                                        FINANCIAL HIGHLIGHTS  14
                                                              ---------
                            APPENDIX A: INVESTMENT PRACTICES  15
                                                              ---------
</TABLE>
<PAGE>   838




                         FUND SUMMARIES
                         INVESTMENTS, RISK & PERFORMANCE









<PAGE>   839

2
ONE GROUP(R)
- ------------------------------------

                                   FUND SUMMARY: INVESTMENTS, RISKS &
                                   PERFORMANCE

                                    One Group Bond Fund

WHAT IS THE GOAL OF THE
  BOND FUND?            The Fund seeks to maximize total return by investing
                        primarily in a diversified portfolio of intermediate and
                        long-term debt securities.


WHAT ARE THE BOND FUND'S
  MAIN INVESTMENT
  STRATEGIES?           The Fund invests mainly in investment grade bonds and
                        debt securities. These include mortgage-backed and
                        asset-backed securities. Banc One Investment Advisors
                        selects securities for the Fund by analyzing both
                        individual securities and different market sectors. Banc
                        One Investment Advisors looks for market sectors and
                        individual securities that it believes will perform well
                        over time. Banc One Investment Advisors selects
                        individual securities after performing a risk/reward
                        analysis that includes an evaluation of interest rate
                        risk, credit risk, and the complex legal and technical
                        structure of the transaction. For more information about
                        the Bond Fund's investment strategies, please read "More
                        About the Funds" and "Principal Investment Strategies."


           WHAT IS A
               BOND?    A "bond" is a debt security with a remaining maturity of
                        ninety days or more issued by the U.S. Government or its
                        agencies and instrumentalities, a corporation, or a
                        municipality, securities issued or guaranteed by a
                        foreign government or its agencies and
                        instrumentalities, securities issued or guaranteed by
                        domestic and supranational banks, mortgage-related and
                        mortgage-backed securities, asset-backed securities,
                        stripped government securities, and zero coupon
                        obligations.

WHAT ARE THE MAIN RISKS
  OF INVESTING IN THE
  BOND FUND?            The main risks of investing in the Bond Fund and the
                        circumstances likely to adversely affect your investment
                        are described below. The share price of the Bond Fund
                        and its yield will change every day in response to
                        interest rates and other market conditions. You may lose
                        money if you invest in the Bond Fund. For additional
                        information on risk, please read "Investment Risks."
<PAGE>   840

                                                                               3

- ------------------------------------
                           One Group Bond Fund

                MAIN RISKS
- --------------------------
                        Interest Rate Risk. The Fund mainly invests in bonds and
                        other debt securities. These securities 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. Your
                        investment will decline in value if the value of the
                        Fund's investments decrease. Securities with greater
                        interest rate sensitivity and longer maturities tend to
                        produce higher yields, but are subject to greater
                        fluctuations in value. Usually, changes in the value of
                        fixed income securities will not affect cash income
                        generated, but may affect the value of your investment.

                        Credit Risk. There is a risk that issuers and
                        counterparties will not make payments on securities and
                        repurchase agreements held by the Fund. Such default
                        could result in losses to the Fund. In addition, the
                        credit quality of securities held by the Fund may be
                        lowered if an issuer's financial condition changes.
                        Lower credit quality may lead to greater volatility in
                        the price of a security and in shares of a Fund. Lower
                        credit quality also may affect a security's liquidity
                        and make it difficult for the Fund to sell the security.

                        Prepayment and Call Risk. As part of its main investment
                        strategy, the Fund invests in mortgage-backed and
                        asset-backed securities. The issuers of these securities
                        and other callable securities may be able to repay
                        principal in advance, especially when interest rates
                        fall. Changes in pre-payment rates can affect the return
                        on investment and yield of mortgage and asset-backed
                        securities. When mortgage and other obligations are
                        pre-paid and when securities are called, the Fund may
                        have to reinvest in securities with a lower yield. The
                        Fund may also fail to recover premiums paid for the
                        securities, resulting in an unexpected capital loss.

                        Derivative Risk. The Fund invests in securities that may
                        be considered to be DERIVATIVES. The value of derivative
                        securities is dependent upon the performance of
                        underlying assets or securities. If the underlying
                        assets do not perform as expected, the value of the
                        derivative security and your investment in the Fund
                        declines. Derivatives generally are more volatile and
                        are riskier in terms of both liquidity and value than
                        traditional investments.


                        Not FDIC insured. An investment in the Fund is not a
                        deposit of Bank One Corporation or any of its affiliates
                        and is not insured or guaranteed by the Federal Deposit
                        Insurance Corporation or any other government agency.

<PAGE>   841

4
ONE GROUP(R)

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

                           FUND SUMMARY
                           One Group Bond Fund

The Bar Chart shows changes
in the Fund's performance
from year to year. Total
returns assume reinvestment
of dividends and
distributions.


The Average Annual Total Return
Table shows how the Fund's
average annual returns for the
periods indicated compare to
those of a broad measure of
market performance. Average
annual total returns for more
than one year tend to smooth
out variations in the Fund's
total returns and are not the
same as actual year-by-year
results.

HOW HAS THE BOND FUND
  PERFORMED?            By showing the variability of the Bond Fund's
                        performance from year to year, the chart and table below
                        help show the risk of investing in the Fund. PLEASE
                        REMEMBER THAT THE PAST PERFORMANCE OF THE BOND FUND IS
                        NOT NECESSARILY AN INDICATION OF HOW THE FUND WILL
                        PERFORM IN THE FUTURE.


                        BAR CHART (per calendar year) (1) -- CLASS I SHARES

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

<TABLE>
<CAPTION>
                                                                            CLASS I SHARES
                                                                            --------------
<S>                                                           <C>
1989                                                                             13.03
1990                                                                              9.25
1991                                                                             15.67
1992                                                                              6.57
1993                                                                             11.33
1994                                                                             -6.91
1995                                                                             23.68
1996                                                                              5.08
1997                                                                              9.92
1998                                                                              8.19
</TABLE>


                        (1) For the period from January 1, 1999 through
                            September 30, 1999, the Fund's total return was
                            -.39%. The above quoted performance data includes
                            the performance of a common trust fund, the
                            predecessor to the Pegasus Bond Fund and the
                            Pegasus Bond Fund for the period prior to the
                            consolidation with One Group Bond Fund on March
                            22, 1999. The predecessor to the Pegasus Bond
                            Fund commenced operations on June 1, 1991
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Bond Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its return
                            may have been lower.


- --------------------------------------------------------------------------------
                                    Best Quarter:  7.61%  2Q1995        Worst
Quarter:  -2.66%  1Q1994
- --------------------------------------------------------------------------------


                        AVERAGE ANNUAL TOTAL RETURNS through December 31,
                        1998 (1)

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


<TABLE>
<CAPTION>
                                                                         1 YEAR       5 YEARS       10 YEARS          LIFE
                                                 CLASS I                                                        (since 12/31/83)
                                     <S>                                 <C>          <C>           <C>         <C>
                                     One Group Bond Fund                 8.19%         7.55%         9.32%            9.99%
                                     --------------------------------------------------------------------------------------------
                                     Lehman Brothers Aggregate Bond
                                       Index (2)                         8.69%         7.27%         9.26%           10.31%
                                     --------------------------------------------------------------------------------------------
                                     Lipper Intermediate U.S.
                                       Government Bond Funds
                                       Index (3)                         8.17%         6.12%             *                *
</TABLE>



                        (1) The above quoted performance data includes the
                            performance of a common trust fund, the
                            predecessor to the Pegasus Bond Fund and the
                            Pegasus Bond Fund for the period prior to the
                            consolidation with the One Group Bond Fund on
                            March 22, 1999. The predecessor to the Pegasus
                            Bond Fund commenced operations on June 1, 1991
                            subsequent to the transfer of assets from a
                            common trust fund with materially equivalent
                            investment objectives, policies, guidelines and
                            restrictions as the Fund. The quoted performance
                            of the Fund includes the performance of the
                            common trust fund for periods prior to the
                            commencement of operations of the predecessor to
                            the Pegasus Bond Fund as adjusted to reflect the
                            expenses associated with the Fund. The common
                            trust fund was not registered with the SEC and
                            was not subject to the investment restrictions,
                            limitations, and diversification requirements
                            imposed by law on registered mutual funds. If the
                            common trust fund had been registered, its
                            returns would have been lower.



                        (2) The Lehman Brothers Aggregate Bond Index is an
                            unmanaged index generally representative of the
                            bond markets as a whole. The performance of the
                            index does not reflect the deduction of expenses
                            associated with a mutual fund, such as investment
                            management fees. By contrast, the performance of
                            the Fund reflects the deduction of these
                            services.


                        (3) The Lipper Intermediate U.S. 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.


                        ()* Index did not exist.

<PAGE>   842

                                                                               5

- ------------------------------------
                           One Group Bond Fund
              FEES AND EXPENSES
This table describes the fees
and expenses that you may pay
if you buy and hold shares of
the Fund.

                       EXAMPLES

The example is intended to help
you compare the cost of
investing in the Fund with the
cost of investing in other
mutual funds. The example
assumes that you invest $10,000
in the Fund for the time
periods indicated and reflect
what you would pay if either
you redeemed all of your shares
or if you continued to hold
them at the end of the periods
shown. The Examples also assume
that your investment has a 5%
return each year and that the
Fund's operating expenses
remain the same. Your actual
costs may be higher or lower
than those shown below.

<TABLE>
<CAPTION>
                                     SHAREHOLDER FEES
                                     ------------------------------------------------------------------------------
                                     (FEES PAID DIRECTLY FROM YOUR INVESTMENT)                      CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     Maximum Sales Charge (Load) Imposed on Purchases                 NONE
                                     ------------------------------------------------------------------------------
                                       (as a percentage of offering price)
                                     Maximum Deferred Sales Charge (Load)                             NONE
                                     ------------------------------------------------------------------------------
                                       (as a percentage of original purchase price of redemption
                                       proceeds, as applicable)
                                     Redemption Fee                                                   NONE
                                     ------------------------------------------------------------------------------
                                     Exchange Fee                                                     NONE
                                     ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     ANNUAL FUND OPERATING EXPENSES
                                     ------------------------------------------------------------------------------
                                     (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (1)              CLASS I
                                     ------------------------------------------------------------------------------
                                     <S>                                                            <C>     <C>
                                     Investment Advisory Fees                                         .60%
                                     ------------------------------------------------------------------------------
                                     Distribution [and/or Service] (12b-1) Fees                       NONE
                                     ------------------------------------------------------------------------------
                                     Other Expenses                                                   .21%
                                     ------------------------------------------------------------------------------
                                     Total Annual Fund Operating Expenses                             .81%
                                     ------------------------------------------------------------------------------
                                     Fee Waiver and/or Expense Reimbursement (2)                     (.21%)
                                     ------------------------------------------------------------------------------
                                     Net Expenses                                                     .60%
                                     ------------------------------------------------------------------------------
</TABLE>

                        (1) Expense information has been restated to reflect
                            current fees.


                        (2) Banc One Investment Advisors Corporation and The
                            One Group Services Company have contractually
                            agreed to waive fees and/or reimburse expenses to
                            limit total annual fund operating expenses to
                            .60% for Class I shares for the period beginning
                            November 1, 1999 and ending on October 31, 2000.


<TABLE>
<CAPTION>
                                                       CLASS I
                                     ------------------------------
                                     <S>               <C>     <C>
                                     1 Year (1)         $ 61
                                     ------------------------------
                                     3 Years             238
                                     ------------------------------
                                     5 Years             429
                                     ------------------------------
                                     10 Years            982
                                     ------------------------------
</TABLE>

                        (1) Without contractual fee waivers, 1 Year expenses
                            would be $83.
<PAGE>   843

6
ONE GROUP(R)

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

                        More About The Fund

                        The Fund described in this Prospectus is a series of One
                        Group Mutual Funds and is managed by Banc One Investment
                        Advisors Corporation. For more information about One
                        Group and Banc One Investment Advisors, please read
                        "Management of One Group Mutual Funds" and the Statement
                        of Additional Information.

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

PRINCIPAL INVESTMENT
   STRATEGY             The One Group Bond Fund is designed to maximize total
                        return. Banc One Investment Advisors looks for sectors
                        and securities that it believes will perform
                        consistently well over time as measured by total return.
                        The portfolio attempts to enhance total return by
                        selecting market sectors that offer risk/reward
                        advantages based on structural risks and credit trends.


                        The principal investment strategy that is used to meet
                        the Fund's investment objective is described in Fund
                        Summary: Investments, Risks, & Performance in the front
                        of this prospectus. It is also described below. There
                        can be no assurance that the Fund will achieve its
                        investment objective. Please note that the Fund may also
                        use strategies that are not described below, but which
                        are described in the Statement of Additional
                        Information.

                         FUNDAMENTAL POLICIES

              A Fund's investment strategy may involve
              "fundamental policies." A policy is
              fundamental if it cannot be changed
              without the consent of a majority of the
              outstanding shares of the Fund.

                        The Fund invests in all types of debt securities rated
                        as investment grade, as well as convertible securities,
                        preferred stock, and loan participations.

                        - The Fund invests at least 65% of its total assets in
                          debt securities of all types with intermediate to long
                          maturities.

                        - As a matter of fundamental policy, at least 65% of the
                          Fund's total assets will consist of bonds.

                        - The Fund may purchase taxable or tax-exempt municipal
                          securities.

                        - The Fund may invest in debt securities that are rated
                          in the lowest investment grade category.

                        - The Fund's average weighted maturity will normally
                          range between four and twelve years, although the Fund
                          may shorten its weighted average if deemed appropriate
                          for temporary defensive purposes.

                  WHAT IS AVERAGE WEIGHTED MATURITY?


              Average weighted maturity is the average
              of all the current maturities (that is,
              the term of the securities) of the
              individual securities in a fund calculated
              so as to count most heavily those
              securities with the highest dollar value.
              Average weighted maturity is important to
              investors as an indication of a fund's
              sensitivity to changes in interest rates.
              The longer the average weighted maturity,
              the more fluctuation in share price you
              can expect.

<PAGE>   844

                                                                               7

- --------------------------------------------------------------------------------
 INVESTMENT RISKS       The risks associated with investing in the Fund are
                        described below and in Fund Summary: Investments, Risks,
                        & Performance at the front of this prospectus.

- -----
                        FIXED INCOME SECURITIES. Investments by the Fund 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 the
                        Fund's investments generally declines. On the other
                        hand, if rates fall, the value of the investments
                        generally increases. The value of the securities in the
                        Fund, and the value of your investment in the Fund, will
                        increase and decrease as the value of the Fund's
                        investments increase and decrease.

- -----
                        DERIVATIVES. The Fund invests in securities that are
                        considered to be DERIVATIVES. These securities may be
                        more volatile than other investments. Derivatives
                        present, to varying degrees, market, credit, leverage,
                        liquidity, and management risks.

                        WHAT IS A DERIVATIVE?

              Derivatives are securities or contracts
              (like futures and options) that derive
              their value from the performance of
              underlying assets or securities.

- -----
                        LOWER RATED SECURITIES. The Fund may purchase 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.

                        For more information about risks associated with the
                        types of investments that the Fund purchases, please
                        read Fund Summary: Investments, Risks, & Performance,
                        Appendix A and the Statement of Additional Information.

- --------------------------------------------------------------------------------
INVESTMENT POLICIES     The 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 Fund. The full
                        text of the fundamental policies can be found in the
                        Statement of Additional Information.

                        The Fund will not:

                        1. 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 or the Fund would own more
                           than 10% of the outstanding voting securities of any
                           of that issuer. This does not include securities
                           issued or guaranteed by the United States, its
                           agencies or instrumentalities, securities of other
                           registered investment companies and repurchase
                           agreements involving these securities. This
                           restriction applies with respect to 75% of a Fund's
                           total assets.
<PAGE>   845

8

                        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.

- --------------------------------------------------------------------------------
  PORTFOLIO QUALITY     Various rating organizations (like Standard & Poor's
                        Corporation and Moody's Investor Service) assign ratings
                        to securities (other than equity securities). Generally,
                        ratings are divided into two main categories:
                        "Investment Grade Securities" and "Non-Investment Grade
                        Securities." Although there is always a risk of default,
                        rating agencies believe that issuers of Investment Grade
                        Securities have a high probability of making payments on
                        such securities. Non-Investment Grade Securities include
                        securities that, in the opinion of the rating agencies,
                        are more likely to default than Investment Grade
                        Securities. Banc One Investment Advisors will look at a
                        security's rating at the time of investment. If the
                        securities are unrated, Banc One Investment Advisors
                        must determine that they are of comparable quality to
                        rated securities.

                        The Bond Fund only purchases securities that meet the
                        following criteria:

- -----
                        DEBT SECURITIES

                        - The Fund may invest in debt securities rated in any of
                          the four investment grade rating categories.

- -----
                        PREFERRED STOCK

                        - The Fund may only invest in preferred stock rated in
                          any of the four highest rating categories.

- -----
                        MUNICIPAL SECURITIES

                        - The Fund may only invest in municipal bonds rated in
                          any of the four investment grade rating categories.

                        - The 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 investment
                          grade rating categories.

- -----
                        COMMERCIAL PAPER

                        - The Fund may invest in commercial paper rated in the
                          highest or second highest rating category.

                        For more information about ratings, please see
                        "Description of Ratings" in the Statement of Additional
                        Information.
<PAGE>   846

                                                                               9

- --------------------------------------------------------------------------------
TEMPORARY DEFENSIVE
   POSITIONS            To provide liquidity and to allow the Fund to respond to
                        unusual market conditions, the Fund may invest all or a
                        portion of its assets in cash and CASH EQUIVALENTS (see
                        below) for temporary defensive purposes. Investments in
                        cash and cash equivalents may result in a lower yield
                        than lower-quality or longer term investments and may
                        prevent the Fund from meeting its investment objective.

                        While the Fund is engaged in a temporary defensive
                        position, it will not be pursuing its investment
                        objective. Therefore, the Fund will pursue a temporary
                        defensive position only when market conditions warrant.

                      WHAT IS A CASH EQUIVALENT?

              Cash Equivalents are highly liquid, high
              quality instruments with maturities of
              three months or less on the date they are
              purchased. They include securities issued
              by the U.S. Government, its agencies and
              instrumentalities, repurchase agreements
              (other than equity repurchase agreements),
              certificates of deposit, bankers'
              acceptances, commercial paper (rated in
              one of the two highest rating categories),
              variable rate master demand notes, and
              bank money market deposit accounts.

- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER      The Fund may engage in active and frequent trading of
                        portfolio securities to achieve its principal investment
                        strategies. Portfolio turnover may vary greatly from
                        year to year, as well as within a particular year.

                        Higher portfolio turnover rates will likely result in
                        higher transaction costs to the Fund. The portfolio
                        turnover rate for the Fund for the fiscal year ended
                        June 30, 1999 is shown on the Financial Highlights.
<PAGE>   847

10
ONE GROUP(R)

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

- --------------------------------------------------------------------------------
           PURCHASING
         FUND SHARES

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
                          allocable to a class (minus class expenses) by the
                          number of outstanding shares in that class.

                        - A Fund's NAV changes every business day.

                        - NAV is calculated each business day following the
                          close of the NYSE at 4:00 p.m. ET. On occasion, the
                          NYSE will close before 4 p.m. ET. When that happens,
                          NAV will be calculated as of the time the NYSE closes.

                        - It is the responsibility of your Plan Administrator to
                          send your purchase or redemption order to the Fund.
                          Please contact your Plan Administrator for information
                          regarding cut-off times for purchase and redemption
                          requests.

                        - The Fund is open for business every day, other than
                          weekends, days on which the New York Stock Exchange
                          ("NYSE") is closed, and the following holidays: New
                          Year's Day, Martin Luther King, Jr. Day, Presidents'
                          Day, Good Friday, Memorial Day, Independence Day,
                          Labor Day, Thanksgiving, Christmas Eve, and Christmas.

HOW DO I BUY FUND SHARES?
                        - Please contact your Plan Administrator for information
                          on participating in your company's plan.

- --------------------------------------------------------------------------------
SHAREHOLDER INFORMATION

            VOTING RIGHTS
- -------------------------
                        The Fund does 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.

                        The Fund, and each class of shares within each Fund,
                        votes 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.
<PAGE>   848

                                                                              11

        DIVIDEND POLICIES
- -------------------------
                        DIVIDENDS. The Fund generally declares dividends on each
                        business day. Dividends are distributed on the first
                        business day of the next month after they are declared.

                        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.

                        DIVIDEND REINVESTMENT. You automatically will receive
                        all income dividends and capital gain distributions in
                        additional shares of the same Fund and class. The value
                        of the shares distributed is the NAV determined
                        immediately following the dividend record date.

         TAX TREATMENT OF
             SHAREHOLDERS
- -------------------------
                        TAXATION OF DISTRIBUTIONS. The Fund will distribute
                        substantially all of its net investment income
                        (including, for this purpose, the excess of net
                        short-term capital gains over net long-term capital
                        losses) and net capital gains (i.e., the excess of net
                        long-term capital gains over net short-term capital
                        losses) on at least an annual basis.

              TAXATION OF

         RETIREMENT PLANS

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

                        Distributions by the Fund to qualified retirement plans
                        generally 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. 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.


        TAXATION OF ZERO-

        COUPON SECURITIES

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

                        The Fund may acquire certain securities issued with
                        original issue discount (including zero-coupon
                        securities). Current Federal tax requires that a holder
                        (such as a Fund) of such a security must include in
                        taxable income a portion of the original issue discount
                        which accrues during the tax year on such security even
                        if a Fund receives no payment in cash on the security
                        during the year. As an investment company, a Fund must
                        pay out substantially all of its net investment income
                        each year, including any original issue discount.
                        Accordingly, a Fund may be required to pay out in income
                        distribution each year an amount that is greater than
                        the total amount of cash interest a Fund actually
                        received. Such distributions will be made from the cash
                        assets of a Fund or by liquidation of investments if
                        necessary. If a distribution of cash necessitates the
                        liquidation of investments, Banc One Investment Advisors
                        will select which securities to sell.



    SHAREHOLDER INQUIRIES

- -------------------------
                        If you have any questions or need additional
                        information, please contact your Plan Administrator.
<PAGE>   849

12
ONE GROUP(R)

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

                                   Management of
                                   One Group Mutual Funds

- --------------------------------------------------------------------------------
          THE ADVISOR   Banc One Investment Advisors (1111 Polaris Parkway, P.O.
                        Box 71021, Columbus, Ohio 43271-0211) makes the
                        day-to-day investment decisions for the Fund and
                        continuously reviews, supervises and administers the
                        Fund's investment program. Banc One Investment Advisors
                        performs its responsibilities subject to the supervision
                        of, and policies established by, the Trustees of One
                        Group Mutual Funds. Banc One Investment Advisors has
                        served as investment advisor to the Trust since its
                        inception. In addition, Banc One Investment Advisors
                        serves as investment advisor to other mutual funds and
                        individual corporate, charitable, and retirement
                        accounts. As of June 30, 1999, Banc One Investment
                        Advisors, an indirect wholly-owned subsidiary of Bank
                        One Corporation, managed over $126 billion in assets.

- --------------------------------------------------------------------------------
       ADVISORY FEES    Banc One Investment Advisors is paid a fee based on an
                        annual percentage of the average daily net assets of
                        each year. For the most recent fiscal year, the Fund
                        paid advisory fees at the following rate:

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

<TABLE>
<CAPTION>
                                                                                                      ANNUAL RATE
                                                                                                    AS PERCENTAGE OF
                                  FUND                                                          AVERAGE DAILY NET ASSETS
                                  <S>                                                           <C>
                                  One Group(R) Bond Fund(1)                                               40%
                                  --------------------------------------------------------------------------------------
</TABLE>

                        (1) In March 1999, the Pegasus Funds and One Group
                            Mutual Funds merged. The investment advisory fee
                            includes fees paid to First Chicago NBD
                            Investment Management Company, an affiliate of
                            Banc One Investment Advisors, as advisor to the
                            Pegasus Funds.

- -----------------------------------------------------------------------------
THE FUND MANAGERS       The Fund is managed by a team, which includes a Fund
                        manager, research analysts, and fixed income traders.
                        The team works together to establish general duration
                        and sector strategies for the Fund. Each team member
                        makes recommendations about the securities in the Fund.
                        The research analysts and trading personnel provide
                        individual security and sector recommendations, while
                        the portfolio managers select and allocate individual
                        securities in a manner designed to meet the investment
                        objectives of the Fund.
<PAGE>   850

                                                                              13

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

             YEAR 2000
             READINESS
            DISCLOSURE  The services provided to One Group by Banc One
                        Investment Advisors and other service providers
                        (including foreign subcustodians and depositories) are
                        dependent on those service providers' computer systems.
                        Many computer software and hardware systems in use today
                        cannot distinguish between the year 2000 and the year
                        1900 because of the way dates are encoded and calculated
                        (the "Year 2000 Issue"). The failure to make this
                        distinction could have a negative implication on
                        handling securities, trades, pricing and account
                        services. Banc One Investment Advisors and One Group's
                        other service providers have taken steps that each
                        believes are reasonably designed to address the Year
                        2000 Issue with respect to the computer systems they
                        use. The Fund has no reason to believe these steps will
                        not be sufficient to avoid any material adverse impact
                        on One Group, although there can be no assurances. The
                        costs or consequences of incomplete or untimely
                        resolution of the Year 2000 Issue are unknown to Banc
                        One Investment Advisors and One Group's other service
                        providers at this time but could have a material adverse
                        impact on the operations of One Group, Banc One
                        Investment Advisors, The One Group Services Company and
                        One Group's other service providers.


                        In addition, companies in which the Fund invests may
                        experience Year 2000 problems. Foreign issuers,
                        especially those in emerging markets, may be more
                        susceptible to such problems than U.S. issuers. These
                        problems could negatively affect the value of the
                        issuer's securities, which in turn could impact the
                        Fund's performance.
<PAGE>   851

14
ONE GROUP(R)

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

                           FINANCIAL HIGHLIGHTS
                           Bond Fund


The Financial Highlights tables are intended to help you understand the Fund's
performance for the last five years or the period of the Fund's operations,
whichever is shorter. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). The information for the Fund
has been audited by PricewaterhouseCoopers, LLP and other independent
accountants. PricewaterhouseCooper's report, along with the Fund's financial
statements is incorporated by reference in the Statement of Additional
Information, which is available upon request.



<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31,
                                    SIX MONTHS ENDED     ----------------------------------------------------------------
CLASS I                             JUNE 30, 1999(D)        1998           1997          1996         1995         1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                  <C>            <C>            <C>          <C>          <C>      <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                               $    10.78        $    10.59     $    10.27     $  10.45     $   9.01     $  10.32
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                      0.35              0.65           0.66         0.68         0.63         0.61
  Net realized and unrealized
    gains (losses) from
    investments                             (0.44)             0.19           0.32        (0.18)        1.45        (1.31)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities            (0.09)             0.84           0.98         0.50         2.08        (0.70)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                     (0.35)            (0.65)         (0.66)       (0.68)       (0.64)       (0.59)
  Net realized gains                            -                 -              -            -            -        (0.02)

Total Distributions                         (0.35)            (0.65)         (0.66)       (0.68)       (0.64)       (0.61)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD         $    10.34        $    10.78     $    10.59     $  10.27     $  10.45     $   9.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                               (0.87%)(A)         8.17%          9.97%        5.08%       23.75%       (6.99%)

RATIOS/SUPPLEMENTARY DATA:
  Net assets at end of period
    (000)                              $1,330,527        $1,277,246     $1,101,894     $757,627     $485,851     $395,116
  Ratio of expenses to average net
    assets                                  0.64%(B)          0.64%          0.61%        0.66%        0.74%        0.74%
  Ratio of net investment income
    to average net assets                   6.65%(B)          6.10%          6.41%        6.71%        6.39%        6.36%
  Ratio of expenses to average net
    assets*                                 0.75%(B)          0.64%          0.61%        0.66%        0.74%        0.74%
  Ratio of net investment income
    to average net assets*                  6.54%(B)          6.10%          6.41%        6.71%        6.39%        6.36%
  Portfolio turnover(C)                    10.89%            34.69%         17.60%       24.92%       41.91%       75.67%
</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. (D) Upon reorganizing as a fund of One Group, the Pegasus Bond
  Fund became One Group Bond Fund. Financial highlights for the periods prior to
  March 22, 1999 represent the Pegasus Bond Fund.
<PAGE>   852

                                                                              15
ONE GROUP(R)

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

                                    Appendix A

- --------------------------------------------------------------------------------
INVESTMENT
   PRACTICES            The Fund invests in a variety of securities and employs
                        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 Fund,
                        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>
                                      INSTRUMENT                                                      RISK TYPE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                             <C>
                                      U.S. Treasury Obligations: Bills, notes, bonds, STRIPS, and     Market
                                      CUBES.
                                      --------------------------------------------------------------------------
                                      Treasury Receipts: TRS, TIGRs, and CATS.                        Market
                                      --------------------------------------------------------------------------
                                      U.S. Government Agency Securities: Securities issued by         Market
                                      agencies and instrumentalities of the U.S. Government. These    Credit
                                      include Ginnie Mae, Fannie Mae, and Freddie Mac.
                                      --------------------------------------------------------------------------
                                      Certificates of Deposit: Negotiable instruments with a          Market
                                      stated maturity.                                                Credit
                                                                                                      Liquidity
                                      --------------------------------------------------------------------------
                                      Time Deposits: Non-negotiable receipts issued by a bank in      Liquidity
                                      exchange for the deposit of funds.                              Credit
                                                                                                      Market
                                      --------------------------------------------------------------------------
                                      Repurchase Agreements: The purchase of a security and the       Credit
                                      simultaneous commitment to return the security to the seller    Market
                                      at an agreed upon price on an agreed upon date. This is         Liquidity
                                      treated as a loan.
                                      --------------------------------------------------------------------------
                                      Reverse Repurchase Agreements: The sale of a security and       Market
                                      the simultaneous commitment to buy the security back at an      Leverage
                                      agreed upon price on an agreed upon date. This is treated as
                                      a borrowing by a Fund.
                                      --------------------------------------------------------------------------
                                      Securities Lending: The lending of up to 33 1/3% of the         Credit
                                      Fund's total assets. In return the Fund will receive cash,      Market
                                      other securities, and/or letters of credit as collateral.       Leverage
                                      --------------------------------------------------------------------------
</TABLE>
<PAGE>   853

16

<TABLE>
<CAPTION>
                                      INSTRUMENT                                                      RISK TYPE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                             <C>
                                      When-Issued Securities and Forward Commitments: Purchase or     Market
                                      contract to purchase securities at a fixed price for            Leverage
                                      delivery at a future date.                                      Liquidity
                                                                                                      Credit
                                      --------------------------------------------------------------------------
                                      Investment Company Securities: Shares of other mutual funds,    Market
                                      including One Group money market funds and shares of other
                                      money market funds 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           Market
                                      convert to common stock.                                        Credit
                                      --------------------------------------------------------------------------
                                      Call and Put Options: A call option gives the buyer the         Management
                                      right to buy, and obligates the seller of the option to         Liquidity
                                      sell, a security at a specified price. A put option gives       Credit
                                      the buyer the right to sell, and obligates the seller of the    Market
                                      option to buy, a security at a specified price. The Fund        Leverage
                                      will sell covered call and secured put options.
                                      --------------------------------------------------------------------------
                                      Futures and Related Options: A contract providing for the       Management
                                      future sale and purchase of a specified amount of a             Market
                                      specified security, class of securities, or an index at a       Credit
                                      specified time in the future and at a specified price.          Liquidity
                                                                                                      Leverage
                                      --------------------------------------------------------------------------
                                      Real Estate Investment Trusts ("REITs"): Pooled investment      Liquidity
                                      vehicles which invest primarily in income producing real        Management
                                      estate or real estate related loans or interest.                Market
                                                                                                      Regulatory
                                                                                                      Tax
                                                                                                      Pre-payment
                                      --------------------------------------------------------------------------
                                      Bankers' Acceptances: Bills of exchange or time drafts drawn    Credit
                                      on and accepted by a commercial bank. Maturities are            Liquidity
                                      generally six months or less.                                   Market
                                      --------------------------------------------------------------------------
                                      Commercial Paper: Secured and unsecured short-term              Credit
                                      promissory notes issued by corporations and other entities.     Liquidity
                                      Maturities generally vary from a few days to nine months.       Market
                                      --------------------------------------------------------------------------
                                      Foreign Securities: Stocks issued by foreign companies, as      Market
                                      well as commercial paper of foreign issuers and obligations     Political
                                      of foreign banks, overseas branches of U.S. banks and           Liquidity
                                      supranational entities. Includes American Depository            Foreign
                                      Receipts and Global Depository Receipts, and American           Investment
                                      Depository Securities.
                                      --------------------------------------------------------------------------
</TABLE>
<PAGE>   854

                                                                              17

<TABLE>
<CAPTION>
                                      INSTRUMENT                                                      RISK TYPE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                             <C>
                                      Restricted Securities: Securities not registered under the      Liquidity
                                      Securities Act of 1933, such as privately placed commercial     Market
                                      paper and Rule 144A securities.                                 Credit
                                      --------------------------------------------------------------------------
                                      Variable and Floating Rate Instruments: Obligations with        Credit
                                      interest rates which are reset daily, weekly, quarterly or      Liquidity
                                      some other period and which may be payable to the Fund on       Market
                                      demand.
                                      --------------------------------------------------------------------------
                                      Preferred Stock: A class of stock that generally pays a         Market
                                      dividend 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    Pre-payment
                                      estate loans and pools of loans. These include                  Market
                                      collateralized mortgage obligations ("CMOs"), Real Estate       Credit
                                      Mortgage Investment Conduits ("REMICs").                        Regulatory
                                      --------------------------------------------------------------------------
                                      Corporate Debt Securities: Corporate bonds and                  Market
                                      non-convertible debt securities.                                Credit
                                      --------------------------------------------------------------------------
                                      Demand Features: Securities that are subject to puts and        Market
                                      standby commitments to purchase the securities at a fixed       Liquidity
                                      price (usually with accrued interest) within a fixed period     Management
                                      of time following demand by a Fund.
                                      --------------------------------------------------------------------------
                                      Asset-Backed Securities: Securities secured by company          Pre-payment
                                      receivables, home equity loans, truck and auto loans,           Market
                                      leases, credit card receivables and other securities backed     Credit
                                      by other types of receivables or other assets.                  Regulatory
                                      --------------------------------------------------------------------------
                                      Mortgage Dollar Rolls: A transaction in which a Fund sells      Pre-payment
                                      securities for delivery in a current month and                  Market
                                      simultaneously contracts with the same party to repurchase      Regulatory
                                      similar but not identical securities on a specified future
                                      date.
                                      --------------------------------------------------------------------------
                                      Adjustable Rate Mortgage Loans ("ARMS"): Loans in a mortgage    Pre-payment
                                      pool which provide for a fixed initial mortgage interest        Market
                                      rate for a specified period of time, after which the rate       Credit
                                      may be subject to periodic adjustments.                         Regulatory
                                      --------------------------------------------------------------------------
                                      Swaps, Caps and Floors: A Fund may enter into these             Management
                                      transactions to manage its exposure to changing interest        Credit
                                      rates and other factors. Swaps involve an exchange of           Liquidity
                                      obligations by two parties. Caps and floors entitle a           Market
                                      purchaser to a principal 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>   855

18

<TABLE>
<CAPTION>
                                      INSTRUMENT                                                      RISK TYPE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                             <C>
                                      New Financial Products: New options and futures contracts       Management
                                      and other financial products continue to be developed and       Credit
                                      the Fund may invest in such options, contracts and products.    Market
                                                                                                      Liquidity
                                      --------------------------------------------------------------------------
                                      Structured Instruments: Debt securities issued by agencies      Market
                                      and instrumentalities of the U.S. government, banks,            Liquidity
                                      municipalities, corporations and other businesses whose         Management
                                      interest and/or principal payments are indexed to foreign       Credit
                                      currency exchange rates, interest rates, or one or more         Foreign
                                      other referenced indices.                                       Investment
                                      --------------------------------------------------------------------------
                                      Municipal Securities: Securities issued by a state or           Market
                                      political subdivision to obtain funds for various public        Credit
                                      purposes. Municipal securities include private activity         Political
                                      bonds and industrial development bonds, as well as General      Tax
                                      Obligation Notes, Tax Anticipation Notes, Bond Anticipation     Regulatory
                                      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      Credit
                                      no interest, but are issued at a discount from their value      Market
                                      at maturity. When held to maturity, their entire return         Zero-Coupon
                                      equals the difference between their issue price and their
                                      maturity value.
                                      --------------------------------------------------------------------------
                                      Zero-Fixed-Coupon Debt Securities: Zero coupon debt             Credit
                                      securities which convert on a specified date to interest        Market
                                      bearing debt securities.                                        Zero
                                                                                                      Coupon
                                      --------------------------------------------------------------------------
                                      Stripped Mortgage-Backed Securities: Derivative multi-class     Pre-payment
                                      mortgage securities usually structured with two classes of      Market
                                      shares that receive different proportions of the interest       Credit
                                      and principal from a pool of mortgage-backed obligations.       Regulatory
                                      The Fund only invests in Stripped Mortgage-Backed Securities
                                      issued or guaranteed by the U.S. government, its agencies or
                                      instrumentalities.
                                      --------------------------------------------------------------------------
                                      Inverse Floating Rate Instruments: Leveraged variable rate      Market
                                      debt instruments with interest rates that reset in the          Leverage
                                      opposite direction from the market rate of interest to which    Credit
                                      the inverse floater is indexed.
                                      --------------------------------------------------------------------------
                                      Loan Participations and Assignments: Participations in, or      Credit
                                      assignments of all or a portion of loans to corporations or     Political
                                      to governments, including governments of the less developed     Liquidity
                                      countries ("LDC's").                                            Foreign
                                                                                                      Investment
                                                                                                      Market
                                      --------------------------------------------------------------------------
</TABLE>
<PAGE>   856

                                                                              19

<TABLE>
<CAPTION>
                                      INSTRUMENT                                                      RISK TYPE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                             <C>
                                      Fixed Rate Mortgage Loans: Investments in fixed rate            Credit
                                      mortgage loans or mortgage pools which bear simple interest     Pre-payment
                                      at fixed annual rates and have short to long term final         Regulatory
                                      maturities.                                                     Market
                                      --------------------------------------------------------------------------
                                      Short-Term Funding Agreements: Investments in short-term        Credit
                                      funding agreements issued by banks and highly rated U.S.        Liquidity
                                      insurance companies such as Guaranteed Investment Contracts     Market
                                      ("GIC's") and Bank Investment Contracts ("BIC's").
</TABLE>

- --------------------------------------------------------------------------------
 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 Fund may fluctuate,
                        as will the value of your investment in the Fund.
                        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.

                        - 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.
<PAGE>   857

20

                        - 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 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
                          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 that may restrict the remedies that a
                          lender has when a borrower defaults on 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.

                        - Zero Coupon Risk. The market prices of securities
                          structured as zero coupon or pay-in-kind securities
                          are generally affected to a greater extent by interest
                          rate changes. These securities tend to be more
                          volatile than securities that pay interest
                          periodically.
<PAGE>   858

                           (Intentionally Left Blank)
<PAGE>   859

- --------------------------------------------------------------------------------
                        If you want more information about the Fund, the
                        following documents are free upon request:

                        ANNUAL/SEMI-ANNUAL REPORTS: Additional information about
                        the Fund's investments is available in the Fund's annual
                        and semi-annual reports to shareholders. In the Fund's
                        annual report, you will find a discussion of the market
                        conditions and investment strategies that significantly
                        affected the Fund's performance during its last fiscal
                        year.

                        STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI
                        provides more detailed information about the Fund and is
                        incorporated into this prospectus by reference.

                        HOW CAN I GET MORE INFORMATION? You can get a free copy
                        of the semiannual/ annual reports or the SAI, request
                        other information or discuss your questions about the
                        Fund by contacting your Plan Administrator.

                        You can also review and copy the Fund's reports and the
                        SAI at the Public Reference Room of the Securities and
                        Exchange Commission ("SEC"). (For information about the
                        SEC's Public Reference Room call 1-800-SEC-0330). You
                        can also get reports and other information about the
                        Funds from the SEC's web site at http://www.sec.gov or
                        by writing the Public Reference Section of the SEC,
                        Washington, D.C. 20549-6009 and paying a copying charge.

                        (Investment Company Act File No. 811-4236)


                                    TOG-F-228                             [LOGO]

<PAGE>   860
                       STATEMENT OF ADDITIONAL INFORMATION

                            ONE GROUP(R) MUTUAL FUNDS

              ONE GROUP U.S. TREASURY SECURITIES MONEY MARKET FUND
               (THE "U.S. TREASURY SECURITIES MONEY MARKET FUND")
        ONE GROUP PRIME MONEY MARKET FUND (THE "PRIME MONEY MARKET FUND")
    ONE GROUP MUNICIPAL MONEY MARKET FUND (THE "MUNICIPAL MONEY MARKET FUND")
  ONE GROUP OHIO MUNICIPAL MONEY MARKET FUND (THE "OHIO MUNICIPAL MONEY MARKET
                                     FUND")

                  ONE GROUP BALANCED FUND (THE "BALANCED FUND")
          ONE GROUP LARGE CAP GROWTH FUND (THE "LARGE CAP GROWTH FUND")
           ONE GROUP LARGE CAP VALUE FUND (THE "LARGE CAP VALUE FUND")
            ONE GROUP MID CAP GROWTH FUND (THE "MID CAP GROWTH FUND")

   ONE GROUP INTERNATIONAL EQUITY INDEX FUND (THE "INTERNATIONAL EQUITY INDEX
                                     FUND")

             ONE GROUP MID CAP VALUE FUND (THE "MID CAP VALUE FUND")
              ONE GROUP EQUITY INDEX FUND (THE "EQUITY INDEX FUND")
             ONE GROUP EQUITY INCOME FUND (THE "EQUITY INCOME FUND")
        ONE GROUP DIVERSIFIED EQUITY FUND (THE "DIVERSIFIED EQUITY FUND")
          ONE GROUP SMALL CAP GROWTH FUND (THE "SMALL CAP GROWTH FUND")
         ONE GROUP INTERMEDIATE BOND FUND (THE "INTERMEDIATE BOND FUND")

               ONE GROUP INCOME BOND FUND (THE "INCOME BOND FUND")
           ONE GROUP GOVERNMENT BOND FUND (THE "GOVERNMENT BOND FUND")

     ONE GROUP ULTRA SHORT-TERM BOND FUND (THE "ULTRA SHORT-TERM BOND FUND")
           ONE GROUP SHORT-TERM BOND FUND (THE "SHORT-TERM BOND FUND")
         ONE GROUP TREASURY & AGENCY FUND (THE "TREASURY & AGENCY FUND")
           ONE GROUP HIGH YIELD BOND FUND (THE "HIGH YIELD BOND FUND")

   ONE GROUP INTERMEDIATE TAX-FREE BOND FUND (THE "INTERMEDIATE TAX-FREE BOND
                                     FUND")
          ONE GROUP MUNICIPAL INCOME FUND (THE "MUNICIPAL INCOME FUND")
                      ONE GROUP ARIZONA MUNICIPAL BOND FUND
                       (THE "ARIZONA MUNICIPAL BOND FUND")
                                 ONE GROUP WEST
     VIRGINIA MUNICIPAL BOND FUND (THE "WEST VIRGINIA MUNICIPAL BOND FUND")
                     ONE GROUP LOUISIANA MUNICIPAL BOND FUND
                      (THE "LOUISIANA MUNICIPAL BOND FUND")
       ONE GROUP OHIO MUNICIPAL BOND FUND (THE "OHIO MUNICIPAL BOND FUND")
   ONE GROUP KENTUCKY MUNICIPAL BOND FUND (THE "KENTUCKY MUNICIPAL BOND FUND")

          ONE GROUP TREASURY ONLY MONEY MARKET FUND (THE "TREASURY ONLY
                               MONEY MARKET FUND")
                     ONE GROUP GOVERNMENT MONEY MARKET FUND
                      (THE "GOVERNMENT MONEY MARKET FUND")
                              ONE GROUP TAX-EXEMPT
             MONEY MARKET FUND (THE "TAX-EXEMPT MONEY MARKET FUND")
 ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND (THE "INSTITUTIONAL PRIME MONEY
                                  MARKET FUND")
           ONE GROUP INVESTOR GROWTH FUND (THE "INVESTOR GROWTH FUND")
  ONE GROUP INVESTOR GROWTH & INCOME FUND (THE "INVESTOR GROWTH & INCOME FUND")
         ONE GROUP INVESTOR BALANCED FUND (THE "INVESTOR BALANCED FUND")
     ONE GROUP INVESTOR CONSERVATIVE GROWTH FUND (THE "INVESTOR CONSERVATIVE
                                  GROWTH FUND")
           ONE GROUP SMALL CAP VALUE FUND (THE "SMALL CAP VALUE FUND")




                                       1
<PAGE>   861
       ONE GROUP DIVERSIFIED MID CAP FUND (THE "DIVERSIFIED MID CAP FUND")
 ONE GROUP DIVERSIFIED INTERNATIONAL FUND (THE "DIVERSIFIED INTERNATIONAL FUND")
    ONE GROUP MARKET EXPANSION INDEX FUND (THE "MARKET EXPANSION INDEX FUND")
                      ONE GROUP BOND FUND (THE "BOND FUND")
 ONE GROUP SHORT-TERM MUNICIPAL BOND FUND (THE "SHORT-TERM MUNICIPAL BOND FUND")
             ONE GROUP TAX-FREE BOND FUND (THE "TAX-FREE BOND FUND")
   ONE GROUP MICHIGAN MUNICIPAL BOND FUND (THE "MICHIGAN MUNICIPAL BOND FUND")
  ONE GROUP MICHIGAN MUNICIPAL MONEY MARKET FUND (THE "MICHIGAN MUNICIPAL MONEY
                                  MARKET FUND")
 ONE GROUP CASH MANAGEMENT MONEY MARKET FUND (THE "CASH MANAGEMENT MONEY MARKET
                                     FUND")
    ONE GROUP TREASURY CASH MANAGEMENT MONEY MARKET FUND (THE "TREASURY CASH
                         MANAGEMENT MONEY MARKET FUND")
 ONE GROUP TREASURY PRIME CASH MANAGEMENT MONEY MARKET FUND (THE "TREASURY PRIME
                       CASH MANAGEMENT MONEY MARKET FUND")
     ONE GROUP U.S. GOVERNMENT SECURITIES CASH MANAGEMENT MONEY MARKET FUND
          (THE "U.S. GOVERNMENT SECURITIES CASH MANAGEMENT MONEY MARKET
                                     FUND")
   ONE GROUP MUNICIPAL CASH MANAGEMENT MONEY MARKET FUND (THE "MUNICIPAL CASH
                         MANAGEMENT MONEY MARKET FUND")
               ONE GROUP REAL ESTATE FUND (THE "REAL ESTATE FUND")
                ONE GROUP TECHNOLOGY FUND (THE "TECHNOLOGY FUND")
   ONE GROUP U.S. GOVERNMENT SECURITIES MONEY MARKET FUND (THE "US GOVERNMENT
                       SECURITIES MONEY MARKET FUND") AND
      ONE GROUP TREASURY PRIME MONEY MARKET FUND (THE "TREASURY PRIME MONEY
                                 MARKET FUND")
                  (EACH A "FUND," AND COLLECTIVELY THE "FUNDS")

                                NOVEMBER 1, 1999


This Statement of Additional Information is not a Prospectus, but supplements
and should be read in conjunction with the Prospectuses dated November 1, 1999.
This Statement of Additional Information is incorporated in its entirety into
each Fund's Prospectus. The Annual Report for the Funds for the fiscal year
ended June 30, 1999 is incorporated by reference into this Statement of
Additional Information. A copy of the Annual Report and each Prospectus is
available without charge by writing to The One Group Services Company, 3435
Stelzer Road, Columbus, Ohio 43219, or by telephoning toll free (800) 480-4111.


                                       2
<PAGE>   862



                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                            PAGE

<S>                                                                                                       <C>
THE TRUST
INVESTMENT OBJECTIVES AND POLICIES........................................................................    10
     Additional Information on Fund Instruments ..........................................................    10
         Asset-Backed Securities .........................................................................    10
         Bank Obligations ................................................................................    10
         Commercial Paper ................................................................................    11
         Common Stock ....................................................................................    11
         Convertible Securities ..........................................................................    12
         Demand Features .................................................................................    12
         Foreign Investments .............................................................................    12
              Risk Factors of Foreign Investments ........................................................    12
              Limitations on the Use of Foreign Investments ..............................................    13
         Foreign Currency Transactions ...................................................................    14
              Position Hedging ...........................................................................    15
              Forward Foreign Currency Exchange Contracts ................................................    15
              Foreign Currency Futures Contracts .........................................................    16
              Foreign Currency Options ...................................................................    17
              Foreign Currency Conversion ................................................................    18
              Other Foreign Currency Hedging Strategies ..................................................    18
              Risk Factors in Hedging Transactions .......................................................    18
         Futures and Options Trading .....................................................................    19
              Futures Contracts ..........................................................................    19
              Limitations on the Use of Futures Contracts ................................................    20
              Risk Factors in Futures Transactions .......................................................    21
              Options Contracts ..........................................................................    22
              Writing (Selling) Covered Calls ............................................................    23
              Purchasing Call Options ....................................................................    25
              Purchasing Put Options .....................................................................    25
              Secured Puts ...............................................................................    25
              Straddles and Spreads ......................................................................    25
              Risk Factors in Options Transactions .......................................................    25
              Limitations on the Use of Options ..........................................................    26
         Government Securities ...........................................................................    26
         High Quality Investments With Regard to the Money Market and
              Institutional Money Market Funds ...........................................................    27
         High Yield/High Risk Securities/Junk Bonds ......................................................    28
         Index Investing by the Equity Index, Market Expansion Index
              and International Equity Index Funds .......................................................    30
         Index Shares
         Investment Company Securities ...................................................................    31
         Loan Participations and Assignments .............................................................    32
         Mortgage-Related Securities .....................................................................    33
              Mortgage-Backed Securities (CMOs and REMICs) ...............................................    33
              Limitations on the Use of Mortgage Backed Securities .......................................    35
              Mortgage Dollar Rolls ......................................................................    36
              Stripped Mortgage Backed Securities ........................................................    36
              Adjustable Rate Mortgage Loans..............................................................    37
              Risk Factors of Mortgage-Related Securities ................................................    38
         Municipal Securities ............................................................................    39
              Risk Factors in Municipal Securities .......................................................    40
              Limitations on the Use of Municipal Securities .............................................    41
              Arizona Municipal Securities ...............................................................    42
              Kentucky Municipal Securities ..............................................................    43
              Louisiana Municipal Securities .............................................................    43
              Michigan Municipal Securities ..............................................................    44
              Ohio Municipal Securities ..................................................................    46
              West Virginia Municipal Securities .........................................................    46
         New Financial Products ..........................................................................    47
         PERCS ...........................................................................................    47
</TABLE>



                                       3
<PAGE>   863


<TABLE>
<CAPTION>
                                                                                                            PAGE

<S>                                                                                                       <C>
         Preferred Stock .................................................................................    47
         Real Estate Investment Trusts ("REITs")..........................................................    48
         Repurchase Agreements ...........................................................................    48
         Reverse Repurchase Agreements ...................................................................    49
         Restricted Securities ...........................................................................    49
         Securities Lending ..............................................................................    50
         Short-term Funding Agreements ...................................................................    51
         Structured Instruments ..........................................................................    51
         Swaps, Caps and Floors ..........................................................................    52
         Treasury Receipts ...............................................................................    54
         U.S. Treasury Obligations .......................................................................    54
         Variable and Floating Rate Instruments ..........................................................    55
         Warrants ........................................................................................    56
         When-Issued Securities and Forward Commitments ..................................................    56
     Ratings of Portfolio Securities .....................................................................    57
     Investment Restrictions .............................................................................    70
     Portfolio Turnover ..................................................................................    76
     Additional Tax Information Concerning All Funds .....................................................    78
     Additional Tax Information Concerning the Tax-Advantaged Funds ......................................    81
     Additional Tax Information Concerning the International Funds .......................................    83
     Foreign Tax Credit ..................................................................................    83
     Additional Tax Information Concerning the Funds of Funds ............................................    84
VALUATION
     Valuation of the Money Market and Institutional Money Market Funds ..................................    85
     Valuation of the Equity Funds, the Bond Funds and the Municipal
         Bond Funds ......................................................................................    85
ADDITIONAL INFORMATION REGARDING THE CALCULATION OF PER SHARE
     NET ASSET VALUE .....................................................................................    86
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION ...........................................................    86
     Exchanges ...........................................................................................    87
     Redemptions..........................................................................................    88
MANAGEMENT OF THE TRUST ..................................................................................    89
     Trustees & Officers .................................................................................    89
     Investment Advisor and Sub-Advisors .................................................................    93
     Glass-Steagall Act ..................................................................................   100
     Portfolio Transactions ..............................................................................   100
     Administrator .......................................................................................   103
     Distribution Plan ...................................................................................   110
     Predecessor Funds' Distribution and Shareholder Servicing Plans .....................................   112
     Cash Compensation to Shareholder Servicing Agents
     Custodian, Transfer Agent and Dividend Disbursing Agent..............................................   114
     Subcustodian ........................................................................................   115
     Experts .............................................................................................   115
ADDITIONAL INFORMATION ...................................................................................   117
     Description of Shares ...............................................................................   117
     Shareholder and Trustee Liability ...................................................................   118
     Performance .........................................................................................   119
     Calculation of Performance Data .....................................................................   119
     Miscellaneous .......................................................................................   133
FINANCIAL STATEMENTS
</TABLE>




                                       4
<PAGE>   864




                                    THE TRUST


              One Group Mutual Funds (the "TRUST") is an open-end management
investment company. The Trust was formed as a Massachusetts Business Trust on
May 23, 1985. The Trust changed its name from The One Group(R) to One Group
Mutual Funds in March, 1999. The Trust consists of fifty-four series of units
of beneficial interest ("SHARES") each representing interests in one of the
following separate investment portfolios ("FUNDS"):

              Money Market Funds: 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) the Ohio Municipal Money Market Fund, the
           Michigan Municipal Money Market Fund (formerly, Pegasus Michigan
           Municipal Money Market Fund), the U.S. Government Securities Money
           Market Fund, and the Treasury Prime Money Market Fund (these seven
           Funds being collectively referred to as the "MONEY MARKET FUNDS"),

              Equity Funds: The Equity Income Fund (formerly, the Income Equity
           Fund), the Mid Cap Value Fund (formerly, the Disciplined Value Fund),
           the Mid Cap Growth Fund (formerly, the Growth Opportunities Fund and
           the Small Company Growth Fund), the Equity Index Fund, the
           International Equity Index Fund, the Large Cap Value Fund (formerly,
           the Large Company Value Fund and the Quantitative Equity Portfolio),
           the Large Cap Growth Fund (formerly, the Large Company Growth Fund),
           the Balanced Fund (formerly, the Asset Allocation Fund and the
           Flexible Balanced Portfolio), the Diversified Equity Fund (formerly,
           the Value Growth Fund), the Small Cap Growth Fund (formerly, the
           Small Capitalization Fund and the Gulf South Growth Fund), the Small
           Cap Value Fund (formerly, Pegasus Small-Cap Opportunity Fund), the
           Diversified Mid Cap Fund (formerly, Pegasus Mid-Cap Opportunity
           Fund), Diversified International Fund (formerly, Pegasus
           International Equity Fund), and the Market Expansion Index Fund
           (formerly, Pegasus Market Expansion Index Fund), the Real Estate
           Fund, and the Technology Fund (these sixteen Funds being collectively
           referred to as the "EQUITY FUNDS"),

              Bond Funds: The Intermediate Bond Fund, the Income Bond Fund, the
           Government Bond Fund, the Ultra Short-Term Bond Fund (formerly the
           Ultra Short-Term Income Fund and the Government ARM Fund), the
           Short-Term Bond Fund (formerly, the Limited Volatility Bond Fund),
           the Treasury & Agency Fund, the High Yield Bond Fund (formerly, the
           Income Fund) and the Bond Fund (formerly, Pegasus Bond Fund) (these
           eight Funds being collectively referred to as the "BOND FUNDS"),

              Municipal Bond Funds: The Intermediate Tax-Free Bond Fund, the
           Municipal Income Fund (formerly the Tax-Free Bond Fund), the Tax-Free
           Bond Fund (formerly, Pegasus Municipal Bond Fund), the Short-Term
           Municipal Bond Fund (formerly, Pegasus Short Municipal Bond Fund),
           the Ohio Municipal Bond Fund, the West Virginia Municipal Bond Fund,
           the Kentucky Municipal Bond Fund, the Arizona Municipal Bond Fund,
           the Louisiana Municipal Bond Fund, and the Michigan Municipal Bond
           Fund (formerly, Pegasus Michigan Municipal Bond Fund) (these ten
           Funds being collectively referred to as the "MUNICIPAL BOND FUNDS"),

              Institutional Money Market Funds: The Treasury Only Money Market
           Fund, the Government Money Market Fund, the Tax-Exempt Money Market
           Fund, the Institutional Prime Money Market Fund, the Cash Management
           Money Market Fund (formerly, Pegasus Cash Management Fund), the
           Treasury Cash Management Money Market Fund (formerly, Pegasus
           Treasury Cash Management Fund), the Treasury Prime Cash Management
           Money Market Fund (formerly, Pegasus Treasury Prime Cash Management
           Fund), the U.S. Government Securities Cash Management Money Market
           Fund (formerly, Pegasus U.S. Government Securities Cash Management
           Fund), and the Municipal Cash Management Money Market Fund (formerly,
           Pegasus Municipal



                                       5
<PAGE>   865

           Cash Management Fund) (these nine Funds being collectively referred
           to as the "INSTITUTIONAL MONEY MARKET FUNDS"),


              Funds of Funds: The Investor Growth Fund, the Investor Growth &
           Income Fund, the Investor Conservative Growth Fund, and the Investor
           Balanced Fund (these four Funds being collectively referred to as the
           "FUNDS OF FUNDS").

TAX-ADVANTAGED FUNDS: The Municipal Money Market Fund, the Ohio Municipal Money
Market Fund, the Michigan Municipal Money Market Fund, the Municipal Bond Funds,
the Tax-Exempt Money Market Fund, and the Municipal Cash Management Money Market
Fund are also referred to as the "TAX-ADVANTAGED FUNDS."

INTERNATIONAL FUNDS: The Diversified International Fund and the International
Equity Index Fund are also referred to as the "INTERNATIONAL FUNDS."

CASH MANAGEMENT FUNDS: The Cash Management Money Market Fund, the Treasury Cash
Management Money Market Fund, the Treasury Prime Cash Management Money Market
Fund, the U.S. Government Securities Cash Management Money Market Fund, and the
Municipal Cash Management Money Market Fund are also referred to as the "CASH
MANAGEMENT FUNDS."

DIVERSIFICATION. All of the Trust's Funds are diversified, as defined under the
Investment Company Act of 1940, as amended (the "1940 ACT"), except the
following which are non-diversified:

1.  the Ohio Municipal Bond Fund,
2.  the Kentucky Municipal Bond Fund,
3.  the West Virginia Municipal Bond Fund,
4.  the Arizona Municipal Bond Fund,
5.  the Michigan Municipal Bond Fund,
6.  the Michigan Municipal Money Market Fund,
7.  the Ohio Municipal Money Market Fund,
8.  the Louisiana Municipal Bond Fund,
9.  the Real Estate Fund, and
10. the Technology Fund.

SHARE CLASSES. Shares in the Funds of the Trust (other than the Institutional
Money Market Funds and the Money Market Funds) are generally offered in four
separate classes: Class I Shares, Class A Shares, Class B Shares and Class C
Shares. The following chart shows the share classes offered (or which are
anticipated to be offered) by each of the Funds as of the date of this Statement
of Additional Information:


                                       6
<PAGE>   866



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
             FUND               Class A          Class B         Class C          Service          Class S          Class I
                                                                                   Class
<S>                             <C>              <C>             <C>                <C>              <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------------------
1.  Small Cap Growth            X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
2.  Small Cap Value             X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
3.  Mid Cap Growth              X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
4.  Mid Cap Value               X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
5.  Diversified Mid             X                X                X                                                  X
Cap
- ---------------------------------------------------------------------------------------------------------------------------------
6.  Large Cap Growth            X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
7.  Large Cap Value             X                X                X
- ---------------------------------------------------------------------------------------------------------------------------------
8.  Equity Income               X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
9.  Diversified Equity          X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
10. Balanced                    X                X                                                                   X
- ---------------------------------------------------------------------------------------------------------------------------------
11. Equity Index                X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
12. Market Expansion            X                X                X                                                  X
Index
- ---------------------------------------------------------------------------------------------------------------------------------
13. International               X                X                X                                                  X
Equity Index
- ---------------------------------------------------------------------------------------------------------------------------------
14. Diversified                 X                X                X                                                  X
International
- ---------------------------------------------------------------------------------------------------------------------------------
15. Real Estate                 X*               X*               X*                                                 X*
- ---------------------------------------------------------------------------------------------------------------------------------
16. Ultra Short-Term            X                X                                                                   X
Bond
- ---------------------------------------------------------------------------------------------------------------------------------
17. Short-Term Bond             X                X                                                                   X
- ---------------------------------------------------------------------------------------------------------------------------------
18. Intermediate Bond           X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
19. Bond                        X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
20. Income Bond                 X                X                                                                   X
- ---------------------------------------------------------------------------------------------------------------------------------
21. Government Bond             X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
22. Treasury & Agency           X                X                                                                   X
- ---------------------------------------------------------------------------------------------------------------------------------
23. High Yield Bond             X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
24. Short-Term                  X                X                                                                   X
Municipal Bond
- ---------------------------------------------------------------------------------------------------------------------------------
25. Intermediate Tax-           X                X                                                                   X
Free Bond
- ---------------------------------------------------------------------------------------------------------------------------------
26. Tax-Free Bond               X                X                                                                   X
- ---------------------------------------------------------------------------------------------------------------------------------
27. Municipal Income            X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
28. Arizona Municipal           X                X                                                                   X
Bond
- ---------------------------------------------------------------------------------------------------------------------------------
29. Kentucky                    X                X                                                                   X
Municipal Bond
- ---------------------------------------------------------------------------------------------------------------------------------
30. Louisiana                   X                X                                                                   X
Municipal Bond
- ---------------------------------------------------------------------------------------------------------------------------------
31. Michigan                    X                X                                                                   X
Municipal Bond
- ---------------------------------------------------------------------------------------------------------------------------------
32. Ohio Municipal              X                X                                                                   X
Bond
- ---------------------------------------------------------------------------------------------------------------------------------
33. West Virginia               X                X                                                                   X
Municipal Bond
- ---------------------------------------------------------------------------------------------------------------------------------
34. Investor Growth             X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
35. Investor Growth &           X                X                X                                                  X
Income
- ---------------------------------------------------------------------------------------------------------------------------------
36. Investor Balanced           X                X                X                                                  X
- ---------------------------------------------------------------------------------------------------------------------------------
37. Investor                    X                X                X                                                  X
Conservative Growth
- ---------------------------------------------------------------------------------------------------------------------------------
38. Cash Management             X                                                                                    X
Money Market
- ---------------------------------------------------------------------------------------------------------------------------------
39. Treasury Cash               X                                                                                    X
Management Money
Market
- ---------------------------------------------------------------------------------------------------------------------------------
40. Treasury Prime              X                                                                                    X
Cash Management Money
Market
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>   867


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
             FUND               Class A          CLASS B         Class C          Service          Class S          CLASS I
                                                                                   Class
<S>                             <C>              <C>             <C>                <C>              <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------------------
41. U.S. Government             X                                                                                    X
Securities Cash
Management Money
Market
- ---------------------------------------------------------------------------------------------------------------------------------
42. Municipal Cash              X                                                                                    X
Management Money
Market
- ---------------------------------------------------------------------------------------------------------------------------------
43. Prime Money                 X                X                X                X                                 X
Market
- ---------------------------------------------------------------------------------------------------------------------------------
44. U.S. Treasury               X                X                X                X                                 X
Securities Money
Market
- ---------------------------------------------------------------------------------------------------------------------------------
45. Municipal Money             X                                 X                X                                 X
Market
- ---------------------------------------------------------------------------------------------------------------------------------
46. Michigan                    X                                 X                                                  X
Municipal Money Market
- ---------------------------------------------------------------------------------------------------------------------------------
47. Ohio Municipal              X                                 X                                                  X
Money Market
- ---------------------------------------------------------------------------------------------------------------------------------
48. Treasury Prime              X*                                X*               X*                                X*
Money Market
- ---------------------------------------------------------------------------------------------------------------------------------
49. U.S. Government             X*                                X*               X*                                X*
Securities Money
Market
- ---------------------------------------------------------------------------------------------------------------------------------
50. Institutional                                                                                   X**              X
Prime Money Market
- ---------------------------------------------------------------------------------------------------------------------------------
51. Treasury Only                                                                                   X**              X
Money Market
- ---------------------------------------------------------------------------------------------------------------------------------
52. Government Money                                                                                X**              X
Market
- ---------------------------------------------------------------------------------------------------------------------------------
53. Tax-Exempt Money                                                                                X*               X*
Market
- ---------------------------------------------------------------------------------------------------------------------------------
54. Technology                  X*               X*               X*                                                 X*
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*    As of the date of this Statement of Additional Information, the Fund
     had not commenced operations.

**   As of the date of this Statement of Additional Information, the shares
     had not commenced operations.

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.

PEGASUS CONSOLIDATION. In March, 1999, the Funds of the Trust consolidated with
the Pegasus Funds pursuant to an Agreement and Plan of Reorganization. Except
for the Funds listed below, One Group Mutual Funds are considered to be the
surviving funds for accounting purposes. The following list shows the name of
the former Pegasus funds that are considered to be the surviving funds for
accounting purposes and the current name of such Funds:



                                       8
<PAGE>   868


<TABLE>
<CAPTION>
NAME OF FORMER PEGASUS FUND                                            ONE GROUP MUTUAL FUNDS' NAME
<S>      <C>                                                          <C>      <C>
1.       Pegasus Multi-Sector Bond Fund                                1.       the Income Bond Fund
2.       Pegasus Intermediate Bond Fund                                2.       the Intermediate Bond Fund
3.       Pegasus Small-Cap Opportunity Fund                            3.       the Small Cap Value Fund
4.       Pegasus Mid-Cap Opportunity Fund                              4.       the Diversified Mid Cap Fund
5.       Pegasus International Equity Fund                             5.       the Diversified International
                                                                                Fund
6.       Pegasus Market Expansion Index Fund                           6.       the Market Expansion Index
                                                                                Fund
7.       Pegasus Bond Fund                                             7.       the Bond Fund
8.       Pegasus Short Municipal Bond Fund                             8.       the Short-Term Municipal Bond
                                                                                Fund
9.       Pegasus Municipal Bond Fund                                   9.       the Tax-Free Bond Fund
10.      Pegasus Michigan Municipal Bond Fund                          10.      the Michigan Municipal Bond
                                                                                Fund
11.      Pegasus Michigan Municipal Money                              11.      the Michigan Municipal Money
         Market Fund                                                            Market Fund
12.      Pegasus Cash Management Fund                                  12.      the Cash Management Money
                                                                                Market Fund
13.      Pegasus Treasury Cash Management Fund                         13.      the Treasury Cash Management
                                                                                Money Market Fund
14.      Pegasus Treasury Prime Cash                                   14.      the Treasury Prime Cash
         Management Fund                                                        Management Money Market Fund
15.      Pegasus U.S. Government Securities                            15.      the U.S. Government Securities
         Cash Management Fund                                                   Cash Management Money Market
                                                                                Fund
16.      Pegasus Municipal Cash Management Fund                        16.      the Municipal Cash Management
                                                                                Money Market Fund
</TABLE>


These 16 Funds are collectively referred to as the PREDECESSOR FUNDS. Individual
Predecessor Funds are identified in this Statement of Additional Information by
their One Group Mutual Funds' names.




                                       9
<PAGE>   869



                       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

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.


Prepayment Risks. These securities involve prepayment risk, which is the risk
that the issuers of asset-backed securities may be able to repay principal in
advance if interest rates fall. Also, the underlying assets (for example, the
underlying credit card debt) may be refinanced or paid off prior to maturity
during periods of declining interest rates. If asset-backed securities are
pre-paid, a Fund may have to reinvest the proceeds from the securities at a
lower rate. In addition, 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, a Fund may fail to recoup any premium paid on asset-backed
securities.


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. Certain Funds
may also invest in obligations (including banker's acceptances and certificates
of deposit) denominated in foreign currencies (see "Foreign Investments"
herein).



                                       10
<PAGE>   870

         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. 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.

COMMERCIAL PAPER

         Commercial paper consists of promissory notes issued by corporations.
Although such notes are generally unsecured, the Funds may also purchase secured
commercial paper. 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 Funds only purchase commercial paper
that meets the following criteria.

         Bond Funds. The Short-Term Bond Fund, the Intermediate Bond Fund, the
         Bond Fund and the Ultra Short-Term Bond 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 Nationally Recognized
         Statistical Rating Organization ("NRSRO") (such as A-2 or better by
         Standard & Poor's Corporation ("S&P"), Aa or better by Moody's
         Investors Service, Inc. ("MOODY'S") or A2 or better by Fitch IBCA
         ("FITCH")) or if unrated, determined by Banc One Investment Advisors
         Corporation ("BANC ONE INVESTMENT ADVISORS") to be of comparable
         quality. The High Yield Bond Fund and the Income Bond Fund may purchase
         commercial paper in any rating category by at least one NRSRO, or, if
         unrated, determined by Banc One Investment Advisors or with respect to
         the High Yield Bond Fund, Banc One High Yield Partners, LLC (the "HIGH
         YIELD SUB-ADVISOR" or a "SUB-ADVISOR") to be of comparable quality.

         Municipal Bond Funds. The Municipal Bond Funds 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 Investment Advisors to be of
         comparable quality.

         Money Market Funds. The Money Market Funds (other than the U.S.
         Treasury Securities Money Market 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 Investment Advisors to be of
         comparable quality.

         Institutional Money Market Funds. The Cash Management Money Market Fund
         and the Municipal Cash Management Money Market Fund may purchase
         commercial paper 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 Investment Advisors to be of comparable quality.

         Equity Funds. The Equity Funds 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 Investment Advisors to be of comparable quality.

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.




                                       11
<PAGE>   871


(Equity securities such as common stock will generally comprise no more than 10%
of the High Yield Bond Fund's total assets).

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.

DEMAND FEATURES

         Some of the Funds may acquire securities that are subject to puts and
standby commitments ("DEMAND FEATURES") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities or by
another third party, and may not be transferred separately from the underlying
security. 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.

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, Eurodollar Certificates of Deposit, Eurodollar
Time Deposits, Eurodollar Bankers' Acceptances, Canadian Time Deposits and
Yankee Certificates of Deposits, and investments in Canadian Commercial Paper,
and Europaper. 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.


         RISK FACTORS OF FOREIGN INVESTMENTS

         Political and Exchange Risks. Foreign investments 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.




                                       12
<PAGE>   872



         Higher Transaction Costs. Foreign investments may entail higher
         custodial fees and sales commissions than domestic investments.

         Accounting and Regulatory Differences. 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.

         Currency Risk. A substantial portion of the securities of the
         International Funds will be denominated in foreign currencies. In
         addition, the International Funds may hold funds in foreign currencies.
         Thus, the value of an International 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 a 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 a Fund to achieve its
         investment objective may depend, to a certain extent, on exchange rate
         movements.

         By investing in foreign securities, the International Funds attempt 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 a 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 Funds, when included in appropriate amounts in a portfolio
otherwise consisting of domestic equity and debt securities, will provide a
source of increased diversification.

         The International Funds seek increased diversification by combining
securities from various countries and geographic areas that offer different
investment opportunities and are affected by different economic trends.

         o        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 the 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.

         o        The Diversified International Fund invests primarily in the
                  securities of companies located in Europe, Asia and Latin
                  America. The Fund may also invest in other regions and
                  countries that present attractive investment opportunities,
                  including developing countries. Because the Fund may invest
                  over 25% of its total assets in a single country, political
                  and economic developments in that country will have a greater
                  impact on the performance of the Fund than would be the case
                  if the Fund were more widely diversified.

         LIMITATIONS ON THE USE OF FOREIGN INVESTMENTS. Investments in all types
of foreign obligations or securities will not exceed 25% of the net assets of
the Equity Funds (with the exception of the International Funds) and the Income
Bond, the High Yield Bond, the Bond and the Short-Term Bond Funds.




                                       13
<PAGE>   873



FOREIGN CURRENCY TRANSACTIONS

              The International Funds may 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 International Funds may
engage in such transactions in both U.S. and non-U.S. markets. To the extent a
Fund enters into such transactions in markets other than in the United States, a
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 International Funds may enter into such
transactions only in connection with hedging strategies.

              While a 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 a Fund's hedging
transactions will be effective. Furthermore, a 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.

              The International Funds are 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. Each International
Fund's dealings in forward foreign exchange will be limited to hedging involving
either specific transactions or portfolio positions.

              Transaction Hedging. When the International Funds engage in
transaction hedging, they enter into foreign currency transactions with respect
to specific receivables or payables of the Funds generally arising in connection
with the purchase or sale of their portfolio securities. The International Funds
will engage in transaction hedging when they desire 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 Funds will attempt to protect themselves
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 Funds 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 International Funds 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 Funds reserve the right to
purchase and sell foreign currency futures contracts traded in the United States
and subject to regulation by the CFTC.

              For transaction hedging purposes the International Funds 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 a
Fund the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives a 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 a Fund the right to assume a long position in
the futures contract until the expiration of the option. A call option on
currency gives a Fund the right to purchase a currency at the exercise price
until the expiration of the option.



                                       14
<PAGE>   874
              POSITION HEDGING. When engaging in position hedging, the
International Funds will enter into foreign currency exchange transactions to
protect against a decline in the values of the foreign currencies in which their
portfolio securities are denominated or an increase in the value of currency for
securities which Banc One Investment Advisors expects to purchase, when the Fund
holds cash or short-term investments. In connection with the position hedging, a
Fund may purchase or sell foreign currency forward contracts or foreign currency
on a spot basis. The International Funds 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 Funds have 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, the International Funds may have 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 a 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 International Funds have no current intention to do
so, the International Funds 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 Funds own or
expect 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 a 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.

              FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The International
Funds, for hedging purposes only, 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.




                                       15
<PAGE>   875


              At the maturity of a forward contract, a 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.

              FOREIGN CURRENCY FUTURES CONTRACTS. The International Funds may
purchase foreign currency futures 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. A Fund will 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 (the
"SEC"). 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




                                       16
<PAGE>   876
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 Funds intend 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.

              FOREIGN CURRENCY OPTIONS. The International Funds 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.

              A 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, a Fund may use such
techniques to hedge the stated value in U.S. 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
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 contracts 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 International Funds will not speculate in foreign currency options,
futures or related options or currency swap contracts. Accordingly,

                                       17
<PAGE>   877
the International Funds will not hedge a currency substantially in excess (as
determined by Banc One Investment Advisors) of the market value of the
securities denominated in such currency which they own, the expected acquisition
price of securities which they have committed or anticipate to purchase which
are denominated in such currency, and, in the cases of securities which have
been sold by a Fund but not yet delivered, the proceeds thereof in its
denominated currency. Further, the International Funds will segregate, at its
Custodians, 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 International Funds 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.

              OTHER FOREIGN CURRENCY HEDGING STRATEGIES. New options and futures
contracts and other financial products, and various combinations thereof,
continue to be developed, and the International Funds 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.

              RISK FACTORS IN HEDGING TRANSACTIONS

              Imperfect Correlation. Foreign currency 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
           creates the possibility that losses on the hedge may be greater than
           gains in the value of a Fund's securities.

              Liquidity. In addition, these instruments may not be liquid in all
           circumstances. As a result, in volatile markets, the Funds 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.




                                       18
<PAGE>   878


     Judgement of the Advisor and the International Sub-Advisor. Successful use
of hedging instruments by the International Funds is subject to the ability of
the Banc One Investment Advisors and/or the International Sub-Adviser, in the
case of the International Equity Index Fund to predict correctly movements in
the direction of interest and currency rates and other factors affecting markets
for securities. If the expectations of Banc One Investment Advisors or the
International Sub-Advisor are not met, a Fund would be in a worse position than
if a hedging strategy had not been pursued. For example, if a 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, a Fund may have to sell
securities at a time when it is disadvantageous to do so.

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 futures 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.



                                       19
<PAGE>   879


              After a futures contract position is opened, the value of the
contract is marked to market daily. If the futures contract price changes to the
extent that the margin on deposit does not satisfy margin requirements, payment
of additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Funds
expect to earn interest income on their margin deposits.

              Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from fluctuations in
the prices of underlying securities. The Funds intend to enter into futures
contracts, options on futures contracts, index futures and options thereon that
are traded on an exchange regulated by the CFTC if, to the extent that such
futures and options are not for "bona fide hedging purposes" (as defined by the
CFTC), the aggregate initial margin and premiums on such positions (excluding
the amount by which options are in the money) do not exceed 5% of the Fund's
total assets at current value. 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.

              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.

              LIMITATIONS 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.

              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



                                       20
<PAGE>   880


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 SEC. 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. 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

              Liquidity. 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.

              Risk of Loss. The risk of loss in trading futures contracts in
           some strategies can be substantial, due both to the low margin
           deposits required, and the extremely high degree of leverage involved
           in futures pricing. Because the deposit requirements in the futures
           markets are less onerous than margin requirements in the securities
           market, there may be increased participation by speculators in the
           futures market which may also cause temporary price distortions. A
           relatively small price movement in a futures contract may result in
           immediate and substantial loss (as well as gain) to the investor. For
           example, if at the time of purchase, 10% of the value of the futures
           contract is deposited as margin, a subsequent 10% decrease in the
           value of the futures



                                       21
<PAGE>   881


           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 Investment Advisors and, with respect to the
           International Equity Index Fund, the International Sub-Advisor, and,
           with respect to the High Yield Bond, the High Yield 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.

              Correlation Risk. Utilization of futures transactions by a Fund
           involves 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 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.

              Price Fluctuations. 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 futures positions and subjecting
           some futures traders to substantial losses.

              Some futures strategies, including selling futures, buying puts
and writing covered calls, may reduce a 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. A 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 a Fund anticipates purchasing at a later date, or for
other risk management strategies.

              OPTIONS CONTRACTS

              Some of the Funds may use options on securities or futures
contracts as a hedging device. An option gives the buyer of the option the right
(but not the obligation) to purchase a futures contract or security at a
specified price (also called the STRIKE price). A CALL OPTION gives the 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.

              A PUT OPTION gives the buyer the right to sell the underlying
futures contract or security. The purchase price of an option is referred to as
its



                                       22
<PAGE>   882


"premium." The seller (or "writer") of a put option must purchase futures
contracts or securities at a strike price if the option is exercised. In the
case of a call option, the seller must sell the futures contract or security in
the underlying futures contract or security at the strike price if the option is
exercised.

              A NAKED OPTION is an option written by a party who does not own
the underlying futures contract or security. A COVERED OPTION is an option
written by a party who does own 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 and "out-of-the-money" if the
strike price is above current market levels. 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.

              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.

              WRITING (SELLING) 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.
Generally, the Funds will write covered call options on securities which, in the
opinion of Banc One Investment Advisors or the applicable 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. 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 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.



                                       23
<PAGE>   883



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 Fund'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.



                                       24
<PAGE>   884



              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 a premium for a call 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.

              STRADDLES AND SPREADS

              Certain Funds also may engage in straddles and spreads. In a
straddle transaction, a 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 Investment Advisors or the
applicable Sub-Advisor believes the price of a security will be stable. The Fund
will receive a premium on the sale of the put and the call. A spread permits the
Fund to make a hedged investment that the price of a security will increase or
decline.

              RISK FACTORS IN OPTIONS TRANSACTIONS

              Risk of Loss. 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. 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.

              Judgement of Advisor and Sub-Advisors. The successful use of the
           options strategies depends on the ability of Banc One Investment
           Advisors or the




                                       25
<PAGE>   885


           applicable Sub-Advisor to assess interest rate and market movements
           correctly and to accurately calculate the fair price of the option.
           The effective use of options also depends on a Fund's ability to
           terminate option positions at times when Banc One Investment Advisors
           or the applicable Sub-Advisor, deems it desirable to do so. A Fund
           will take an option position only if Banc One Investment Advisors or
           the applicable 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.

              Liquidity. 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.

              Market Restrictions. 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.

              Foreign Investment Risks. 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.

              LIMITATIONS ON THE USE OF OPTIONS

              Each Fund will limit the writing of put and call options to 25% of
its net assets. 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.

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 Investment



                                       26
<PAGE>   886


Advisors or the applicable 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.

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 to present minimal credit risks under guidelines adopted by
the Trust's Board of Trustees.

              The U.S. Treasury Securities Money Market Fund, the Treasury Only
Money Market Fund, the Treasury Cash Management Money Market Fund, and the
Treasury Prime Cash Management 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 U.S. Treasury
Securities Money Market Fund and the Treasury Cash Management Money Market Fund
may be subject to repurchase agreements.

              The Government Money Market Fund and the U.S. Government
Securities Cash Management Money Market Fund invest 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.

              With regard to the Money Market Funds and the Institutional Money
Market Funds, 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 Investment 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 Investment 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 Investment Advisors 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 Investment 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 top three 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



                                       27
<PAGE>   887


securities do not possess a rating, are determined to be of comparable quality
by Banc One Investment Advisors pursuant to the guidelines adopted by the Board
of Trustees. Second-Tier Securities are all other Eligible Securities.

              Each Money Market Fund (other than the Ohio Municipal Money Market
Fund, the Michigan Municipal Money Market Fund, and the Municipal Money Market
Fund) and Institutional Money Market Fund (other than the Tax-Exempt Money
Market Fund) will not invest more than 5% of its total assets in the First Tier
Securities of any one issuer (as defined by or permitted under Rule 2a-7). In
addition, each Fund (other than the Municipal Money Market Fund, the Ohio
Municipal Money Market Fund, the Michigan 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
million. If a percentage limitation is satisfied at the time of purchase, a
later increase in such percentage resulting from a change in the Fund's net
asset value or a subsequent change in a security's qualification as a First Tier
or Second Tier Security will not constitute a violation of the limitation. In
addition, there is no limit on the percentage of a Fund's assets that may be
invested in obligations issued or guaranteed by the U.S. government, its
agencies, or instrumentalities and, with respect to each Money Market Fund and
each Institutional Money Market Fund (other than the Treasury Only Money Market
Fund and the Treasury Prime Cash Management 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 Investment 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.

HIGH YIELD/HIGH RISK SECURITIES/JUNK BONDS

              Some of the Funds may invest in high yield securities. High yield,
high risk bonds are securities that are generally 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," "below 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



                                       28
<PAGE>   888


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, high risk bonds. As an
example, in the late 1980's, legislation required federally-insured savings and
loan associations to divest their investments in high yield, high risk 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, high risk securities
structured as zero coupon or pay-in-kind securities (as defined below) 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, the Fund must recognize a computed amount of
interest income and pay dividends to shareholders even though it has received no
cash. In some instances, the Funds may have to sell securities to have
sufficient cash to pay the dividends.

              The high yield, high risk investments include the following:

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

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

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

                 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.

                 Private Placements. These are bonds sold directly to a small
              number of investors, usually institutional, without registration
              under the Securities Act of 1933.

                 Convertible Securities. These are bonds or preferred stock that
              convert to common stock.

                 Preferred Stock. These are stocks that generally pay a dividend
              at a specified rate and which have preference over common stock in
              the payment of dividends and in liquidation.

                 Loan Participations and Assignments. These are participations
              in, or assignments of all or a portion of loans to corporations or
              to governments, including governments of the less developed
              countries ("LDC'S").

This foregoing list is not definitive. The prospectus and this Statement of
Additional Information list additional types of permissible investments. Such
investments may be purchased by some of the Funds even if they are classified as
non-investment grade securities.



                                       29
<PAGE>   889



INDEX INVESTING BY THE EQUITY INDEX, MARKET EXPANSION INDEX AND
INTERNATIONAL EQUITY INDEX FUNDS

              Equity Index Fund. The Equity Index Fund attempts to track the
performance of the S&P 500 Index (the "INDEX") 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 in the Index. "S&P 500" is a service
mark of S&P.

              The weights 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 Investment Advisors generally selects stocks for the
Equity Index Fund in the order of their weights 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.

              Market Expansion Index Fund. The Market Expansion Index Fund
invests in a representative sampling of stocks of medium-sized and small U.S.
companies that are included in the Standard & Poor's SmallCap 600 Index and the
Standard & Poor's MidCap 400 Index (the "INDICES") and which trade on the New
York and American Stock Exchanges as well as over-the-counter stocks that are
part of the National Market System. (Not all of the stocks in the Indices are
included in the Fund). The Fund will attempt to achieve a correlation between
the performance of its portfolio and that of the combined Indices 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 combined Indices. The Fund's
ability to correlate its performance with the combined Indices, however, may be
affected by, among other things, changes in securities markets, the manner in
which the Indices are calculated by 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 other indices if such a standard of comparison is
deemed to be more representative of the performance of common stocks.



                                       30
<PAGE>   890

              The Indices are determined, composed and calculated by S&P without
regard to the Market Expansion Index Fund. S&P is neither a sponsor of, nor in
any way affiliated with the Market Expansion Index Fund, and S&P makes no
representation or warranty, expressed or implied on the advisability of
investing in the Market Expansion Index Fund or as to the ability of the Indices
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
Indices or any data included therein.

              International Equity Index Fund. 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
Gross Domestic Product ("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
Capital International ("MSCI") and the timing of purchases and redemptions. In
the future, the Trustees of the Trust, subject to the approval of Shareholders,
may select another index if such a standard of comparison is deemed to be more
representative of the performance of common stocks.

              MSCI computes and publishes the International Index. MSCI also
computes the country weights which are established based on annual GDP data.
Gross Domestic Product is defined as a country's Gross National Product, or
total output of goods and services, adjusted by the following two factors: net
labor income (labor income of domestic residents working abroad less labor
income of foreigners working domestically) plus net interest income (interest
income earned from foreign investments less interest income earned from domestic
investments by foreigners). Country weights are thus established in proportion
to the size of their economies as measured by Gross Domestic Product, which
results in a more uniform distribution of capital across the EAFE markets than
if capitalization weights were used as the basis. The country weights within the
International Index are systematically rebalanced annually to the most recent
GDP weights.

              MSCI chooses the stocks to be included in the International Index
largely on a statistical basis. Inclusion of a stock in the International Index
in no way implies an opinion by MSCI as to its attractiveness as an investment.
The International Index is determined, composed and calculated by MSCI without
regard to the International Equity Index Fund. MSCI is neither a sponsor of, nor
in any way affiliated with the International Equity Index Fund, and MSCI makes
no representation or warranty, expressed or implied on the advisability of
investing in the International Equity Index Fund or as to the ability of the
International Index to track general stock market performance, and MSCI
disclaims all warranties of merchantability or fitness for a particular purpose
or use with respect to the International Index or any data included therein.
"MSCI EAFE Index" is a service mark of MSCI.

INDEX SHARES

              Certain of the Funds may invest in Index Shares. Index shares are
ownership interests in unit investment trusts and other pooled investment
vehicles that hold a portfolio of securities or stocks designed to track the
price performance and dividend yield. Index shares include Standard & Poor's
Depository Receipts ("SPDRS") and Nasdaq-100 Trusts (NASDAQ-100S). Nasdaq-100s
and SPDRs are interests in unit investment trusts. SPDRs invest in a securities
portfolio that includes substantially all of the common stocks (in substantially
the same weights) as the common stocks included in a particular Standard &
Poor's Index such as the S&P 500.



                                       31
<PAGE>   891


Nasdaq-100s invest in a securities portfolio that includes substantially all of
the securities of the Nasdaq-100 index. SPDRs and Nasdaq 100's are traded on the
American Stock Exchange, but may not be redeemed. The results of SPDRs and
Nasdaq-100s will not match the performance of the designated index due to
reductions in the performance attributable to transaction and other expenses,
including fees paid by the SPDR or Nasdaq-100s to service providers. SPDRs
distribute dividends on a quarterly basis.

              SPDRs and Nasdaq-100s are not actively managed. Rather, a SPDR's
or Nasdaq-100s objective is to track the performance of a specified index.
Therefore, securities may be purchased, retained and sold at times when an
actively managed trust 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 SPDR or Nasdaq-100 was not fully invested in such securities.

              A Fund will limit its investments in any one SPDR or Nasdaq-100s
to 5% of the Fund's total assets and 3% of the outstanding voting securities of
the SPDR or Nasdaq-100. Moreover, a Fund's investments in SPDRs and Nasdaq-100s
will not exceed 10% of the Fund's total assets, when aggregated with all other
investments in investment companies.

INVESTMENT COMPANY SECURITIES

              Some of the Funds may invest up to 5% of their total assets in the
securities of any one investment company (another mutual fund), but may not own
more than 3% of the outstanding 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 Funds of Funds. Other investment
company securities may include securities of a money market fund of the Trust,
and securities of other money market funds for which Banc One Investment
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 duplicate fees. Banc One Investment 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 Investment Advisors;
and, to the extent required by the laws of any state in which shares of the
Trust are sold, Banc One Investment Advisors will waive its fees attributable to
the assets of any Fund invested in any investment company.

LOAN PARTICIPATIONS AND ASSIGNMENTS

              Some of the Funds may invest in fixed and floating rate loans
("LOANS") arranged through private negotiations between issuers (which may be
corporate issuers or issuers 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). A Fund's 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 Participation and not an Assignment. A Fund may have difficulty
disposing of Assignments and Participations because to do so it will have



                                       32
<PAGE>   892


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.

MORTGAGE-RELATED SECURITIES

              MORTGAGE-BACKED SECURITIES (CMOS AND REMICS). Certain of the Funds
may invest in mortgage-backed securities including collateralized mortgage
obligations ("CMOS") and Real Estate Mortgage Investment Conduits ("REMICS").
Mortgage-backed securities represent pools of mortgage loans assembled for sale
to investors by various governmental agencies such as Ginnie Mae and
government-related organizations such as Fannie Mae and 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. 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.

              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.

              Ginnie Mae Securities. 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.

              Fannie Mae Securities. 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.

              Freddie Mac Securities. 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.

              CMOs and guaranteed REMIC pass-through certificates ("REMIC
CERTIFICATES") issued by Fannie Mae, Freddie Mac, Ginnie Mae and private issuers
are types of




                                       33
<PAGE>   893


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 any class of sequential pay CMOs or REMIC
Certificates until all other classes having an earlier final distribution date
have been paid in full.

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

              A wide variety of REMIC Certificates may be issued in the parallel
pay or sequential pay structures. These securities include accrual certificates
(also known as "Z-BONDS"), which only accrue interest at a specified rate until
all other certificates having an earlier final distribution date have been
retired and are converted thereafter to an interest-paying security, and planned
amortization class ("PAC") certificates, which are parallel pay REMIC
Certificates which generally




                                       34
<PAGE>   894


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.

              LIMITATIONS ON THE USE OF MORTGAGE-BACKED SECURITIES

              Equity Funds. The Balanced Fund, the Small Cap Value Fund, the
           Diversified Mid Cap Fund, and the Diversified International Fund may
           invest in mortgage-backed securities issued by private issuers
           including Guaranteed CMOs and REMIC pass-through Securities 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 Investment Advisors to be of comparable quality.

              Bond Funds. The Government Bond 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 Bond Funds that invest in
           mortgage-backed securities may invest in mortgage-backed securities
           issued by private issuers including Guaranteed CMOs and REMIC
           pass-through securities. The Government Bond Fund and the Treasury &
           Agency Fund may invest in mortgage-backed securities that are rated
           in one of the three highest rating categories by at least one NRSRO
           at the time of investment or, if unrated, determined by Banc One
           Investment Advisors to be of comparable quality. The Short-Term Bond
           Fund, the Ultra Short-Term Bond Fund, the Intermediate Bond Fund, and
           the Bond Fund may invest in mortgage-backed securities 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
           Investment Advisor to be of comparable quality. The Income Bond Fund
           and the High Yield Bond Fund can invest in mortgage-backed securities
           in ANY rating category.

              Municipal Bond Funds. The Municipal Bond Funds may invest in
           mortgage-backed securities 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 Investment Advisor to be of
           comparable quality.

              Money Market Funds. The Government Money Market Fund may only
           invest in mortgage-backed securities issued or guaranteed by the U.S.
           government, or its agencies or instrumentalities. The other Money
           Market Funds that invest in mortgage-backed securities may invest in
           mortgage-backed securities issued by private issuers including
           Guaranteed CMOs and REMIC pass-through securities. The Prime Money
           Market Fund, the Municipal Money Market Fund, the Ohio Municipal
           Money Market Fund, and the Michigan Municipal Money Market Fund may
           invest in mortgage-backed securities that are rated in one of the two
           highest rating categories by at least one NRSRO at the time of
           investment or, if unrated, determined by Banc One Investment Advisors
           to be of comparable quality.

              Institutional Money Market Funds. The Institutional Money Market
           Funds (other than the Municipal Cash Management Money Market Fund and
           the Cash Management Money Market Fund) may only invest in
           mortgage-backed securities issued or guaranteed by the U.S.
           government, or its agencies or instrumentalities. The Municipal Cash
           Management Money Market Fund may invest in mortgage-backed securities
           issued by private issuers including Guaranteed



                                       35
<PAGE>   895


           CMOs and REMIC pass-through securities. With respect to the
           Institutional Money Market Funds, mortgage-backed securities must be
           rated in one of the two highest rating categories by at least one
           NRSRO at the time of investment or, if unrated, determined by Banc
           One Investment Advisors to be of comparable quality.

              MORTGAGE DOLLAR ROLLS. Some of 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 Investment 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.

              STRIPPED MORTGAGE BACKED SECURITIES. Stripped Mortgage Backed
Securities ("SMBS") are derivative multi-class mortgage securities. 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.

              In addition to the risks applicable to Mortgage-Related Securities
in general, SMBS 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. 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 prepayments increase and falling as prepayments decrease.
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 Investment 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 strategies.

              The Bond Funds (other than the Treasury & Agency Fund), the
Municipal Bond Funds, and the Balanced Fund may invest in SMBS to enhance
revenues or hedge against interest rate risk. The Funds may only invest in SMBS
issued or guaranteed by the U.S. government, its agencies or instrumentalities.
Although the market for SMBS 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.



                                       36
<PAGE>   896


              ADJUSTABLE RATE MORTGAGE LOANS. The Bond Funds and the Balanced
Fund, may invest in adjustable rate mortgage loans ("ARMS"). The Treasury &
Agency Fund may 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.

              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.

              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




                                       37
<PAGE>   897


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.

              RISKS FACTORS OF MORTGAGE-RELATED SECURITIES

              Guarantor Risk. 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.

              Interest Rate Sensitivity. If a Fund 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
           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.

              Market Value. 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.

              Prepayments. 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.

              Yield Characteristics. 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,




                                       38
<PAGE>   898


           usually monthly, and the possibility that prepayments of principal
           may be made at any time. Prepayment rates are influenced by changes
           in current interest rates and a variety of economic, geographic,
           social and other factors and cannot be predicted with certainty. As
           with fixed rate mortgage loans, adjustable rate mortgage loans may be
           subject to a greater prepayment rate in a declining interest rate
           environment. The yields to maturity of the Mortgage-Backed Securities
           in which the Funds invest 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.

MUNICIPAL SECURITIES

              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
inter-city rail facilities, governmentally-owned airports, docks and wharves and
mass commuting facilities, certain qualified mortgages, student loan and
redevelopment bonds and bonds used for certain organizations exempt from federal
income taxation.

              Certain debt obligations known as "INDUSTRIAL DEVELOPMENT BONDS"
under prior federal tax law may have been issued by or on behalf of public
authorities to obtain funds to provide certain privately operated housing
facilities, sports facilities, industrial parks, convention or trade show
facilities, airport, mass transit, port or parking facilities, air or water
pollution control facilities, sewage or solid waste disposal facilities, and
certain facilities for water supply. Other private activity bonds and industrial
development bonds issued to fund the construction, improvement, equipment or
repair of privately-operated industrial, distribution, research, or commercial
facilities may also be Municipal Securities, but the size of such issues is
limited under current and prior federal tax law. The aggregate amount of most
private activity bonds and industrial development bonds is limited (except in
the case of certain types of facilities) under federal tax law by an annual
"volume cap." The volume cap limits the annual aggregate principal amount of
such obligations issued by or on behalf of all governmental instrumentalities in
the state.

              The 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




                                       39
<PAGE>   899



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 Investment
Advisors or the applicable Sub-Advisor will consider such an event in
determining whether the Fund should continue to hold the obligations.

              Municipal securities may include OBLIGATIONS OF MUNICIPAL HOUSING
AUTHORITIES and SINGLE-FAMILY MORTGAGE REVENUE BONDS. Weaknesses in Federal
housing subsidy programs and their administration may result in a decrease of
subsidies available for payment of principal and interest on housing authority
bonds. Economic developments, including fluctuations in interest rates and
increasing construction and operating costs, may also adversely impact revenues
of housing authorities. In the case of some housing authorities, inability to
obtain additional financing could also reduce revenues available to pay existing
obligations. Single-family mortgage revenue bonds are subject to extraordinary
mandatory redemption at par in whole or in part from the proceeds derived from
prepayments of underlying mortgage loans and also from the unused proceeds of
the issue within a stated period which may be within a year from the date of
issue.

              MUNICIPAL LEASES are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, a conditional sales contract, or a
participation interest in any of the above. Banc One Investment Advisors 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 canceled.

              RISK FACTORS IN MUNICIPAL SECURITIES

              Tax Risk. 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.

              Housing Authority Tax Risk. The exclusion from gross income for
           Federal income tax purposes for certain housing authority bonds
           depends on



                                       40
<PAGE>   900


           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.

              Information Risk. 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.

              State and Federal Laws. 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.

              Litigation and Current Developments. Such litigation or conditions
           may from time to time have the effect of introducing uncertainties in
           the market for tax-exempt obligations, 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.

              New Legislation. 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. The 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.

              LIMITATIONS ON THE USE OF 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 Michigan Municipal Money Market Fund, the
Municipal Income Fund, the Intermediate
Tax-Free Bond Fund, the Ohio Municipal Bond Fund, the Michigan Municipal 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 Investment Advisors or
the applicable Sub-Advisor determines that such Municipal Securities offer
attractive yields. The Funds may invest in Municipal Securities either by
purchasing them directly or by




                                       41
<PAGE>   901


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.

              The Tax-Advantaged 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. Each
Fund will limit its investment in municipal leases to no more than 5% of its
total assets.

              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. Over the past several decades, Arizona's economy has grown faster
than most other regions of the country. Arizona's population experienced an
increase of 2.9% in 1997 and a substantially similar percentage increase in
1998. Current State projections include continuing population gains averaging
approximately 2.7% per year through the year 2002.Arizona's employment rate
increased 6.7% in 1994, 6.1% in 1995, 5.6% in 1996,4.4% in 1997 and 4.7% in
1998. More significantly, Arizona was ranked the fastest growing state seven out
of 12 months during 1998 and ranked second during the other five months. Job
growth is expected to continue, but at a somewhat slower pace. The two-year
forecast indicates that 155,000 new jobs will be created in Arizona, which
translates into an average annual growth rate of 3.7% per year. The State's
unemployment rate was 5.5% in 1996, 4.0% in 1997 and 4.1% in 1998.

              Arizona's per capita personal income has generally varied between
5% and 15% below the national average due to such factors as the chronic poverty
on the state's Indian reservations, the states relatively high number of
retirees and children, and the state's below-average wage scale. However,
Arizona's aggregate personal income grew from $60.9 billion in 1990 to $100.6
billion in 1998, an increase of 65.2% and an average annual growth rate of 8.1%
per year.

              Despite an increase in population, employment and aggregate
personal income, retail sales growth rates declined between 1994 and 1997, but
have recently begun to rise again. The retail sales growth rate was 11.8% for
fiscal year 1994-1995, 7.4% for fiscal year 1995-1996, 5% for 1996-1997, 7.8%
for fiscal year 1997-1998 and 8.2% for fiscal year 1998-1999.

              After experiencing several years of budget shortfalls requiring
mid-year adjustments, the State of Arizona has had significant budget surpluses
each year from 1993 through 1998. However, during fiscal year 1999, a
significant portion of the accumulated surpluses were committed to construction
and renovation of public school




                                       42
<PAGE>   902


facilities, reducing the projected surplus at June 30, 1998 to approximately $70
million. An amendment to the Arizona Constitution requiring a 2/3 majority vote
in both houses of the Legislature to enact any tax or fee increase limits
Arizona's ability to raise additional revenue when needed, but Arizona has
placed some of its surplus revenues in a rainy-day fund to address this risk.

              The State of Arizona, as such, has no general obligation debt. The
Arizona Department of Transportation, the Arizona Board of Regents, the Arizona
Power Authority and the Water Infrastructure Authority of Arizona have each
issued revenue bonds. The State of Arizona has financed certain capital
improvements and equipment through certificates of participation, which
represent undivided interests in lease payments to be made by the state that are
subject to annual appropriations by the Arizona legislature.

              The Arizona Constitution limits the amount of debt that can be
issued by the state's counties, cities, towns, school districts and other
municipal corporations in the form of indebtedness payable from property taxes
or other general fund sources. In general, those political subdivisions may not
become indebted in an amount exceeding six percent of the value of the taxable
property in the political subdivision without the approval of a majority of the
qualified electors voting at an election. No county or school district may
become indebted in an amount exceeding 15% (30% for unified school districts) of
the value of taxable property, even with voter approval. Incorporated cities or
towns with voter approval may become indebted in an amount up to 20% of the
value of taxable property, for purposes of supplying water, light, sewers, open
space preserves, parks, playgrounds and recreational facilities. These
constitutional debt limits generally do not apply to revenue bonds payable from
a special fund revenue source.

              In July 1994, the Arizona Supreme Court ruled that Arizona's
system for financing public education created substantial disparities in
facilities among school districts and violated the provisions of the Arizona
Constitution which require the Legislature to establish and maintain "a general
and uniform public school system." After several attempts, each of which were
held unconstitutional by the Arizona Supreme Court, the Legislature enacted
legislation in July 1998, which establishes a centralized state school capital
finance system and, among other things, limits the ability of school districts
to issue bonds. This legislation should have no effect on the obligation or
ability of Arizona school districts to pay debt service on currently outstanding
bonds.

              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 June 30, 1999, Kentucky had an unemployment rate of 4.6%,
slightly more than the 4.5% national average. For calendar year 1998, Kentucky's
per capita income ranked 39th 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 $731,323,000 as of June 30, 1998, which was
$535,699,000 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.

              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



                                       43
<PAGE>   903


counsel for the issuer, is exempt from both federal income tax and Louisiana
personal income tax.

              Risk Factors Regarding Investments in Louisiana Municipal
Securities. The State of Louisiana continues to consolidate its economic and
financial gains after a period of difficulty. In the mid-1980's, abrupt declines
in the price of oil disrupted both the economy and financial operations of the
State. Recent years have generally produced operating surpluses and major
financial issues, such as Medicaid and risk management, have been addressed.
Louisiana has reduced its per capita debt to more moderate levels in recent
years. Available general fund revenue was $5,788 million in fiscal year
1997/1998 and 1999/2000 will be $5,814 million and $5,879 million, respectively.

              Louisiana's economy is resource based, led by oil and gas, but
agribusiness and tourism are also significant components. Growth in the service
employment sector is providing more diversity, but the State is still very
dependent on oil and gas for direct or indirect employment and income. The price
of oil is estimated at $17 per barrel in 1998 and $17.50 in 1999.

              Increases in personal income exceed the national rates during 1990
to 1994 on both a total and per capita basis, but these increases have slowed in
recent years. During the next two fiscal years, personal income in the state is
projected to increase by 4.5% and 4.3%, respectively. With regard to employment,
Louisiana's annual average employment growth rate was 2.3% during the 90's.
Employment is projected to increase by 1.4% and 1.3%, respectively, during the
next two fiscal years.

              MICHIGAN MUNICIPAL SECURITIES

              As used in the Prospectus and this Statement of Additional
Information, the term "Michigan Municipal Securities" refers to debt securities
which are issued by or on behalf of Michigan 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 Michigan income tax.

              Risk Factors Regarding Michigan Municipal Securities. The State of
Michigan's economy is principally dependent on manufacturing (particularly
automobiles, office equipment and other durable goods), tourism and agriculture,
and historically has been highly cyclical.

              Total State wage and salary employment is estimated to have grown
by 1.9% in 1998. The rate of unemployment is estimated to have been 3.8% in
1998, below the national average for the fifth consecutive year. Personal income
grew at an estimated 5.1% annual rate in 1998, up from the 4.6% growth reported
for 1997.

              During the past five years, improvements in the Michigan economy
have resulted in increased revenue collections which, together with restraints
on the expenditure side of the budget, have resulted in State General Fund
budget surpluses, most of which were transferred to the State's Counter-Cyclical
Budget and Economic Stabilization Fund. The balance of that Fund as of September
30, 1998 is estimated to have been in excess of $1.1 billion.

              The Michigan Constitution limits the amount of total State
revenues that can be raised from taxes and certain other sources. State revenues
(excluding federal aid and revenues for payment of principal and interest on
general obligation bonds) in any fiscal year are limited to a fixed percentage
of State personal income in the prior calendar year or the average of the prior
three calendar years, whichever is greater, and this fixed percentage equals the
percentage of the 1978-79 fiscal year state government revenues to total
calendar 1977 State personal income (which was 9.49%).

              The Michigan Constitution also provides that the proportion of
State spending paid to all units of local government to total State spending may
not be reduced below the proportion in effect in the 1978-79 fiscal year. The
State originally determined that portion to be 41.6%. If such spending does not
meet the required level in a given year, an additional appropriation for local
government




                                       44
<PAGE>   904


units is required by the following fiscal year; which means the year following
the determinations of the shortfall, according to an opinion issued by the
State's Attorney General. Spending for local units met this requirement for
fiscal years 1986-87 through 1991-92. As the result of litigation, the State
agreed to reclassify certain expenditures, beginning with fiscal year 1992-93,
and has recalculated the required percentage of spending paid to local
government units to be 48.97%.

              The Michigan Constitution limits State general obligation debt to
(i) short term debt for State operating purposes, (ii) short and long term debt
for the purpose of making loans to school districts, and (iii) long term debt
for voter-approved purposes.

              The State has issued and has outstanding general obligation full
faith and credit bonds for Water Resources, Environmental Protection Program,
Recreation Program and School Loan purposes. As of September 30, 1998, the State
had approximately $874 million of general obligation bonds outstanding.

              The State may issue notes or bonds without voter approval for the
purposes of making loans to school districts. The proceeds of such notes or
bonds are deposited in the School Bond Loan Fund maintained by the State
Treasurer and used to make loans to school districts for payment of debt on
qualified general obligation bonds issued by local school districts.

              The State is a party to various legal proceedings seeking damages
or injunctive or other relief. In addition to routine litigation, certain of
these proceedings could, if unfavorably resolved from the point of view of the
State, substantially affect State programs or finances. As of early 1999, these
lawsuits involved programs generally in the areas of corrections, tax
collection, commerce, and proceedings involving budgetary reductions to school
districts and governmental units, and court funding. Notable among these legal
proceedings are lawsuits brought by a number of school districts challenging the
constitutionality of certain State-mandated special education services without
corresponding funding.

              The State Constitution also limits the extent to which
municipalities or political subdivisions may levy taxes upon real and personal
property through a process that regulates assessments.

              On March 15, 1994, Michigan voters approved a property tax and
school finance reform measure commonly known as Proposal A. Under Proposal A, as
approved, effective May 1, 1994, the State sales and use tax increased from 4%
to 6%, the State income tax decreased from 4.6% to 4.4%, the cigarette tax
increased from $.25 to $.75 per pack and an additional tax of 16% of the
wholesale price began to be imposed on certain other tobacco products. A .75%
real estate transfer tax became effective January 1, 1995. Beginning in 1994, a
state property tax of 6 mills began to be imposed on all real and personal
property currently subject to the general property tax. All local school boards
are authorized, with voter approval, to levy up to the lesser of 18 mills or the
number of mills levied in 1993 for school operating purposes on nonhomestead
property and nonqualified agricultural property. Proposal A contains additional
provisions regarding the ability of local school districts to levy taxes, as
well as a limit on assessment increases for each parcel of property, beginning
in 1995. Such increases for each parcel of property are limited to the lesser of
5% or the rate of inflation. When property is subsequently sold, its assessed
value will revert to the current assessment level of 50% of true cash value.
Under Proposal A, much of the additional revenue generated by the new taxes will
be dedicated to the State School Aid Fund.

              Proposal A and its implementing legislation shifted significant
portions of the cost of local school operations from local school districts to
the State and raised additional State revenues to fund these additional State
expenses. These additional revenues will be included within the State's
constitutional revenue limitations and may impact the State's ability to raise
additional revenues in the future.

              A state economy during a recessionary cycle would also, as a
separate matter, adversely affect the capacity of users of facilities
constructed or acquired



                                       45
<PAGE>   905


through the proceeds of private activity bonds or other "revenue" securities to
make periodic payments for the use of those facilities.

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 obligors
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 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 authorities,
agencies, instrumentalities and political subdivisions and which produce
interest which, in the opinion of counsel for the issuer, is exempt from federal
income tax and is generally exempt from West Virginia income tax.

              Risk Factors Regarding Investments in West Virginia Municipal
Securities. Being invested primarily in West Virginia Municipal Securities, the
West Virginia


                                       46
<PAGE>   906




Municipal Bond Fund is subject to the risks of West Virginia's economy and of
the financial condition of its state and local governments and their agencies.

              West Virginia's economy is relatively stable. Coal mining,
chemicals and manufacturing make up an important part of that economy. The coal
industry, however, is under increased scrutiny which may affect the economic
feasibility of conducting mining operations in the future. State and local
governments continue to make concentrated efforts to encourage diversification
of the State's economy with some success. However, unemployment for the State
continues to exceed the national average.

              In recent years, the State and local government have had adequate
financial resources. But, with little or no population growth, unemployment
statewide remaining above the national average, the continuing decline in school
enrollment, and an aging population, the government and school boards continue
to struggle to produce sufficient revenues to fund operations to support public
education.

NEW FINANCIAL PRODUCTS

              New options and futures contracts and other financial products,
and various combinations options and futures contracts, 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.

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 One Group.

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.




                                       47
<PAGE>   907



REAL ESTATE INVESTMENT TRUSTS ("REITS")

              Certain of the Funds may invest in equity interests or debt
obligations issued by 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 has 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 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 investment 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.

REPURCHASE AGREEMENTS

              Under the terms of a repurchase agreement, a Fund would acquire
securities from a seller, 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.




                                       48
<PAGE>   908



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. Repurchase agreements are considered by the SEC to be loans
by a Fund under the 1940 Act.

              Repurchase Agreement Counterparties. For Funds other than the
International Funds, repurchase counterparties include Federal Reserve member
banks with assets in excess of $1 billion and registered broker dealers which
Banc One Investment Advisors or, in the case of the High Yield Bond Fund, the
High Yield Sub-Advisor deems creditworthy under guidelines approved by the Board
of Trustees. In the case of the International Funds, repurchase counterparties
include banks or foreign banks with total assets in excess of $1 billion or
broker-dealers which may or may not be registered, which Banc One Investment
Advisors, or in the case of the International Equity Index Fund, the
International Sub-Advisor, deems creditworthy under guidelines approved by the
Board of Trustees.

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
SEC to be borrowings by a Fund under the 1940 Act.

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 Investment 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 SEC Staff position set forth in the
adopting release for Rule 144A under the Securities Act of 1933 ("RULE 144A").
Rule 144A is a nonexclusive safe-harbor for certain secondary market
transactions involving securities subject to restrictions on resale under
federal securities laws. Rule 144A provides an exemption from registration for
resales of otherwise restricted securities to qualified institutional buyers.
Rule 144A was expected to further enhance the liquidity of the secondary market
for securities eligible for resale. 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 Investment Advisors to
consider the following criteria in determining the liquidity of certain
restricted securities:




                                       49
<PAGE>   909



              o the frequency of trades and quotes for the security;

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

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

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

              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:

              o The 4(2) paper must not be traded flat or in default as to
principal or interest;

              o The 4(2) paper must be rated in one of the two highest rating
categories by a least two NRSROs, or if only one NRSRO rates the security, by
that NRSRO, or if unrated, is determined by Banc One Investment Advisors or the
applicable Sub-Advisor to be of equivalent quality; and

              o Banc One Investment Advisors or the applicable Sub-Advisor 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

              o Banc One Investment Advisors or the applicable Sub-Advisor 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
One Group Mutual Funds, unless Banc One Investment Advisors or the applicable
Sub-Advisor 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

              o Banc One Investment Advisors or the applicable Sub-Advisor 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.

SECURITIES LENDING

              In order to generate additional income, each of the Funds, except
the Cash Management Money Market Funds, the U.S. Treasury Securities Money
Market Fund, the Municipal Money Market Fund, the Ohio Municipal Money Market
Fund, the Michigan Money Market Fund, the Treasury Prime Money Market Fund, the
U.S. Government Securities Money Market Fund, and the Funds of Funds, may lend
up to 33 1/3% 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, letters of credit or any combination of cash, such securities, shares, or
letters of credit 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 commercial paper,
repurchase agreements, variable and floating rate instruments, restricted
securities, asset-backed securities, and the other types of investments
permitted by the applicable Fund's prospectus. Collateral is marked to market
daily to provide a level of collateral at least equal to the market value of the
securities lent. There



                                       50
<PAGE>   910

may be risks of delay in recovery of the securities or even loss of rights in
the collateral should the borrower of the securities fail financially. However,
loans will only be made to borrowers deemed by Banc One Investment Advisors to
be of good standing under guidelines established by the Trust's Board of
Trustees and when, in the judgment of Banc One Investment 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.


SHORT-TERM FUNDING AGREEMENTS

              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 (10% of
the Money Market Fund's net assets) will be invested in short-term funding
agreements and other illiquid securities.

              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
Investment Advisors or the applicable Sub-Advisor, principal and/or interest
payments on the structured instrument may be substantially less than expected.
In addition, although structured instruments may be sold in the form of a
corporate debt obligation, they may not have some of the protection against
counterparty default that may be available with respect to publicly traded debt
securities (i.e., the existence of a trust indenture). 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."



                                       51
<PAGE>   911



              The Funds will invest only in structured securities that are
consistent with each Fund's investment objective, policies and restrictions and
Banc One Investment Advisors' or the applicable Sub-Advisor's outlook on market
conditions. In some cases, depending on the terms of the reference index, a
structured instrument may provide that the principal and/or interest payments
may be adjusted below zero; however, the Funds will not invest in structured
instruments if the terms of the structured instrument provide that the Funds may
be obligated to pay more than their initial investment in the structured
instrument, or to repay any interest or principal that has already been
collected or paid back.

              Structured instruments that are registered under the federal
securities laws may be treated as liquid. In addition, many structured
instruments may not be registered under the federal securities laws. In that
event, a Fund's ability to resell such a structured instrument may be more
limited than its ability to resell other Fund securities. The Funds will treat
such instruments as illiquid, and will limit their investments in such
instruments to no more than 15% of each Fund's net assets, when combined with
all other illiquid investments of each Fund.

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




                                       52
<PAGE>   912


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 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 Investment Advisors or
the applicable Sub-Advisor has determined that it would be prudent to close out
or offset the first swap contract.

              The Funds (other than the High Yield Bond Fund) will not enter
into any mortgage swap, interest rate swap, cap or floor transaction unless the
unsecured commercial paper, senior debt, or the claims paying ability of the
other party thereto is rated in one of the top two rating categories by at least
one NRSRO, or if unrated, determined by Banc One Investment 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 Investment Advisors or the applicable
Sub-Advisor 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 SEC 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 Investment
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.



                                       53
<PAGE>   913


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").

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"). The Funds may also invest in
Inflation Indexed Treasury
Obligations.



                                       54
<PAGE>   914



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 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. While the notes are not typically
rated by credit rating agencies, issuers of variable amount master demand notes
(which are normally manufacturing, retail, financial, brokerage, investment
banking 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 INSTRUMENTS. 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. Some of the Funds may
purchase EXTENDABLE COMMERCIAL NOTES. Extendable commercial notes are variable
rate notes which normally mature within a short period of time (e.g., 1 month)
but which may be extended by the issuer for a maximum maturity of thirteen
months.

              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. Floating rate instruments 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 Investment
Advisors or the applicable 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 Investment Advisors or the applicable
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. There may be no active secondary market with respect
to a particular variable or floating rate instrument purchased by a Fund. The
absence of such an active secondary market, 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
or other assets. 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.

              With respect to the Money Market Funds and the Institutional Money
Market Funds, 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.



                                       55
<PAGE>   915



              (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.

              LIMITATIONS ON THE USE OF VARIABLE AND FLOATING RATE NOTES.
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 Investment 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, please read "Ratings of Portfolios Securities". 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.

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.

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 Investment Advisors or the applicable
Sub-Advisor to present attractive investment opportunities. When-issued
securities are purchased for



                                       56
<PAGE>   916



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 Investment Advisors or the applicable Sub- Advisor
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. The Fund's net assets may fluctuate to a greater degree when
it sets aside portfolio securities to cover such purchase commitments than when
it sets aside cash. In addition, 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.

              Limitations on the Use of When Issued Securities and Forward
Commitments. 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 Investment 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 Investment Advisors or the applicable
Sub- Advisor deems it appropriate to do so.


RATING OF PORTFOLIO SECURITIES

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.



                                       57
<PAGE>   917


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.

D-2      Good certainty of timely payment. Liquidity facts and company
         fundamentals are sound. Although ongoing funding needs may enlarge
         total financing requirements, access to capital markets is good. Risk
         factors are small.

D-3      Satisfactory liquidity and other protection factors qualify issues as
         to investment grade. Risk factors are larger and subject to more
         variation. Nevertheless, timely payment is expected.

D-4      Speculative investment characteristics. Liquidity is not sufficient to
         insure against disruption in debt service. Operating factors and market
         access may be subject to a high degree of variation.

D-5      Issuer failed to meet scheduled principal and/interest payments.

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.

A-3      Exhibits adequate protection parameters. However, adverse economic
         conditions or changing circumstances are more likely to lead to a
         weakened capacity of the obligor to meet its financial commitment on
         the obligation.

B        Regarded as having significant speculative characteristics. The obligor
         currently has the capacity to meet its financial commitment on the
         obligation; however, it faces major ongoing uncertainties which could
         lead to the obligor's inadequate capacity to meet its financial
         commitment on the obligation.

C        Currently vulnerable to nonpayment and is dependent upon favorable
         business, financial, and economic conditions for the obligor to meet
         its financial commitment on the obligation.

D        In payment default. The D rating category is used when payments on an
         obligation are not made on the date due even if the applicable grace
         period has not expired, unless Standard & Poor's believes that such
         payments will be made during such grace period. The D rating also will
         be used upon the filing of a bankruptcy petition or the taking of a
         similar action if payments on an obligation are jeopardized.

Fitch's IBCA ,Inc. ("Fitch")

F1       Highest capacity for timely repayment. Those issues rated A1+ possess a
         particularly strong credit feature.



                                       58
<PAGE>   918

F2       Satisfactory capacity for timely repayment although such capacity may
         be susceptible to adverse changes in business, economic or financial
         conditions.

F3       Adequate capacity for timely repayment, but more susceptible to adverse
         changes business, economic or financial conditions than for obligations
         in higher categories.

B        Capacity for timely repayment is susceptible to adverse changes in
         business, economic or financial conditions.

C        High risk of default or which are currently in default.

Moody's Investors Service ("Moody's")

Prime-1  Superior ability for repayment.

Prime-2  Strong ability for repayment.

Prime-3  Acceptable ability for repayment. The effect of industry
         characteristics and market compositions may be more pronounced.
         Variability in earnings and profitability may result in changes in the
         level of debt protection measurements and may require relatively high
         financial leverage. Adequate alternate liquidity is maintained.

Not Prime Does not fall within any of the Prime rating categories.

                           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.

D        These banks possess adequate financial strength, but may be limited by
         one or more of the following factors: a vulnerable or developing
         business franchise; weak financial fundamentals; or an unstable
         operating environment.

E        These banks possess very weak intrinsic financial strength, require
         periodic outside support or suggest an eventual need for outside
         assistance. Such institutions may be limited by one or more of the
         following factors: a business franchise of questionable value;
         financial fundamentals that are seriously deficient in one or more
         respects; or a highly unstable operating environment.


                                       59
<PAGE>   919

                       DESCRIPTION OF TAXABLE BOND RATINGS

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.

BBB      Exhibits adequate protection parameters. However, adverse economic
         conditions or changing circumstances are more likely to lead to a
         weakened capacity of the obligor to meet its financial commitment on
         the obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB       Less vulnerable to nonpayment than other speculative issues. However,
         such issues face major ongoing uncertainties or exposure to adverse
         business, financial, or economic conditions which could lead to the
         obligor's inadequate capacity to meet its financial commitment on the
         obligation.

B        More vulnerable to nonpayment than obligations rated BB, but the
         obligor currently has the capacity to meet its financial commitment on
         the obligation. Adverse business, financial, or economic conditions
         will likely impair the obligor's capacity or willingness to meet its
         financial commitment on the obligation.

CCC      Currently vulnerable to nonpayment, and dependent upon favorable
         business, financial, and economic conditions for the obligor to meet
         its financial commitment on the obligation. In the event of adverse
         business, financial, or economic conditions, the obligor is not likely
         to have the capacity to meet its financial commitment on the
         obligation.

CC       Currently highly vulnerable to nonpayment.

C        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        In payment default. Used when payments on an obligation are not made on
         the date due even if the applicable grace period has not expired,
         unless Standard & Poor's believes that such payments will be made
         during such grace period. Also used upon the filing of a bankruptcy
         petition or the taking of a similar action if payments on an obligation
         are jeopardized.


                                       60
<PAGE>   920


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. C is the lowest rating.

Fitch

Investment Grade

AAA      Highest rating category. The obligor's capacity for timely repayment of
         principal and interest is extremely strong.

AA       The obligor's capacity for timely repayment is very strong.

A        Bonds and preferred stock considered to be investment grade and of high
         credit quality. The obligor's ability for timely repayment is strong.
         However, adverse changes in business, economic, or financial conditions
         are more likely to affect the capacity for timely repayment than
         obligations in higher rated categories.

BBB      The obligor's capacity for timely repayment of principal and interest
         is adequate. However, adverse changes in business, economic or
         financial conditions and circumstances, are more likely to affect the
         capacity for timely repayment than for obligations in higher rated
         categories.



Non-Investment Grade



BB       Obligations for which capacity for timely repayment of principal and
         interest is uncertain. These obligations are speculative to some degree
         and capacity for repayment remains susceptible over time to adverse
         changes in business, financial or economic conditions.



                                       61
<PAGE>   921



B        The Obligor's capacity for timely repayment of principal and interest
         is uncertain. Timely repayment of principal and interest is not
         sufficiently protected against adverse changes in business, economic or
         financial conditions and these obligations are far more speculative
         than those in higher rated categories.

CCC      Obligations for which there is a current perceived possibility of
         default. Timely repayment of principal and interest is dependent on
         favorable business, economic, or financial conditions and these
         obligations are far more speculative than those in higher rated
         categories.

CC       Obligations which are highly speculative or which have a high risk of
         default.

C        Obligations which are currently in default.

                        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.

Baa      Insurance companies rated in this category offer adequate financial
         security. However, certain protective elements may be lacking or may be
         characteristically unreliable over any great length of time.

Ba       Insurance companies rated in this category offer questionable financial
         security. Often the ability of these companies to meet policyholder
         obligations may be very moderate and thereby not well safeguarded in
         the future.

B        Insurance companies rated in this company offer poor financial
         security. Assurance of punctual payment of policyholder obligations
         over any long period of time is small.

Caa      Insurance companies rated in this category offer very poor financial
         security.

They may be in default on their policyholder obligations or there may be present
elements of danger with respect to punctual payment of policyholder obligations
and claims.

Ca       Insurance companies rated in this category offer extremely poor
         financial security. Such companies are often in default on their
         policyholder obligations or have other marked shortcomings.

C        Insurance companies rated in this category are the lowest rated class
         of insurance company and can be regarded as having extremely poor
         prospects of ever offering financial security.


                                       62
<PAGE>   922

S & P

An insurer rated 'BBB' or higher is regarded as having financial security
characteristics that outweigh any vulnerabilities, and is highly likely to have
the ability to meet financial commitments.

AAA      EXTREMELY STRONG financial security characteristics. 'AAA' is the
         highest Insurer Financial Strength Rating assigned by Standard &
         Poor's.

AA       VERY STRONG financial security characteristics, differing only slightly
         from those rated higher.

A        STRONG financial security characteristics, but Is somewhat more likely
         to be affected by adverse business conditions than are insurers with
         higher ratings.

BBB      GOOD financial security characteristics, but is more likely to be
         affected by adverse business conditions than are higher rated insurers.

An insurer rated 'BB' or lower is regarded as having vulnerable characteristics
that may outweigh its strength. 'BB' indicates the least degree of vulnerability
within the range; 'CC' the highest.

BB       MARGINAL financial security characteristics. Positive attributes exist,
         but adverse business conditions could lead to insufficient ability to
         meet financial commitments.

B        WEAK financial security characteristics. Adverse business conditions
         will likely impair its ability to meet financial commitments.

CCC      VERY WEAK financial security characteristics, and is dependent on
         favorable business conditions to meet financial commitments.

CC       EXTREMELY WEAK financial security characteristics and is likely not to
         meet some of its financial commitments.

R        An insurer rated 'R' has experienced a REGULATORY ACTION regarding
         solvency. The rating does not apply to insurers subject only to
         nonfinancial actions such as market conduct violations.

NR       NOT RATED, which implies no opinion about the insurer's financial
         security.

Plus (+) or minus (-)
Following ratings from 'AA' to 'CCC' show relative standing within the major
rating categories.


                      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 are of high quality.
                Margins of protection are ample although not so large as in the
                preceding group.


                                       63
<PAGE>   923



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.


MIG4 & VMIG4    This denotes adequate quality protection commonly regarded as
                required of an investment security is present and although not
                distinctly or predominantly speculative, there is a specific
                risk.

SG              This denotes speculative quality. Our instruments in this
                category each margins of protection.



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.


                                       64
<PAGE>   924


                     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.

ba       Considered to have speculative elements and its future cannot be
         considered well assured. Earnings and asset protection may be very
         moderate and not well safeguarded during adverse periods. Uncertainty
         of position characterizes preferred stocks in this class.

b        Lacks the characteristics of a desirable investment. Assurance of
         dividend payments and maintenance of other terms of the issue over any
         long period of time may be small.

caa      Likely to be in arrears on dividend payments. This rating designation
         does not purport to indicate the future status of payments.

ca       Speculative in a high degree and is likely to be in arrears on
         dividends with little likelihood of eventual payments.

c        Lowest rated class of preferred or preference stock. Issues so rated
         can thus be regarded as having extremely poor prospects of ever
         attaining any real investment standing.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each rating
classification; the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.



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.



                                       65
<PAGE>   925


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.


BB,
B,
CCC      Regarded, on balance, as predominantly speculative with respect to the
         issuer's capacity to pay preferred stock obligations. BB indicates the
         lowest degree of speculation and CCC the highest. While such issues
         will likely have some quality and protective characteristics, these are
         outweighed by large uncertainties or major risk exposures to adverse
         conditions.


CC       In arrears on dividends or sinking fund payments, but that is currently
         paying.

C        Nonpaying issue.

D        Nonpaying issue with the issuer in default on debt instruments.

N.R.     No rating has been requested, insufficient information on which to base
         a rating, or Standard & Poor's does not rate a particular type of
         obligation as a matter of policy.

Plus (+) or minus (-)

To provide more detailed indications of preferred stock quality, ratings from AA
to CCC may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") ratings apply only to the unsecured commercial
paper and other senior short-term and deposit obligations of entities to which
the ratings have been assigned. 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.



                      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.




                                       66
<PAGE>   926


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 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.
<PAGE>   927
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.


                                       68


<PAGE>   928
                             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.


                                       69

<PAGE>   929


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 One Group
Equity Index Fund, no more than 10% of the Fund's 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: (i) 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; (ii) with
respect to the Real Estate Fund, this limitation does not apply to investments
in the real estate industry; and (iii) with respect to the Technology Fund, this
limitation does not apply to the technology sector. 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



                                       70

<PAGE>   930

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.

              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 One Group funds, 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 and the Institutional Prime Money
Market Fund may not:

              1. Purchase securities of any issuer (except securities issued or
guaranteed by the United States, its agencies or instrumentalities, and, if
consistent with the Fund's investment objective and policies, repurchase
agreements involving such securities) if as a result more than 5% of the total
assets of 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 and the Michigan 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 and the
Michigan 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 and the Institutional Prime Money Market
Fund, (i) this limitation


                                       71


<PAGE>   931

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) this limitation does not apply to securities
issued by companies in the financial services industry; (iii) 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 (iv) 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
Institutional Prime Money Market Fund, the Ohio Municipal Money Market Fund, the
Michigan 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, the Institutional 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 (except the
Institutional Prime Money Market Fund):

              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 (except the
Institutional Prime Money Market Fund) 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
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.


                                       72

<PAGE>   932

              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 Tax-Free Bond Fund, the Short-Term Municipal Bond Fund, the
Arizona Municipal Bond Fund, the West Virginia Municipal Bond, the Louisiana
Municipal Bond Fund, the Ohio Municipal Bond Fund, the Kentucky Municipal Bond
Fund, and the Michigan Municipal 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, Louisiana Municipal Securities, and Michigan
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).



                                       73
<PAGE>   933
              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 or sell securities short 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 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 and Diversified International Fund may purchase
or sell foreign currency futures contracts and foreign currency forward
contracts, 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 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 (except for the Cash
Management 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.



                                       74
<PAGE>   934
              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 or an Institutional Money Market Fund). An illiquid security
is a security which cannot be disposed of promptly (within seven days) and in
the usual course of business without a loss, and includes repurchase agreements
maturing in excess of seven days, time deposits with a withdrawal penalty,
non-negotiable instruments and instruments for which no market exists. (This
restriction is fundamental with respect to the Ohio Municipal Money Market
Fund.)

              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. Banc One Investment Advisors or the applicable Sub-Advisor shall
report to the Board of Trustees promptly if any of a Fund's investments are no
longer determined to be liquid or if the market value of Fund assets has changed
if such determination or change causes a Fund to hold more than 15% (10% in the
case of a Fund that is a Money Market Fund or an Institutional Money Market
Fund) 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
Trust, unless Banc One Investment Advisors or the applicable Sub- Advisor 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% (or 10% in the
case of a Fund that is a Money Market Fund) of its net assets.

              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.

TEMPORARY DEFENSIVE POSITIONS.


To respond to unusual market conditions, the Funds may invest their assets in
cash or CASH EQUIVALENTS (see below) for temporary defensive purposes. These
investments may result in a lower yield than lower-quality or longer term
investments and may prevent the Funds from meeting their investment objectives.
The percentage of assets that a Fund may invest in cash or cash equivalents is
described in the applicable Fund's prospectus.


                                       75
<PAGE>   935

Cash Equivalents are highly liquid, high quality instruments with maturities of
three months or less on the date they are purchased. They include securities
issued by the U.S. Government, its agencies and instrumentalities, repurchase
agreements (other than equity repurchase agreements), certificates of deposit,
bankers' acceptances, commercial paper (rated in one of the two highest rating
categories), variable rate master demand notes, and bank money market deposit
accounts.

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 all of the Money Market Funds were zero for the period from the
commencement of their respective operations to June 30, 1999 and are expected
to remain zero.

                                       76
<PAGE>   936


The portfolio turnover rates of the Funds for the fiscal years ended June 30,
1999 and 1998 were as follows:

                    ONE GROUP MUTUAL FUNDS PORTFOLIO TURNOVER


<TABLE>
<CAPTION>
                                                                            FISCAL YEAR ENDED
                                                                                 JUNE 30,
                                                                                 --------
FUND                                                                        1998         1999
- ----                                                                        ----         ----
<S>                                                                        <C>          <C>
Equity Income...............................................................14.64%       16.22%
Mid Cap Value..............................................................106.41%      115.65%
Mid Cap Growth.............................................................158.43%      141.46%
Equity Index.................................................................4.32%        5.37%
Large Cap Value.............................................................47.35%       40.69%
Balanced....................................................................46.04%       85.81%
International Equity Index...................................................9.90%       33.99%
Large Cap Growth...........................................................117.34%       86.34%
Short-Term Bond.............................................................56.99%       37.22%
Intermediate Tax-Free Bond.................................................109.03%      108.41%
Municipal Income............................................................69.76%       55.03%
Ohio Municipal Bond.........................................................10.49%       13.69%
Government Bond.............................................................91.49%       80.86%
Ultra Short-Term Bond.......................................................41.15%       38.70%
Kentucky Municipal Bond......................................................5.81%        6.30%
Arizona Municipal Bond......................................................20.89%       16.29%
W. Virginia Municipal Bond..................................................16.69%       15.24%
Louisiana Municipal Bond....................................................12.03%       19.67%
Diversified Equity..........................................................62.37%       50.82%
Small Cap Growth............................................................83.77%      127.83%
Investor Growth..............................................................4.05%       14.62%
Investor Growth & Income....................................................11.38%       17.87%
Investor Conservative Growth.................................................3.22%        9.73%
Investor Balanced............................................................9.71%       13.51%
High Yield Bond................................................................NA*       28.02%
Treasury & Agency...........................................................41.60%       76.73%
Small Cap Value Fund.........................................................NA**        50.90%##
Diversified Mid Cap..........................................................NA**        23.53%##
Diversified International....................................................NA**         2.96%##
Market Expansion Index.......................................................NA**        36.50%##
Bond ........................................................................NA**        10.89%##
Income Bond..................................................................NA**        20.55%##
Intermediate Bond............................................................NA**         9.24%##
Short-Term Municipal Bond....................................................NA**        74.84%##
Tax-Free Bond................................................................NA**        37.90%##
Michigan Municipal Bond......................................................NA**        10.60%##
Technology Fund..............................................................NA*            NA#
Real Estate Fund.............................................................NA*            NA#
</TABLE>


*        As of June 30, 1998, the Fund had not commenced operations.


**       Prior to March 1999, the Predecessor Fund had a fiscal year end of
         December 31st. See the table on the next page for information on
         portfolio turnover for the fiscal years ending December 31, 1998 and
         1999.


#        As of June 30, 1999, the Fund had not commenced operations

##       In March, 1999, the Predecessor Fund changed its fiscal year end from
         December 31st to June 30th. The Portfolio Turnover Rate is for the
         period beginning January 1, 1999 and ending June 30, 1999.



                                       77
<PAGE>   937


              Some of the Funds listed above had portfolio turnover rates in
excess of 100%. This means that these Funds sold and replaced over 100% of their
investments. The high portfolio turnover rates for these Funds resulted from
various factors, including some or all of the following: investment strategies,
unusually high market volatility and significant growth of the Funds. Higher
portfolio turnover rates will likely result in higher transaction costs to the
Funds and may result in additional tax consequences to Shareholders. To the
extent portfolio turnover results in short-term capital gains, such gains will
generally be taxed at ordinary income tax rates. 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. Portfolio turnover will
not be a limiting factor in making portfolio decisions.

              Prior to the consolidation with the One Group Mutual Funds, the
fiscal year end for the Predecessor Funds was December 31st. The portfolio
turnover rates of these Funds for the fiscal years ended December 31, 1998
and 1997 were as follows:

<TABLE>
<CAPTION>
                                                                                FISCAL YEAR ENDED
                                                                                   DECEMBER 31,
                                                                                   ------------
FUND                                                                           1998            1997
- ----                                                                           ----            ----
<S>                                                                           <C>                <C>
Small Cap Value Fund........................................................   42.39%         58.29%
Diversified Mid Cap.........................................................   26.89%         37.54%
Diversified International...................................................    8.50%          3.56%
Market Expansion Index......................................................   20.18%*        NA**
Bond .......................................................................   34.69%         17.60%
Income Bond.................................................................   41.69%         38.70%
Intermediate Bond...........................................................   50.32%         31.66%
Short-Term Municipal Bond...................................................   32.23%***      NA**
Tax-Free Bond...............................................................   22.05%         32.08%
Michigan Municipal Bond.....................................................   23.33%         37.84%
</TABLE>

*        Portfolio turnover rate for the period July 31, 1998 through December
         31, 1998.

**       As of December 31, 1997, the Fund had not commenced operations.

***      Portfolio turnover rate for the period May 4, 1998 through December 31,
         1998. Not annualized.


ADDITIONAL TAX INFORMATION CONCERNING ALL FUNDS

              Each Fund is treated as a separate entity for federal income tax
purposes and is not combined with One Group's other funds. Each Fund intends 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"). If the Funds so qualify, they will pay no federal income tax on the
earnings they distribute to shareholders and they will eliminate or reduce to a
nominal amount the federal income taxes to which they may be subject.

              In order to qualify as a regulated investment company, each Fund
must, among other things, (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities, or foreign currencies
(to the extent such currency gains are directly related to a Fund's principal
business of investing in stock or securities, or options or futures with respect
to stock or securities) 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 its taxable year (i) at least 50% of the market value of
the Fund's assets is represented by cash or cash items (including receivables),
U.S. government securities, securities of other regulated investment companies,
and other



                                       78
<PAGE>   938
 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 U.S. 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 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 income
distributed to Shareholders, provided the Fund distributes during its taxable
year at least 90% of the sum of (a) 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) its net tax-exempt
interest. 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, in order to requalify for taxation as a regulated
investment company, the Fund could be required to recognize unrealized gains,
pay substantial taxes and interest and make certain distributions.

              Generally, regulated investment companies that do not distribute
in each calendar year an amount at least equal to the sum of (i) 98% of their
"ordinary income" (as defined) for the calendar year, (ii) 98% of their capital
gain net income (as defined) for the one-year period ending on October 31 of
such calendar year, and (iii) any undistributed amounts from the previous year,
are subject to a non-deductible excise tax equal to 4% of the undistributed
amounts. For purposes of the excise tax, a Fund is treated as having distributed
any amount on which it is subject to income tax for any taxable year ending in
such calendar year. Each Fund of the Trust intends to make sufficient
distributions to avoid liability for the excise tax.

              Shareholders of the Funds will generally 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 (i.e., the excess, if any,
of net long-term capital gains over net short-term capital losses) 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 (generally
taxed at a 20% tax rate for non-corporate Shareholders) 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. Dividends and distributions
on a Fund's shares are generally subject to federal income tax as described
herein to the extent they do not exceed the Fund's realized income and gains,
even though such dividends and distributions may economically represent a return
of a particular shareholder's investment. Such distributions are likely to occur
in respect of shares purchased at a time when the Fund's net asset value
reflects gains that are either unrealized, or realized but not distributed.

              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 (generally taxed at a 20% tax rate for non-corporate
shareholders), and otherwise as short-term capital gain or loss. However, if
a Shareholder sells shares at a loss within six months of purchase, any loss
will be disallowed for Federal income tax purposes to the extent of any
exempt-interest dividends received on such shares In addition, any loss (not
already disallowed as provided in the preceding sentence) realized upon a
taxable disposition of shares held for six months or less



                                       79
<PAGE>   939

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 (including mark-to-market,
constructive sale, straddle, wash sale and short sale 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 long-term
capital gains into short-term capital gains, 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 including the
Funds of Funds. 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 Investment 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 to report
properly 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 Internal Revenue Service recently revised its regulations
affecting the application to foreign investors of the back-up withholding and
withholding tax rules described above. The new regulations will generally be
effective for payments made after December 31, 2000. In some circumstances, the
new rules will increase the certification and filing requirements imposed on
foreign investors in order to qualify for exemption from the 31% back-up
withholding tax and for reduced withholding tax rates under income tax treaties.
Foreign investors in a Fund should consult their tax advisors with respect to
the potential application of these new regulations.

              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 Funds 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.



                                       80
<PAGE>   940

              The foregoing discussion and the discussion below regarding the
Tax-Advantaged Funds, the International Funds and the Funds of Funds are based
on tax laws and regulations which are in effect on the date of this Statement of
Additional Information; such laws and regulations may be changed by legislative,
judicial or administrative action, and such changes may be retroactive.

ADDITIONAL TAX INFORMATION CONCERNING THE TAX-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) of the Code 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.



                                       81
<PAGE>   941

              Each Tax-Advantaged Fund may acquire rights regarding specified
portfolio securities under puts. See "Futures and Options Trading." 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.

              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.

              Michigan Taxes. Distributions received from the Michigan Municipal
Bond Fund are exempt from Michigan personal income tax to the extent they are
derived from interest on tax-exempt securities, under the current position
of the Michigan Department of Treasury. Such distributions, if received in
connection with a shareholder's business activity, may, however, be subject
to Michigan single business tax. For Michigan personal income tax and single
business tax purposes, Fund distributions attributable to any source other than
interest on tax-exempt securities will be fully taxable. Fund distributions may
be subject to the uniform city income tax imposed by certain Michigan cities.

              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.



                                       82
<PAGE>   942

              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 state
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 FUNDS

              Transactions of the International Funds 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 (under
regulations to be issued) 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 Funds 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 Shareholders of the International Funds. If the
International Funds elect to treat a passive foreign investment company as a
"qualified electing fund," different rules would apply, although the
International Funds do not expect to make such an election. Rather, the Funds
intend 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.

              The qualified electing fund and mark-to-market elections may have
the effect of accelerating the recognition of income (without the receipt of
cash) and increase the amount required to be distributed for the Fund to avoid
taxation. Making either of these elections therefore may require a Fund to
liquidate other investments (including when it is not advantageous to do so) to
meet its distribution requirement, which also may accelerate the recognition of
gain and affect a Fund's total return.

FOREIGN TAX CREDIT

              If more than 50% of an International 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 to his or her total foreign
source taxable income. For this purpose, the source of the income to an
International 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 the 90-day period beginning 45 days before the
ex-dividend date. This


                                       83
<PAGE>   943

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 Funds 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 up to 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.

ADDITIONAL TAX INFORMATION CONCERNING THE FUNDS OF FUNDS

              A Fund of Funds will not be able to offset gains realized by one
Fund in which such Fund of Funds invests against losses realized by another Fund
in which such Fund of Funds invests. The use of a fund-of-funds structure could
therefore affect the amount, timing and character of distributions to
shareholders.

              Depending on a Fund of Fund's percentage ownership in an
underlying Fund, both before and after a redemption, a redemption of shares of
an underlying Fund by a Fund of Funds may cause the Fund of Funds to be treated
as not receiving capital gain income on the amount by which the distribution
exceeds the tax basis of the Fund of Funds in the shares of the underlying Fund,
but instead to be treated as receiving a dividend taxable as ordinary income on
the full amount of the distribution. This could cause shareholders of the Fund
of Funds to recognize higher amounts of ordinary income than if the shareholders
had held the shares of the underlying Funds directly.

              Although each Fund of Funds may itself be entitled to a deduction
for foreign taxes paid by a Fund in which such Fund of Funds invests (see
"Additional Tax Information Concerning the International Funds"), the Fund of
Funds will not be able to pass any such credit or deduction through to its own
shareholders.

              The foregoing is only a general description of the federal tax
consequences of a fund-of-funds structure. Accordingly, prospective purchasers
of Shares of a Fund of Funds 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.



                                       84
<PAGE>   944
                                   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 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, securities of the
International Funds, the principal market for which is a securities exchange,
are valued at the last available sale price, or in the case of U.K. securities,
where depending on which principal market the security trades, the quoted value
will be the last available sale price or the latest mid-market price.
Additionally, securities which trade in Germany, but are not on the national
electronic exchange, receive a Kassa price, which is a mid-day broker quote.

              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 Funds and the High Yield Bond Fund are determined
by Banc One Investment Advisors or the applicable 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.



                                       85
<PAGE>   945


              The value of a foreign security is determined in its national
currency as of the close of trading on its principal market, which value is then
converted into its U.S. dollar equivalent using the mean of the latest foreign
exchange bid and ask price at the time of the close of the London Stock
Exchange. 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 Banc One Investment Advisors 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 Class I,
Class A, Class B, Class C, Class S 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 Class I, Class A, Class B, Class C, Class S 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 Class I, Class A, Class B,
Class C, Class S 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, Class S and Service Class Shares.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

              All of the classes of Shares in each Fund (other than Class S and
Service Class shares) 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.

              Class I Shares in a Fund may be purchased, through procedures
established by the Distributor, by institutional investors, including affiliates
of Bank One Corporation and any organization authorized to act in a fiduciary,
advisory, custodial or agency capacities. Class I Shares are not available to
Individual Retirement Accounts.

              Class A, Class B and Class C Shares may be purchased by any
investor that does not meet the purchase eligibility criteria, described above,
with respect to Class I Shares. 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.

              Class S Shares may be purchased by broker-dealers, other financial
intermediaries, banks and other depository institutions on behalf of clients
requiring additional services, such as reports and other information related to
maintenance of shareholders accounts.

              Service Class Shares are available only in the 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).



                                       86
<PAGE>   946

EXCHANGES.

              The exchange privileges described herein 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. For Federal income tax purposes, an exchange
is treated as a sale of shares and generally results in a capital gain or loss.

              Class I. Class I Shareholders of a Fund may exchange their Shares
for Class A Shares of the same Fund or for Class A Shares or Class I Shares of
another Fund of the Trust. Class A Shareholders may exchange their Shares for
Class I Shares of a Fund or for Class I or Class A Shares of another Fund or the
Trust, if the Shareholder is eligible to purchase such Shares.

              Class A 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 Class I 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 Class I Shares) purchases Class A
Shares of a Fund, the Shareholder will be subject to Distribution and
Shareholder Services Plan Fees.

              Class B Shares. 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 Shares. 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 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.

              Class S. Shares. Class S Shares may not exchange their Class S
Shares for shares of any other class, nor may shares of any other class be
exchanged for Class S Shares.

              Institutional Money Market Funds. Shares of the Institutional
Money Market Funds may be purchased by commercial and retail institutional
investors, including affiliates of Bank 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.


                                       87
<PAGE>   947

REDEMPTIONS

              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 SEC has by order permitted such suspension, or

              (d)    an emergency exists as determined by the SEC.



                                       88
<PAGE>   948
                             MANAGEMENT OF THE TRUST


TRUSTEES & OFFICERS

              Overall responsibility for management of the Trust rests with the
Board of Trustees of the Trust who were elected by the Shareholders of the
Trust. 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 Trust. There are currently eight Trustees,
all of whom, except John F. Finn, are not "interested persons" of the Trust
within the meaning of that term under the 1940 Act. The Trustees of the Trust,
their addresses, their ages, and principal occupations during the past five
years are set forth below.


<TABLE>
<CAPTION>
                                              POSITION HELD               PRINCIPAL OCCUPATION
NAME AND ADDRESS                      AGE     WITH THE TRUST              DURING THE PAST FIVE YEARS
- ----------------                      ---     --------------              --------------------------
<S>                                   <C>     <C>                         <C>
Peter C. Marshall                      56         Trustee                 From November, 1993 to present,
DCI Marketing, Inc.                                                       President, DCI Marketing, Inc.
2727 W. Good Hope Road
Milwaukee, WI 53209

Charles I. Post                        71         Trustee                 From July, 1986 to present, self
7615 4th Avenue West                                                      employed as a consultant.
Bradenton, FL 34209

Frederick W. Ruebeck                   60         Trustee                 From June, 1988 to present,
Eli Lilly & Company                                                       Director of Investments, Eli
Lilly Corporate Center                                                    Lilly and Company.
307 East McCarty
Indianapolis, IN 46258

Robert A. Oden, Jr.                    53         Trustee                 From 1995 to present, President,
Office of the President                                                   Kenyon College; from 1989 to 1995,
Ransom Hall                                                               Headmaster, The Hotchkiss School.
Kenyon College
Gambier, OH 43022

*John F. Finn                          51         Trustee                 Since 1975, President of Gardner,
President                                                                 Inc. (wholesale distributor to the
Gardner, Inc.                                                             outdoor power equipment industry).
1150 Chesapeake Avenue
Columbus, Ohio 43212

Marilyn McCoy                          51         Trustee                 Vice President of Administration
Northwestern University                                                   and Planning, Northwestern
Office of the Vice President                                              University (1985 to present).
Administration Planning                                                   Trustee of Pegasus Funds since
633 Clark St. Crown 2-112                                                 1996.
Evanston, IL 60208

Julius L. Pallone                      69         Trustee                 President, J.L. Pallone Associates
J.L. Pallone Associates                                                   (1994 to present) Trustee of
3000 Town Center                                                          Pegasus Funds since 1987.
Suite 732
Southfield, MI 48075

Donald L. Tuttle                       65         Trustee                 Vice President (1995 to present)
Association of Management                                                 and Senior Vice President (1992 to
and Research                                                              1995), Association for Investment
PO Box 3668                                                               Management and Research, Trustee
560 Ray C. Hunt Drive                                                     of Pegasus Funds since 1993.
Charlottesville, VA 22903
</TABLE>


                                       89
<PAGE>   949
*        John F. Finn is an "interested person" as that term is defined in the
         Investment Company Act of 1940.

              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 total compensation to
the Trustees from the Trust for the Trust's fiscal year ended June 30, 1999.

                                       90
<PAGE>   950

                              COMPENSATION TABLE(1)


<TABLE>
<CAPTION>
                                                       PENSION OR
                                   AGGREGATE       RETIREMENT BENEFITS      ESTIMATED ANNUAL     TOTAL COMPENSATION
NAME OF PERSON,                  COMPENSATION      ACCRUED AS PART OF         BENEFITS UPON         FROM THE FUND
POSITION                        FROM THE TRUST      TRUST EXPENSES(2)          RETIREMENT            COMPLEX(3)
- --------                        --------------      -----------------          ----------            ----------
<S>                              <C>                 <C>                     <C>                     <C>
Peter C. Marshall,                 $49,750                   N/A                     N/A               $52,750
Chairman

Charles I. Post,                   $45,500                   N/A                     N/A               $48,500
Trustee

Frederick W. Ruebeck,              $46,750(4)                N/A                     N/A               $49,750
Trustee

Robert A. Oden, Jr.,               $46,750                   N/A                     N/A               $49,750
Trustee

John F. Finn,                      $46,750(4)                N/A                     N/A               $49,750
Trustee

Marilyn McCoy                      $11,250(5)                N/A                     N/A               $12,000
Trustee

Julius L. Pallone                  $11,250(5)                N/A                     N/A               $12,000
Trustee

Donald L. Tuttle                   $11,250(6)                N/A                     N/A               $12,000
Trustee
</TABLE>



(1)      Figures are for the Trust's fiscal year ended June 30, 1999.

(2)      The Trustees may defer all or a part of their compensation payable by
         the Trust pursuant to the Deferred Compensation Plan (the "PLAN").
         Under the Plan, the Trustees may specify Class I shares of one or more
         Funds of the Trust that will be used to measure the performance of a
         Trustee's deferred compensation account. A Trustee's deferred
         compensation account will be paid at such times as elected by the
         Trustee subject to certain mandatory payment provisions in the Plan
         (e.g., death of a Trustee.)

(3)      "Fund Complex" comprises the funds of One Group Mutual Funds and the
         portfolios of One Group(R) Investment Trust that were operational as of
         June 30, 1999.

(4)      Includes $35,000 of deferred compensation.

(5)      Includes $11,250 of deferred compensation.

(6)      Includes $5,625 of deferred compensation.



                                       91
<PAGE>   951
              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, their ages, and principal occupations during the past five
years are shown below.


<TABLE>
<CAPTION>
                                               POSITION(S) HELD                     PRINCIPAL OCCUPATION
NAME AND ADDRESS                      AGE        WITH THE TRUST                     DURING PAST 5 YEARS
- ----------------                      ---        --------------                     -------------------
<S>                                   <C>      <C>                                  <C>
Mark S. Redman                         45      President, Treasurer                 From November, 1997 to
The One Group Services                         and Assistant Secretary              present, President, The One
Company                                                                             Group Services Company;
3435 Stelzer Road                                                                   From June, 1995 to
Columbus, Ohio 43219                                                                November, 1997, Officer,
                                                                                    The One Group Services
                                                                                    Company; From February,
                                                                                    1989 to present, employee
                                                                                    of BISYS Fund Services,
                                                                                    Inc. (FKA Winsbury Company)

James T. Gillespie                     32      Vice President                       From September, 1998 to
BISYS Fund Services,                                                                present, employee, The One
Inc.                                                                                Group Services Company;
3435 Stelzer Road                                                                   From February, 1992 to
Columbus, Ohio 43219                                                                September, 1998, employee,
                                                                                    BISYS Fund Services, Inc.

Bryan C. Haft                          34      Vice President                       From January, 1999 to
BISYS Fund Services,                                                                present, employee, The One
Inc.                                                                                Group Services Company;
3435 Stelzer Road                                                                   From November, 1992 to
Columbus, Ohio 43219                                                                January, 1999, employee,
                                                                                    BISYS Fund Services, Inc.


Charles L. Booth                       39      Secretary                            From February, 1998, to
BISYS Fund Services,                                                                present, Chief Compliance
Inc.                                                                                Officer and Vice President
3435 Stelzer Road                                                                   Fund Compliance
Columbus, Ohio 43219                                                                BISYS Fund Services, Inc.;
                                                                                    From April, 1988, to
                                                                                    February, 1998, employee,
                                                                                    BISYS Fund Services, Inc.

Alaina J. Metz                         32      Assistant Secretary                  From June, 1995, to
BISYS Fund Services,                                                                present, Chief
Inc.                                                                                Administrator,
3435 Stelzer Road                                                                   Administration and
Columbus, Ohio 43219                                                                Regulatory Services,
                                                                                    BISYS Fund Services, Inc.; from
                                                                                    May 1989 to June 1995, Supervisor,
                                                                                    Mutual Fund Legal
                                                                                    Department, Alliance
                                                                                    Capital Management.
</TABLE>


                                       92
<PAGE>   952


INVESTMENT ADVISOR AND SUB-ADVISORS

                    BANC ONE INVESTMENT ADVISORS CORPORATION

              Investment advisory services to each of the Trust's Funds are
provided by Banc One Investment Advisors. Banc One Investment Advisors makes the
investment decisions for the assets of the Funds (except for the High Yield Bond
Fund which is sub-advised by a Sub-Advisor). In addition, Banc One Investment
Advisors continuously reviews, supervises and administers the Funds' 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 Investment Advisors and are not insured by the FDIC or
issued or guaranteed by the U.S. government or any of its agencies.

              Banc One Investment Advisors is an indirect, wholly-owned
subsidiary of Bank One Corporation, a bank holding company incorporated in the
state of Delaware. Bank One Corporation has affiliate banking organizations in
Arizona, Colorado, Delaware, Florida, Illinois, Indiana, Kentucky, Louisiana,
Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. In addition,
Bank 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.

              Banc One Investment Advisors represents a consolidation of the
investment advisory staffs of a number of bank affiliates of Bank One
Corporation, which have considerable experience in the management of open-end
management investment company portfolios, including One Group Mutual Funds
(formerly, One Group, The One Group and the Helmsman Fund) since 1985.


              During the fiscal years ended June 30, 1999, 1998, and 1997, the
Funds of the Trust paid the following investment advisory fees to Banc One
Investment Advisors (except as noted above) and Banc One Investment Advisors
voluntarily waived investment advisory fees as follows:



                                       93
<PAGE>   953
                    ONE GROUP MUTUAL FUND ADVISORY FEES--NET


<TABLE>
<CAPTION>
                                                                 FISCAL YEAR ENDED JUNE 30,
                                                                 --------------------------
                                            1999                              1998                       1997
                                    ----------------------             ------------------         -------------------
FUND                                NET             WAIVED             NET        WAIVED         NET          WAIVED
- ----                                ---             ------             ---        ------         ---          ------
<S>                              <C>               <C>            <C>           <C>           <C>           <C>
U.S. Treasury Securities
Money Market                     $18,197,198      $1,705,060      $ 9,337,795   $2,237,340    $5,992,323    $2,742,727

Prime Money Market               $15,422,198      $1,501,456      $ 9,806,764   $1,675,435    $7,824,731    $1,899,772
Municipal Money Market           $ 2,530,968      $  827,569      $ 1,491,141   $  596,454    $1,241,937    $  593,593

Ohio Municipal Money Market      $   271,920      $   68,725      $   252,818   $   60,211    $  231,786    $   36,034
Equity Income                    $ 7,397,328      $  542,041      $ 6,571,128          -0-    $4,104,562    $        0

Mid Cap Value                    $ 6,439,398      $   30,016      $ 4,758,742          -0-    $4,129,523    $        0
Mid Cap Growth                   $ 8,646,067      $      -0-      $ 6,492,467          -0-    $4,511,169    $        0

Equity Index                     $ 2,540,532      $2,882,298      $   992,672   $1,985,360    $  547,238    $1,094,476
Large Cap Value                  $ 6,649,570      $      -0-      $ 5,638,325          -0-    $4,726,413           $ 0

Balanced                         $ 2,481,299      $  411,428      $ 1,178,256   $  191,626    $  684,481    $  142,861
International Equity Index       $ 3,009,675      $      -0-      $ 2,373,749          -0-    $2,201,616    $      837

Large Cap Growth                 $19,303,039      $      -0-      $12,023,999          -0-    $7,948,260    $        0

Short-Term Bond                  $ 2,214,444      $1,937,618      $ 1,879,523   $1,700,459    $1,830,204    $1,830.204

Intermediate Tax-Free Bond       $ 2,673,135      $1,481,010      $ 1,904,783   $1,025,646    $1,235,203    $  776,825
Municipal Income                 $ 3,275,777      $  877,859      $ 2,184,870   $  624,243    $1,314,694    $  387,974
Ohio Municipal Bond              $   722,143      $  606,278      $   544,952   $  517,943    $  389,001    $  391,781
Government Bond                  $ 4,744,608      $      -0-      $ 3,714,960   $   80,216    $3,098,420    $  194,800

Ultra Short-Term Bond            $   577,502      $  789,477      $   424,770   $  699,133    $  117,314    $  342,966
Treasury Only Money Market       $   677,936      $      -0-      $   518,513          -0-    $  385,087    $        0
Government Money Market          $ 2,782,098      $      -0-      $ 1,735,256          -0-    $  848,690    $        0
Kentucky Municipal Bond          $   523,045      $  130,764      $   469,392   $  117,349    $  270,459    $   78,137
Institutional Prime Money
     Market                      $       -0-      $    1,671             NA##         NA##           NA#           NA#
Tax-Exempt Money Market          $     NA###      $    NA###             NA##         NA##           NA#           NA#
Arizona Municipal Bond           $   999,215      $  104,016      $ 1,007,240   $  154,639    $  390,737+++ $  126,415+++
W. Virginia Municipal Bond       $   419,312      $   90,662      $   365,585   $  103,485    $  121,278+++ $   66,525+++
Louisiana Municipal Bond         $   746,009      $  423,067      $   572,161   $  355,668    $  683,535    $  394,121
Diversified Equity               $ 8,977,465      $      -0-      $ 4,485,408          -0-    $2,309,475    $   69,333
Small Cap Growth                 $   986,900      $    4,830      $   902,099          -0-    $  699,896    $   30,410
High Yield Bond                  $   228,845      $  134,906             NA##         NA##           NA#           NA#
Investor Growth                  $    68,885      $   47,015      $    35,565   $   21,362    $    1,552    $    6,244++++
Investor Growth & Income         $   190,454      $      -0-      $    49,435   $   17,732    $    2,046    $    8,237++++

Investor Conservative Growth     $    37,255      $   28,268      $     4,622   $   18,489    $      683    $    2,750++++
Investor Balanced                $   153,645      $      -0-      $    53,241   $   11,387    $    3,107    $   12,503++++

Treasury & Agency                $   404,427      $  404,433      $   232,442   $  232,443    $   99,224    $   99,225+++

Small Cap Value                  $   443,867**    $   87,675**             NA           NA            NA            NA
Diversified Mid Cap              $ 1,978,567**    $  417,680**             NA           NA            NA            NA
Diversified International        $ 1,352,519**    $   54,445**             NA           NA            NA            NA
Market Expansion Index           $       -0-**    $    7,979**             NA           NA            NA            NA
Bond                             $ 1,664,679**    $  648,205**             NA           NA            NA            NA
Income Bond                      $ 1,284,532**    $  678,174**             NA           NA            NA            NA
Intermediate Bond                $ 1,154,030**    $  890,093**             NA           NA            NA            NA
Short-Term Municipal Bond        $   103,108**    $   86,282**             NA           NA            NA            NA
Tax-Free Bond                    $   939,456**    $  129,437**             NA           NA            NA            NA
Michigan Municipal Bond          $   359,864**    $   49,808**
Michigan Municipal Money
   Market                        $   103,442**    $   51,994**             NA           NA            NA            NA
Cash Management Money
   Market                        $   993,338**    $  317,402**             NA           NA            NA            NA
Treasury Cash Management
   Money Market                  $   151,668**    $   96,510**             NA           NA            NA            NA
Treasury Prime Cash
   Management Money Market       $   199,693**    $  104,284**             NA           NA            NA            NA
U.S. Government Securities
   Cash Management Money
   Market                        $   667,615**    $  118,000**             NA           NA            NA            NA
Municipal Cash Management
   Money Market                  $   200,734**    $  117,899**             NA           NA            NA            NA
</TABLE>



                                       94
<PAGE>   954

<TABLE>
<CAPTION>
<S>                                          <C>             <C>             <C>          <C>           <C>           <C>
Technology                                   NA###           NA###           NA##         NA##          NA#           NA#
Real Estate Fund                             NA###           NA###           NA##         NA##          NA#           NA#
U.S. Government Securities Money Market      NA###           NA###           NA##         NA##          NA#           NA#
Treasury Prime Money Market                  NA###           NA###           NA##         NA##          NA#           NA#
</TABLE>


###      As of June 30, 1999, the Fund had not commenced operations.

##       As of June 30, 1998, the Fund had not commenced operations.

#        As of June 30, 1997, the Fund had not commenced operations.

*        Fees for the period from November 13, 1998 to June 30, 1999

**       Fee for the period from the consolidation with the Pegasus
         Funds to June 30, 1999.

+++      Fees for the period from January 20, 1997 to June 30, 1997.

++++     Fees for the period from December 10, 1996 to June 30, 1997.

              For the period beginning November 1, 1999 and ending October
31,2000, Banc One Investment Advisors and The One Group Services Company have
agreed to waive fees and/or reimburse expenses to limit total annual fund
operating expenses as follows for the Funds listed below:


<TABLE>
<CAPTION>
                                     CLASS A          CLASS B           CLASS C          CLASS I
- ---------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>              <C>              <C>
1. Small Cap Growth                    1.30%            2.05%            2.05%            1.05%
- ---------------------------------------------------------------------------------------------------------
2. Small Cap Value                     1.19%            1.94%            1.94%             .94%
- ---------------------------------------------------------------------------------------------------------
3. Mid Cap Growth                      1.25%            N/A              N/A              N/A
- ---------------------------------------------------------------------------------------------------------
4. Mid Cap Value                       1.21%            N/A              N/A              N/A
- ---------------------------------------------------------------------------------------------------------
5. Diversified Mid Cap                 1.11%            1.86%            1.86%             .86%
- ---------------------------------------------------------------------------------------------------------
6. Large Cap Growth                    1.19%            N/A              N/A              N/A
- ---------------------------------------------------------------------------------------------------------
7. Large Cap Value                     1.23%            1.98%            1.98%             .98%
- ---------------------------------------------------------------------------------------------------------
8. Equity Income                       1.23%            N/A              N/A              N/A
- ---------------------------------------------------------------------------------------------------------
9. Diversified Equity                  1.21%            N/A              N/A              N/A
- ---------------------------------------------------------------------------------------------------------
10. Balanced                           1.15%            1.90%            1.90%             .90%
- ---------------------------------------------------------------------------------------------------------
11. Equity Index                        .65%            1.40%            1.40%             .40%
- ---------------------------------------------------------------------------------------------------------
12. Market Expansion Index              .82%            1.57%            1.57%             .57%
- ---------------------------------------------------------------------------------------------------------
13. International Equity
- ---------------------------------------------------------------------------------------------------------
    Index                              1.20%            N/A              N/A              N/A
- ---------------------------------------------------------------------------------------------------------
14. Diversified International          1.30%            2.05%            2.05%            1.05%
- ---------------------------------------------------------------------------------------------------------
15. Technology                         1.55%            2.30%            2.30%            1.30%
- ---------------------------------------------------------------------------------------------------------
16. Real Estate                        1.35%            2.10%            2.10%            1.10%
- ---------------------------------------------------------------------------------------------------------
17. Ultra Short-Term Bond               .75%            1.25%            1.25%             .50%
- ---------------------------------------------------------------------------------------------------------
18. Short-Term Bond                     .80%            1.30%            1.30%             .55%
- ---------------------------------------------------------------------------------------------------------
19. Intermediate Bond                   .83%            1.48%            1.48%             .58%
- ---------------------------------------------------------------------------------------------------------
20. Bond                                .85%            1.50%            1.50%             .60%
- ---------------------------------------------------------------------------------------------------------
21. Income Bond                         .92%            1.57%            1.57%             .67%
- ---------------------------------------------------------------------------------------------------------
22. Government Bond                     .90%            1.55%            1.55%            N/A
- ---------------------------------------------------------------------------------------------------------
23. Treasury & Agency                   .70%            1.20%            1.20%             .45%
- ---------------------------------------------------------------------------------------------------------
24. High Yield Bond                    1.15%            1.80%            1.80%             .90%
- ---------------------------------------------------------------------------------------------------------
25. Short-Term Municipal Bond           .80%            1.45%            1.45%             .55%
- ---------------------------------------------------------------------------------------------------------
26. Intermediate Tax-Free               .85%            1.60%            1.60%             .60%
- ---------------------------------------------------------------------------------------------------------
27. Tax-Free Bond                       .87%            1.52%            1.52%             .62%
- ---------------------------------------------------------------------------------------------------------
28. Municipal Income                    .87%            1.52%            1.52%             .62%
- ---------------------------------------------------------------------------------------------------------
29. Arizona Municipal Bond              .90%            1.55%            1.55%             .65%
- ---------------------------------------------------------------------------------------------------------
30. Kentucky Municipal Bond             .90%            1.55%            1.55%             .65%
- ---------------------------------------------------------------------------------------------------------
31. Louisiana Municipal Bond            .90%            1.55%            1.55%             .65%
- ---------------------------------------------------------------------------------------------------------
32. Michigan Municipal Bond             .90%            1.55%            1.55%             .65%
- ---------------------------------------------------------------------------------------------------------
</TABLE>


                                       95
<PAGE>   955

<TABLE>
<CAPTION>
                                     CLASS A          CLASS B           CLASS C          CLASS I
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>               <C>              <C>
- ---------------------------------------------------------------------------------------------------------
33. Ohio Municipal Bond                .87%            1.52%             1.52%             .62%
- ---------------------------------------------------------------------------------------------------------
34. West Virginia Municipal Bond       .90%            1.55%             1.55%             .65%
- ---------------------------------------------------------------------------------------------------------
35. Investor Growth                    .45%            1.20%             1.20%             .20%
- ---------------------------------------------------------------------------------------------------------
36. Investor Growth & Income           .45%            1.20%             1.20%             .20%
- ---------------------------------------------------------------------------------------------------------
37. Investor Balanced                  .45%            1.20%             1.20%             .20%
- ---------------------------------------------------------------------------------------------------------
38. Investor Conservative Growth       .45%            1.20%             1.20%             .20%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

                   MONEY MARKET AND INSTITUTIONAL MONEY MARKET

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FUND                 Class A             Class B             Class C          Service Class       Class S           Class I
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                 <C>              <C>                 <C>               <C>
39. CASH
MANAGEMENT
MONEY MARKET          .60%                 NA                  NA                  NA               NA                .35%
- ------------------------------------------------------------------------------------------------------------------------------------
40. TREASURY
CASH
MANAGEMENT
MONEY MARKET          .60%                 NA                  NA                  NA               NA                .35%
- ------------------------------------------------------------------------------------------------------------------------------------
41. TREASURY
PRIME CASH
MANAGEMENT
MONEY MARKET          .60%                 NA                  NA                  NA               NA                .35%
- ------------------------------------------------------------------------------------------------------------------------------------
42. U.S.
GOVERNMENT
SECURITIES
CASH
MANAGEMENT
MONEY MARKET          .60%                 NA                  NA                  NA               NA                .35%
- ------------------------------------------------------------------------------------------------------------------------------------
42. MUNICIPAL
CASH
MANAGEMENT
MONEY MARKET          .60%                 NA                  NA                  NA               NA                .35%
- ------------------------------------------------------------------------------------------------------------------------------------
44. PRIME
MONEY MARKET          .77%               1.52%               1.52%               1.07%              NA                .52%
- ------------------------------------------------------------------------------------------------------------------------------------
45. U.S.
TREASURY
SECURITIES
MONEY MARKET          .77%               1.52%               1.52%               1.07%              NA                .52%
- ------------------------------------------------------------------------------------------------------------------------------------
46. MUNICIPAL
MONEY MARKET          .72%                 NA                1.47%               1.02%              NA                .47%
- ------------------------------------------------------------------------------------------------------------------------------------
47. MICHIGAN
MUNICIPAL
MONEY MARKET          .75%                 NA                1.50%               1.05%              NA                .50%
- ------------------------------------------------------------------------------------------------------------------------------------
48. OHIO
MUNICIPAL
MONEY MARKET          .70%                 NA                1.45%               1.00%              NA                .45%
- ------------------------------------------------------------------------------------------------------------------------------------
49. TREASURY
PRIME MONEY
MARKET                .77%                 NA                1.52%               1.07%              NA                .52%
- ------------------------------------------------------------------------------------------------------------------------------------
50. U.S.
GOVERNMENT
SECURITIES
MONEY MARKET          .77%                 NA                1.52%               1.07%              NA                .52%
- ------------------------------------------------------------------------------------------------------------------------------------
51.
INSTITUTIONAL
PRIME MONEY
MARKET                 NA                  NA                  NA                  NA              .35%               .18%
- ------------------------------------------------------------------------------------------------------------------------------------
52. TREASURY
ONLY MONEY
MARKET                 NA                  NA                  NA                  NA              .35%               .18%
- ------------------------------------------------------------------------------------------------------------------------------------
53. GOVERNMENT
MONEY MARKET           NA                  NA                  NA                  NA              .35%               .18%
- ------------------------------------------------------------------------------------------------------------------------------------
54. TAX-
EXEMPT MONEY
MARKET                 NA                  NA                  NA                  NA              .35%               .18%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       96
<PAGE>   956
              All investment advisory services are provided to the Funds by Banc
One Investment Advisors pursuant to an investment advisory agreement dated
January 11, 1993 (the "INVESTMENT ADVISORY AGREEMENT"). The Investment Advisory
Agreement (and the High Yield 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 19, 1999. The Advisory
and Sub-Advisory Agreements may be terminated 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 Investment Advisors or
Sub-Advisor in the performance of its duties, or from reckless disregard by it
of its duties and obligations thereunder.


              Prior to the consolidation with the Funds, First Chicago NBD
Investment Management Company ("FCNIMCO") provided investment management
services to the Predecessors Funds of the Small Cap Value Fund, the Diversified
Mid Cap Fund, the Diversified International Fund, the Market Expansion Index
Fund, the Bond Fund, the Income Bond Fund, the Intermediate Bond Fund, the
Short-Term Municipal Bond Fund, the Tax-Free Bond Fund, the Michigan Municipal
Bond Fund, the Michigan Municipal Money Market Fund, and the Cash Management
Funds. During a portion of the year ended December 31, 1996, investment advisory
services were provided to the Small Cap Value Fund, the Diversified Mid Cap
Fund, the Diversified International Fund, the Market Expansion Index Fund, the
Bond Fund, the Income Bond Fund, the Intermediate Bond Fund, the Short-Term
Municipal Bond Fund, the Tax-Free Bond Fund, the Michigan Municipal Bond Fund,
and the Michigan Municipal Money Market Fund by NBD Bank.

              Prior to the consolidation with the Funds, the fiscal year end for
the Predecessor Funds was December 31st. During the fiscal years ended December
31, 1998, 1997, and 1996, these Funds of the Trust paid the following investment
advisory fees to FCNIMCO and FCNIMCO voluntarily waived investment advisory fees
as follows.


                                       97
<PAGE>   957
                      PREDECESSOR FUNDS' ADVISORY FEES--NET


<TABLE>
<CAPTION>
                                                                           FISCAL YEAR ENDED DECEMBER 31,
                                                                           ------------------------------
                              1999(1)                      1998                       1997                       1996
                              -------                      ----                       ----                       ----
FUND                    NET           WAIVED          NET           WAIVED       NET            WAIVED      NET         WAIVED
- ----                    ---           ------          ---           ------       ---            ------      ---         ------
<S>                 <C>             <C>          <C>             <C>        <C>              <C>       <C>         <C>
Small Cap Value      $  425,933      $ 17,325    $2,003,921             0   $1,283,658              0   $ 349,224  *** $ 56,427  ***
Diversified Mid
  Cap                $  930,900      $      0    $6,832,757             0   $5,355,678              0  $1,467,224  #          0
Diversified
  International      $  919,346      $ 11,441    $4,577,670             0   $3,752,409              0  $1,179,691  ##  $ 26,973  ##
Market Expansion
  Index              $     0.00      $ 19,020             0      $ 45,584          NA*            NA*        NA**          NA**
Bond                 $1,221,570      $101,107    $5,674,695             0   $4,089,788              0  $1,092,756  #   $ 49,503  #
Income Bond          $  329,113      $ 26,702    $  827,079             0    $ 562,165              0   $ 265,891  #   $ 16,303  #
Intermediate Bond    $  575,602      $  9,954    $2,349,025             0   $1,890,923              0   $ 626,682  *** $ 49,186  ***
Short-Term
  Municipal Bond     $   87,893      $ 18,717    $  144,978      $ 41,317          NA*            NA*        NA**          NA**
Tax-Free Bond        $  783,772      $   0.00    $2,358,313             0   $1,524,196              0   $ 531,933  ### $108,706  ###
Michigan Municipal
  Bond               $  286,916      $   0.00    $  686,184      $ 13,410    $ 228,576       $ 43,158    $ 66,088  #   $ 11,150  #
Michigan Municipal
  Money Market       $   93,711      $ 22,005    $  327,693      $ 36,792    $ 335,355       $ 44,602   $ 696,445  +   $ 37,403  +
Cash Management
  Money Market       $  940,792      $313,597    $3,402,847      $907,915   $1,642,225       $279,533   $ 398,138  ++  $222,088  ++
Treasury Cash
  Management
  Money Market       $  117,909      $ 63,489    $  498,263      $136,100     $ 99,821       $ 33,327        NA**          NA**
Treasury Prime
  Cash Management
  Money Market       $  176,745      $ 87,716    $  592,066      $207,054    $ 404,248       $105,789   $ 123,521  ++  $145,816  ++
U.S. Government
  Securities Cash
  Management Money
  Market             $  645,999      $113,999    $2,465,211      $295,457   $1,369,324       $ 88,360   $ 325,009  ++  $297,097  ++
Municipal Cash
  Management
  Money Market       $  236,376      $ 57,101    $  804,693      $179,890    $ 107,285       $ 40,982        NA**          NA**
</TABLE>


*        As of the end of the fiscal year ended December 31, 1997, the Funds had
         not commenced operations.

**       As of the end of the fiscal year ended December 31, 1996, the Funds had
         not commenced operations.

***      Fees for the period beginning September 21, 1996 to December 31, 1996.

#        Fees for the period beginning September 23, 1996 to December 31, 1996.

##       Fees for the period beginning August 24, 1996 to December 31, 1996.

###      Fees for the period beginning September 14, 1996 to December 31, 1996.

+        Fees for the period beginning September 16, 1996 to December 31, 1996.

++       Fees for the period beginning July 13, 1996 to December 31, 1996.


(1)      For the period beginning January 1, 1999 to consolidation with the
         Pegasus Funds.



                                       98
<PAGE>   958
For the period beginning January 1, 1996 and ending on the date specified below,
the Predecessor Funds paid FCNIMCO or NBD and FCNIMCO or NBD waived the
investment advisory fees indicated below:

<TABLE>
<CAPTION>
                                                                      FISCAL YEAR 1996
                                                                      ----------------
                                             NBD                          FCNIMCO
                                             ---                          -------
FUND                                NET              WAIVED          NET           WAIVED          END DATE
- ----                                ---              ------          ---           ------          --------
<S>                                 <C>              <C>             <C>           <C>             <C>
Small Cap Value                     NA               NA              $199,276      $147,469        September 21, 1996
Diversified Mid Cap                 $3,397,900       0               NA            NA              September 23, 1996
Diversified International           $  594,989       0               NA            NA              August 24, 1996
Market Expansion Index              NA*              NA*             NA*           NA*             NA*
Bond                                $2,021,339       0               NA            NA              August 24, 1996
Income Bond                         NA               NA              $355,241      $183,139        September 23, 1996
Intermediate Bond                   $1,539,059       0               NA            NA              September 21, 1996
Short-Term Municipal Bond           NA*              NA*             NA*           NA*             NA*
Tax-Free Bond                       NA               NA              $186,988      $273,829        September 14, 1996
Michigan Municipal Bond             $  196,723       $34,535         NA            NA              September 23, 1996
Michigan Municipal Money
  Market                            $  437,785       0               NA            NA              September 15, 1996
Cash Management Money
  Market                            NA               NA              $311,040      $176,053        July 13, 1996
Treasury Cash Management
  Money Market                      NA*              NA*             NA*           NA*             NA*
Treasury Prime Cash
  Management Money Market           NA               NA              $ 73,377      $102,644        July 13, 1996
U.S. Government Securities
  Cash Management Money
  Market                            NA               NA              $383,484      $139,491        July 13, 1996
Municipal Cash Management
  Money Market                      NA*              NA*             NA*           NA*             NA*
</TABLE>

*        As of the end of the fiscal year ended December 31, 1996, the Funds had
         not commenced operations.

INDEPENDENCE INTERNATIONAL ASSOCIATES, INC.


Independence International Associates, Inc. ("INDEPENDENCE INTERNATIONAL")
served as investment Sub-Advisor to the International Equity Index Fund through
October 31, 1999 pursuant to an agreement (the "INTERNATIONAL SUB-INVESTMENT
ADVISORY AGREEMENT") with Banc One Investment 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 $315,098 in sub-advisory fees from Banc One
Investment Advisors for the fiscal year ended June 30, 1997; and $416,939 in
sub-advisory fees from Banc One Investment Advisors for the fiscal year ended
June 30, 1998; and $494,805 in sub-advisory fees from Banc One Investment
Advisors for the fiscal year ended June 30, 1999.


BANC ONE HIGH YIELD PARTNERS, LLC


Banc One High Yield Partners, LLC serves as investment Sub-Advisor to the High
Yield Bond Fund pursuant to an agreement with Banc One Investment Advisors (the
"HIGH YIELD INVESTMENT ADVISORY AGREEMENT"). The Sub-Advisor was formed in June,
1998 to provide investment advisory services related to high yield, high risk
assets to various clients, including the Fund. The Sub-Advisor is controlled by
Banc One Investment Advisors and Pacholder Associates, Inc., an investment
advisory firm which specializes in high yield, high risk, fixed income
securities. For its services, the Sub-Advisor is entitled to a fee, which is
calculated daily and paid monthly by Banc One Investment Advisors, equal to .70%
of the Fund's average daily net assets. For the fiscal year ended June 30, 1999,
Banc One Investment Advisors Corporation paid the Sub-Advisor $229,388.38 in
sub-advisory fees.


                                       99
<PAGE>   959
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 Investment
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 Investment Advisors from continuing to perform such services
for the Trust. Depending upon the nature of any changes in the services which
could be provided by Banc One Investment Advisors, the Board of Trustees of the
Trust would review the Trust's relationship with Banc One Investment Advisors
and consider taking all action necessary in the circumstances.

Should future legislative, judicial, or administrative action prohibit or
restrict the proposed activities of Bank 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 Investment
Advisors and the applicable 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 Balanced 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



                                      100
<PAGE>   960
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
Banc One Investment Advisors or the applicable Sub-Advisor 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 Investment 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
Investment 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 Investment Advisors or the applicable Sub-Advisor and does
not reduce the advisory fees payable to Banc One Investment Advisors or the
applicable Sub-Advisor. Such information may be useful to Banc One Investment
Advisors or the applicable 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 Investment Advisors or the
applicable Sub-Advisor in carrying out their obligations to the Trust. In the
last fiscal year, Banc One Investment Advisors directed brokerage commissions to
brokers who provided research services to Banc One Investment Advisors.


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 investment advisors or their affiliates
except as may be permitted under the 1940 Act, and will not give preference to
correspondents of Bank One Corporation subsidiary banks with respect to such
transactions, securities, savings deposits, repurchase agreements, and reverse
repurchase agreements.



                                      101
<PAGE>   961
In the fiscal years ended June 30, 1999, 1998, and 1997, each of the Funds of
the Trust (except for the Funds identified below as having fiscal years
previously ending December 31st) that paid brokerage commissions and the amounts
paid for each year were as follows:


<TABLE>
<CAPTION>
                                                   BROKERAGE COMMISSIONS

                                                              FISCAL YEAR ENDED JUNE 30,
                                                              --------------------------
FUND                                              1999                   1998                1997
- ----                                              ----                   ----                ----
<S>                                           <C>                     <C>                  <C>
Equity Income                                $  604,450.70            $  331,556           $  395,450

Mid Cap Value                                $   71,045.93            $1,541,217           $1,570,859

Mid Cap Growth                               $  765,709.34            $2,455,346           $3,199,337

Equity Index                                 $2,669,088.50            $   72,702           $  162,178

Large Cap Value                              $  336,443.05            $  722,191           $1,378,450

Balanced                                     $1,864,689.68            $  154,837           $  194,187

International Equity Index                   $   69,164.97            $  514,660           $  349,010

Large Cap Growth                             $4,726,208.53            $2,935,851           $1,285,883

Small Cap Growth                             $   88,795.96            $  180,460           $  194,127

Diversified Equity                           $  297,245.14            $  763,394           $1,005,409

Small Cap Value                              $   30,414.70                   NA*                  NA*
Diversified Mid Cap                          $   74,794.39                   NA*                  NA*
Diversified International                    $   10,432.31                   NA*                  NA*
Market Expansion Index                       $    1,959.36                   NA*                  NA*
</TABLE>


*        Prior to the consolidation in March, 1999, the Fund had a fiscal year
         ending December 31st.

<TABLE>
<CAPTION>
                                           BROKERAGE COMMISSIONS

                                                          FISCAL YEAR ENDED DECEMBER 31,
                                                          ------------------------------
FUND                                              1998                 1997                 1996
- ----                                              ----                 ----                 ----
<S>                                               <C>                  <C>                  <C>
Small Cap Value                                   $379,752             $280,426             $114,320
Diversified Mid Cap                               $803,740             $698,038             $621,056
Diversified International                         $288,664             $225,448             $358,776
Market Expansion Index                            $  5,850             NA*                  NA*
</TABLE>

*        As December 31, 1997 and 1998, the Fund had not commenced operations.

As of June 30, 1999, certain Funds owned securities of their regular broker
dealers (or parents) as shown below:


<TABLE>
<CAPTION>
FUND                          NAME OF BROKER-DEALER                    VALUE OF SECURITIES OWNED
- ----                          ---------------------                    -------------------------
                                                                         (Amounts in Thousands)
<S>                           <C>                                      <C>
PRIME MONEY MARKET
                              BEAR STERNS CO., INC.                            $   53,000
                              CREDIT SUISSE FIRST BOSTON, GEURNSSEY            $   39,935
                              LEHMAN BROTHERS                                  $  269,741
                              TOTAL                                            $  362,676
US TREASURY SECURITIES
                              DONALDSON, LUFKIN & JENRETTE                     $  351,000
                              MORGAN STANLEY & CO., INC.                       $  350,000
                              SMITH BARNEY                                     $  355,000
                              BARCLAYS DE ZOETTE WEDD                          $  350,000
                              DEUTSCHE MORGAN GRENFELL                         $  200,000
                              GOLDMAN SACHS                                    $  380,000
                              J.P. MORGAN SECURITIES, INC.                     $  350,000
                              LEHMAN BROTHERS                                  $  345,000
                              SOCIETE GENERALE                                 $1,450,000
                              TOTAL                                            $4,131,000
EQUITY INCOME
                              BEAR STERNS CO., INC.                            $    1,938
                              MERRILL LYNCH                                    $    5,814
                              SMITH BARNEY                                     $      743
                              J.P. MORGAN SECURITIES, INC.                     $   12,096
                              LEHMAN BROTHERS                                  $    5,965
                              GOLDMAN SACHS                                    $    4,846
                              TOTAL                                            $   31,402
INCOME BOND
                              MERRILL LYNCH                                    $   60,597
                              MORGAN STANLEY & CO., INC.                       $    6,389
                              BEAR STERNS CO., INC.                            $   19,175
                              PAINE WEBER                                      $   28,727
                              J.P. MORGAN SECURITIES, INC.                     $   13,994
                              TOTAL                                            $  128,882
MID CAP VALUE
                              BEAR STERNS CO., INC.                            $    1,813
                              MERRILL LYNCH                                    $    5,438
                              SMITH BARNEY                                     $      695
                              GOLDMAN SACHS                                    $    4,532
                              LEHMAN BROTHERS                                  $    5,665
                              J.P. MORGAN SECURITIES, INC.                     $    2,115
                              TOTAL                                            $   20,258
MID CAP GROWTH
                              BEAR STERNS CO., INC.                            $    8,645
                              MERRILL LYNCH                                    $   25,934
                              SMITH BARNEY                                     $    3,314
                              J.P. MORGAN SECURITIES, INC.                     $   10,086
                              LEHMAN BROTHERS                                  $   27,014
                              GOLDMAN SACHS                                    $   23,868
                              TOTAL                                            $   98,861
SHORT-TERM BOND
                              MORGAN STANLEY & CO., INC.                       $    1,034
                              MERRILL LYNCH                                    $   27,012
                              BEAR STERNS CO., INC.                            $    6,752
                              SMITH BARNEY                                     $    3,376
                              J.P. MORGAN SECURITIES, INC.                     $    6,752
                              GOLDMAN SACHS                                    $   10,129
                              PAINE WEBER                                      $   13,861
                              LEHMAN BROTHERS                                  $    6,120
                              TOTAL                                            $   75,036
EQUITY INDEX
                              BEAR STERNS CO., INC.                            $    6,425
                              MERRILL LYNCH                                    $   22,344
                              SMITH BARNEY                                     $    1,852
                              LEHMAN BROTHERS                                  $   27,051
                              J.P. MORGAN SECURITIES, INC.                     $   12,546
                              GOLDMAN SACHS                                    $   12,077
                              TOTAL                                            $   82,295
LARGE CAP VALUE
                              BEAR STERNS CO., INC.                            $    8,304
                              MERRILL LYNCH                                    $    2,825
                              SMITH BARNEY                                     $      361
                              GOLDMAN SACHS                                    $   11,176
                              MORGAN STANLEY & CO., INC.                       $   12,813
                              J.P. MORGAN SECURITIES, INC.                     $    1,099
                              LEHMAN BROTHERS                                  $    2,942
                              TOTAL                                            $   39,520
INTERNATIONAL EQUITY INDEX
                              LEHMAN BROTHERS                                  $  123,686
                              TOTAL                                            $  123,686
GOVERNMENT MONEY MARKET
                              DONALDSON, LUFKIN & JENERETTE                    $   94,000
                              BARCLAYS DE ZOETTE WEDD                          $  119,000
                              GOLDMAN SACHS                                    $  605,938
                              J.P. MORGAN SECURITIES, INC.                     $  750,000
                              LEHMAN BROTHERS                                  $  149,000
                              WESTDEUTSCHE LANDESBANK                          $   50,000
                              TOTAL                                            $1,767,938
BALANCED FUND
                              BEAR, STERNS                                     $    1,774
                              MERRILL LYNCH                                    $    5,323
                              SMITH BARNEY                                     $      680
                              J.P. MORGAN SECURITIES, INC.                     $    2,070
                              GOLDMAN SACHS                                    $    4,764
                              LEHMAN BROTHERS                                  $    4,066
                              TOTAL                                            $   18,677
GOVERNMENT BOND
                              BEAR, STERNS                                     $   26,162
                              LEHMAN BROTHERS                                  $   11,540
                              TOTAL                                            $   37,704
ULTRA SHORT-TERM BOND
                              MERRILL LYNCH                                    $    6,624
                              SMITH BARNEY                                     $    3,980
                              MORGAN STANLEY & CO., INC.                       $      569
                              TOTAL                                            $   11,173
INTERMEDIATE BOND FUND
                              MERRILL LYNCH                                    $   56,778
                              BEAR, STERNS                                     $   13,720
                              SMITH BARNEY                                     $    6,860
                              GOLDMAN SACHS                                    $   20,580
                              LEHMAN BROTHERS                                  $   12,434
                              J.P. MORGAN SECURITIES, INC.                     $   13,720
                              PAINE WEBER                                      $   27,439
                              TOTAL                                            $  151,531
LARGE CAP GROWTH FUND
                              MERRILL LYNCH                                    $   11,546
                              BEAR, STERNS                                     $    3,849
                              SMITH BARNEY                                     $    1,475
                              GOLDMAN SACHS                                    $    9,622
                              LEHMAN BROTHERS                                  $   12,027
                              TOTAL                                            $   38,519
SMALL CAP GROWTH
                              MERRILL LYNCH                                    $    1,349
                              BEAR, STERNS                                     $      465
                              SMITH BARNEY                                     $      178
                              J.P. MORGAN SECURITIES, INC.                     $      542
                              LEHMAN BROTHERS                                  $    1,065
                              GOLDMAN SACHS                                    $    1,162
                              TOTAL                                            $    4,806
DIVERSIFIED EQUITY INCOME
                              MERRILL LYNCH                                    $    3,734
                              BEAR, STERNS                                     $   11,201
                              SMITH BARNEY                                     $    1,431
                              MORGAN STANLEY & CO., INC.                       $   27,214
                              J.P. MORGAN SECURITIES, INC.                     $    4,356
                              GOLDMAN SACHS                                    $    9,334
                              LEHMAN BROTHERS                                  $    8,555
                              TOTAL                                            $   65,825
INSTITUTIONAL PRIME
                              GOLDMAN SACHS                                    $    1,949
                              TOTAL                                            $    1,949
TREASURY & AGENCY
                              BEAR STERNS                                      $   23,838
                              LEHMAN BROTHERS                                  $   10,513
                              TOTAL                                            $   34,351
HIGH YIELD BOND
                              MERRILL LYNCH                                    $    1,612
                              BEAR, STERNS                                     $      404
                              SMITH BARNEY                                     $      202
                              LEHMAN BROTHERS                                  $      366
                              J.P. MORGAN SECURITIES, INC.                     $      404
                              PAINE WEBER                                      $      807
                              TOTAL                                            $    3,795
U.S. GOVERNMENT CASH MGMT MM
                              DONALDSON, LUFKIN & JENERETTE                    $  406,000
                              BARCLAYS DE ZOETTE WEDD                          $   81,000
                              GOLDMAN SACHS                                    $   81,000
                              LEHMAN BROTHERS                                  $   81,000
                              WESTDEUTSCHE LANDESBANK                          $   81,000
                              TOTAL                                            $  730,000
SMALL CAP VALUE FUND
                              MERRILL LYNCH                                    $      346
                              BEAR, STERNS                                     $      115
                              SMITH BARNEY                                     $       44
                              LEHMAN BROTHERS                                  $      361
                              J.P. MORGAN SECURITIES, INC.                     $      134
                              GOLDMAN SACHS                                    $      228
                              TOTAL                                            $    1,288
DIVERSIFIED MID CAP FUND
                              BEAR STERNS                                      $    1,818
                              MERRILL LYNCH                                    $    5,454
                              SMITH BARNEY                                     $      697
                              J.P. MORGAN SECURITIES, INC.                     $    2,121
                              GOLDMAN SACHS                                    $    4,545
                              LEHMAN BROTHERS                                  $    4,166
                              TOTAL                                            $   18,801
MARKET EXPANSION
                              JEFFRIES, INC.                                   $       15
                              BEAR STERNS                                      $       77
                              MERRILL LYNCH                                    $      230
                              SMITH BARNEY                                     $       29
                              TOTAL                                            $      351
BOND FUND
                              MERRILL LYNCH                                    $   68,051
                              MORGAN STANLEY & CO., INC.                       $      937
                              BEAR STERNS                                      $    7,565
                              SMITH BARNEY                                     $    7,565
                              TOTAL                                            $   84,118
</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 Investment Advisors or the applicable 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 Investment
Advisors or the applicable 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 Investment Advisors and the applicable 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 Investment Advisors and the applicable 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 Investment Advisors or
the applicable Sub-Advisor or their parents or subsidiaries or affiliates and,
in dealing with its commercial customers, Banc One Investment Advisors and the
applicable 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.



                                      102
<PAGE>   962

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 SEC, 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 Investment Advisors also serves as Sub-Administrator to each Fund of
the Trust, pursuant to an agreement between the Administrator and Banc One
Investment Advisors. Pursuant to this agreement, Banc One Investment Advisors
performs many of the Administrator's duties, for which Banc One Investment
Advisors receives a fee paid by the Administrator.



                                      103
<PAGE>   963
The Trust paid fees for administrative services to The One Group Services
Company as Administrator for the fiscal years ended June 30, 1999, 1998, and
1997 as follows:


<TABLE>
<CAPTION>
                                     ONE GROUP MUTUAL FUNDS ADMINISTRATION FEES -- NET
                                     -------------------------------------------------

                                                                                  FISCAL YEAR ENDED
                                                                                    JUNE 30, 1999
                                                 THE ONE GROUP                   BANC ONE                      BISYS
                                                SERVICES COMPANY            INVESTMENT ADVISORS**            FUND SERVICES***
                                            ---------------------------   ----------------------------  ---------------------------
FUND                                        NET(000's)    WAIVED(000's)    NET(000's)    WAIVED(000's)  NET(000's)    WAIVED(000's)
- ----                                        -----------   -------------   -----------    -------------  -----------   -------------
<S>                                          <C>           <C>            <C>              <C>          <C>           <C>
U.S. Treasury Securities Money Market         $5,816       $   --          $3,412          $  --         $    7       $  --
Prime Money Market                            $4,477       $  361          $3,007          $  --         $   23       $  --
Municipal Money Market                        $  836       $  142          $  578          $  --         $    5       $  --
Ohio Municipal Money Market                   $   33       $   83          $   69          $  --         $   --       $  --
Equity Income                                 $  890       $  207          $  644          $  --         $    3       $  --
Mid Cap Value                                 $  894       $   --          $  525          $  --         $    3       $  --
Mid Cap Growth                                $1,195       $   --          $  701          $  --         $   --       $  --
Equity Index                                  $  822       $1,026          $1,085          $  --         $    7       $  --
Large Cap Value                               $  919       $   --          $  539          $  --         $   --       $  --
Balanced                                      $  432       $   23          $  267          $  --         $   --       $  --
International Equity Index                    $  652       $   --          $  382          $  --         $   --       $  --
Large Cap Growth                              $2,732       $   --          $1,605          $  --         $    7       $  --
Short-Term Bond                               $  708       $   --          $  415          $  --         $    2       $  --
Intermediate Tax-Free Bond                    $  680       $   27          $  415          $  --         $    3       $  --
Municipal Income                              $  944       $   --          $  554          $  --         $   --       $  --
Ohio Municipal Bond                           $  227       $   --          $  133          $  --         $   --       $  --
Government Bond                               $  738       $  342          $  633          $  --         $   --       $  --
Ultra Short-Term Bond                         $   --       $  254          $    5          $ 144         $   --       $  --
Treasury Only Money Market                    $   --       $   --          $  424          $  --         $   --       $  --
Government Money Market                       $   --       $   --          $1,739          $  --         $   --       $  --
Tax-Exempt Money Market                       $  N/A       $  N/A             N/A          $ N/A         $   --       $  --
Arizona Municipal Bond                        $  208       $   43          $  147          $  --         $   --       $  --
Kentucky Municipal Bond                       $  131       $   18          $   87          $  --         $   --       $  --
W. Virginia Municipal Bond                    $   91       $   25          $   68          $  --         $   --       $  --
Louisiana Municipal Bond                      $  156       $   44          $  117          $  --         $   --       $  --
Diversified Equity                            $1,258       $   --          $  740          $  --         $   10       $  --
Small Cap Growth                              $  101       $   36          $   80          $  --         $   --       $  --
High Yield Bond                               $   32       $   --          $   46          $  --         $    1       $  --
Investor Growth                               $   12       $  265          $   --          $  --         $   --       $  --
Investor Growth & Income                      $   93       $  276          $   --          $  --         $    2       $  --
Investor Conservative Growth                  $   --       $  136          $   --          $  --         $   --       $  --
Investor Balanced                             $  125       $  182          $   --          $  --         $    1       $  --
Treasury & Agency                             $   20       $  187          $  121          $  --         $   --       $  --
Small Cap Value                               $   58#      $    8#         $  130          $  --         $    7       $  --
Diversified Mid Cap                           $  279#      $   --#         $  565          $  --         $   31       $  --
Diversified International                     $  143#      $   18#         $  279          $  --         $   16       $  --
Market Expansion Index                        $    2#      $    4#         $   12          $  --         $    1       $  --
Bond                                          $  351#      $   43#         $  663          $  --         $   39       $  --
Income Bond                                   $  264#      $   --#         $  353          $  --         $   10       $  --
Intermediate Bond                             $  232#      $   --#         $  464          $  --         $   17       $  --
Short-Term Municipal Bond                     $   25#      $    4#         $   59          $  --         $    3       $  --
Tax-Free Bond                                 $  171#      $   25#         $  421          $  --         $   23       $  --
Michigan Municipal Bond                       $   66#      $    8#         $  157          $  --         $    8       $  --
Michigan Municipal Money Market               $   49##     $    6#         $   90          $  --         $    5       $  --
Cash Management Money Market                  $  424##     $   72##        $1,238          $  --         $   43       $  --
Treasury Cash Management Money Market         $   88##     $   14##        $  198          $  --         $    6       $  --
Treasury Prime Cash Management Money Market   $  102##     $   17##        $  270          $  --         $    9       $  --
U.S. Government Securities Cash Management
  Money Market                                $  251##     $   43##        $  748          $  --         $   11       $  --
Municipal Cash Management Money Market        $   81##     $   25##        $  298          $  --         $   11       $  --
Institutional Prime Money Market              $   --       $   --          $   --          $  --         $   --       $  --
</TABLE>


*        As of June 30, 1999, the Fund had not commenced operations.

**       These fees were paid by The One Group Services Company to Banc One
         Investment Advisors pursuant to the Sub-Administration Agreement.


***      For the period from January 1, 1999 until consolidation with the
         Pegasus Funds, pursuant to the Co-Administration Agreement between the
         Predecessor Funds, First Chicago NBD Investment Management Company, and
         BISYS Fund Services LP.

#        For the period from March 22, 1999 to June 30, 1999.

##       For the period from March 29, 1999 to June 30, 1999.


                                      104
<PAGE>   964

                 ONE GROUP MUTUAL FUNDS ADMINISTRATION FEES--NET

<TABLE>
<CAPTION>
                                                                              FISCAL YEAR ENDED
                                                                                JUNE 30, 1998
                                            THE ONE GROUP                         BANC ONE
                                           SERVICE COMPANY                  INVESTMENT ADVISORS**
                                           ---------------                  ---------------------
FUND                                    NET              WAIVED             NET            WAIVED
- ----                                    ---              ------             ---            ------
<S>                                 <C>                <C>               <C>              <C>
U.S. Treasury Securities
  Money Market                      $2,892,564        $  570,303        $1,953,193        $        0
Prime Money Market                  $2,909,462        $  499,662        $1,964,556        $        0
Municipal Money Market              $  545,873        $   67,499        $  363,608        $        0
Ohio Municipal Money Market         $   57,990        $   71,908        $   39,212        $        0
Equity Income                       $  866,925        $        0        $  585,415        $        0
Mid Cap Value                       $  627,733        $        0        $  424,072        $        0
Mid Cap Growth                      $  856,657        $        0        $  578,193        $        0
Equity Index                        $  593,918        $  631,314        $  398,167        $        0
Large Cap Value                     $  743,765        $        0        $  502,444        $        0
Balanced                            $   93,135        $  188,687        $   62,825        $        0
International Equity Index          $  495,338        $        0        $  334,504        $        0
Large Cap Growth                    $1,589,738        $        0        $1,070,862        $        0
Short-Term Bond                     $  582,384        $        0        $  393,556        $        0
Intermediate Tax-Free Bond          $  476,747        $        0        $  322,115        $        0
Municipal Income                    $  609,675        $        0        $  411,186        $        0
Ohio Municipal Bond                 $  172,939        $        0        $  116,807        $        0
Government Bond                     $  628,220        $  326,624        $  424,114        $        0
Ultra Short-Term Bond               $        0        $  334,196        $        0        $        0
Treasury Only Money Market          $        0        $        0        $  321,862        $        0
Government Money Market             $        0        $        0        $1,084,467        $        0
Institutional Prime Money
  Market                                   NA*               NA*               NA*               NA*
Tax-Exempt Money Market                    NA*               NA*               NA*               NA*
Arizona Municipal Bond              $  235,850        $   27,440        $  159,048        $        0
Kentucky Municipal Bond             $  127,280        $        0        $   85,987        $        0
W. Virginia Municipal Bond          $   87,100                           $ 24,557$          58,836$0
Louisiana Municipal Bond            $  150,915        $        0        $  102,041        $        0
Diversified Equity                  $  591,870        $        0        $  399,405        $        0
Small Cap Growth                    $   96,910        $   37,328        $   65,129        $        0
High Yield Bond                            NA*               NA*               NA*               NA*
Investor Growth                     $        0        $  113,852        $        0        $        0
Investor Growth & Income            $        0        $  134,333        $        0        $        0
Investor Conservative Growth        $        0        $   46,223        $        0        $        0
Investor Balanced                   $        0        $  129,257        $        0        $        0
Treasury & Agency                   $   41,644        $  120,468        $   27,972        $        0
</TABLE>

*        As of June 30, 1998, the Fund had not commenced operations.

**       These fees were paid by The One Group Services Company to Banc One
         Investment Advisors pursuant to the Sub-Administration Agreement.



                                      105
<PAGE>   965

<TABLE>
<CAPTION>
                                                                             FISCAL YEAR ENDED
                                                                               JUNE 30, 1997
                                           THE ONE GROUP                         BANC ONE
                                          SERVICE COMPANY                   INVESTMENT ADVISORS**
                                          ---------------                   ---------------------
FUND                                   NET              WAIVED             NET              WAIVED
- ----                                   ---              ------             ---              ------
<S>                                 <C>               <C>               <C>               <C>
U.S. Treasury Securities            $4,041,160        $   52,457        $        0        $        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
Equity Income                       $  916,621        $        0        $  332,802        $        0
Mid Cap Value                       $  922,753        $        0        $  334,826        $        0
Mid Cap Growth                      $1,007,999        $        0        $  365,770        $        0
Equity Index                        $   329,84        $  574,004        $  328,342        $        0
Large Cap Value                     $1,056,104        $        0        $  383,222        $        0
Balanced                            $   94,269        $  116,194        $   76,370        $        0
International Equity Index          $  662,008        $        0        $  240,084        $        0
Large Cap Growth                    $1,775,503        $        0        $  644,453        $        0
Short-Term 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 Bond               $   60,695        $   95,720        $   50,007        $        0
Treasury Only Money Market          $  240,680        $        0        $  240,061        $        0
Government Money Market             $  530,431        $        0        $  530,415        $        0
Institutional Prime                        NA*               NA*               NA*               NA*
Money Market
Tax-Exempt Money Market                    NA*               NA*               NA*               NA*
Arizona Municipal Bond              $  140,206        $   49,819        $   69,221        $        0
Kentucky Municipal Bond             $  127,957        $        0        $   46,478        $        0
W. Virginia Municipal Bond          $   58,427        $   10,580        $   25,040        $        0
Louisiana Municipal Bond            $  297,050        $        0        $  107,762        $        0
Diversified Equity                  $  531,250        $        0        $  192,876        $        0
Small Cap Growth                    $   92,752        $   70,432        $   59,214        $        0
High Yield Bond                            NA*               NA*               NA*               NA*
Investor Growth                     $   15,583        $        0        $        0        $        0
Investor Growth & Income            $        0        $   20,566        $        0        $        0
Investor Conservative Growth        $        0        $    6,866        $        0        $        0
Investor Balanced                   $        0        $   31,220        $        0        $        0
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
         Investment Advisors pursuant to the Sub-Administration Agreement.



                                      106
<PAGE>   966

Prior to the consolidation with the Funds, administrative services were provided
to the Predecessor Funds by FCNIMCO and BISYS and, with respect to the Michigan
Municipal Money Market Fund for the period January 1, 1996 through September 16,
1996, NBD. These Funds paid fees for administrative services to FCNIMCO and
BISYS for the fiscal year ended December 31, 1998 as follows:


                    PREDECESSOR FUND -- ADMINISTRATION FEES*

<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31, 1998

FUND                                                    BISYS              FCNIMCO
- ----                                                    -----              -------
<S>                                                  <C>                 <C>
Small Cap Value                                      $   39,395          $  390,017
Diversified Mid Cap                                  $  156,709          $1,551,480
Diversified International                            $   78,747          $  779,566
Market Expansion Index                               $    1,366          $   13,704
Bond                                                 $  194,675          $1,933,336
Income Bond                                          $   28,474          $  281,681
Intermediate Bond                                    $   81,371          $  799,513
Short-Term Municipal Bond                            $    6,375          $   63,485
Tax-Free Bond                                        $   80,968          $  803,400
Michigan Municipal Bond                              $   23,985          $  238,363
Michigan Municipal Money Market                      $   16,724          $  165,519
Cash Management Money Market                         $  296,691          $2,936,381
Treasury Cash Management Money Market                $   43,660          $  432,112
Treasury Prime Cash Management Money Market          $   55,000          $  544,340
U.S. Government Securities Cash Management
  Money Market                                       $  189,760          $1,878,075
Municipal Cash Management Money Market               $   67,765          $  670,673
</TABLE>

*        Fees for administration were not waived during the fiscal year ended
         December 31, 1998.

         Under the terms of an Administration Agreement dated as of April 12,
1996, FCNIMCO and BISYS were entitled jointly to a monthly administration fee at
an annual rate of .15% of each Fund's average daily net assets. For the fiscal
year ended December 31, 1997, the Predecessor Funds paid FCNIMCO as agent for
the co-administrators, the following administration fees:



                                      107
<PAGE>   967


                    PREDECESSOR FUNDS -- ADMINISTRATION FEES*

FISCAL YEAR ENDED DECEMBER 31, 1997

FUND                                                             FCNIMCO
- ----                                                             -------

Small Cap Value                                                 $  275,070
Diversified Mid Cap                                             $1,338,920
Diversified International                                       $  703,577
Market Expansion Index                                                NA**
Bond                                                            $1,533,671
Income Bond                                                     $  210,812
Intermediate Bond                                               $  709,096
Short-Term Municipal Bond                                             NA**
Tax-Free Bond                                                   $  571,573
Michigan Municipal Bond                                         $  101,900
Michigan Municipal Money Market                                 $  189,978
Cash Management Money Market                                    $1,441,319
Treasury Cash Management Money Market                           $   99,861
Treasury Prime Cash Management Money Market                     $  382,527
U.S. Government Securities                                      $1,093,263
Cash Management Money Market Municipal Cash Management          $  111,200
  Money Market

*        Fees for administration were not waived during the fiscal year ended
         December 31, 1997.

**       As of December 31, 1997, the Funds had not commenced operation.



                                      108
<PAGE>   968

         Under the terms of an Administration Agreement dated as of April 12,
1996, FCNIMCO and BISYS were entitled jointly to a monthly administration fee at
an annual rate of .15% of each Fund's average daily net assets. Beginning on the
dates indicated below and ending on December 31, 1996, the Predecessor Funds
paid FCNIMCO as agent for the co-administrators, the following administration
fees:

                    PREDECESSOR FUNDS -- ADMINISTRATION FEES*

FISCAL YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
FUND                                       BEGINNING DATE             FCNIMCO
- ----                                       --------------             -------
<S>                                      <C>                         <C>
Small Cap Value                          September 21, 1996          $ 86,925
Diversified Mid Cap                      September 23, 1996          $366,806
Diversified International                August 24, 1996             $226,250
Market Expansion Index                   NA**                            NA**
Bond                                     August 24, 1996             $416,965
Income Bond                              September 23, 1996          $105,823
Intermediate Bond                        September 21, 1996          $ 34,354
Short-Term Municipal Bond                NA**                            NA**
Tax-Free Bond                            September 14, 1996          $233,974
Michigan Municipal Bond                  September 23, 1996          $ 28,964
Michigan Municipal Money Market          September 16, 1996          $ 66,924***
Cash Management Money Market             July 13, 1996               $465,170
Treasury Cash Management
  Money Market                           NA**                            NA**
Treasury Prime Cash Management
  Money Market                           July 13, 1996               $202,003
U.S. Government Securities
  Cash Management Money Market           July 13, 1996               $466,617
Municipal Cash Management
  Money Market                           NA**                            NA**
</TABLE>

*        Fees for administration were not waived during the fiscal year ended
         December 31, 1996.

**       As of December 31, 1996, the Funds had not commenced operation.

***      Prior to September 16, 1996, NBD provided administrative services to
         the Michigan Municipal Money Market Fund as a part of the previous
         investment advisory agreement. No separate administration fees were
         incurred.

For the period from January 1, 1996 through July 13, 1996, the predecessors to
the Pegasus Cash Management Fund, the Pegasus Treasury Prime Cash Management
Fund, and the Pegasus U.S. Government Securities Cash Management Fund paid
FCNIMCO administration fees of $363,320, $132,016 and $392,231, respectively.

         Unless sooner terminated, the Administration Agreement between the
Trust and The One Group Services Company will continue in effect through
November 30, 2000. 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 may be terminated with respect to a particular Fund
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.


                                      109
<PAGE>   969

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, 3435 Stelzer Road, Columbus, Ohio 43219, a
wholly owned subsidiary of the BISYS Group, 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 October 31, 2000 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 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.



                                      110
<PAGE>   970
During the fiscal year ending June 30, 1999, the distribution fees paid by the
Class A, Class B, Class C and Service Class Shares (formerly Retirement Class
Shares) of the Trust to The One Group Services Company were as follows:


<TABLE>
<CAPTION>
                                                                                                                       SERVICE
FUND                                                 DISTRIBUTOR   CLASS A (000's)  CLASS B (000's)  CLASS C(000's)  CLASS (000's)
- ----                                                 -----------   ---------------  ---------------  --------------  -------------
<S>                                                 <C>                 <C>            <C>              <C>              <C>
U.S. Treasury Securities
Money Market                                        One Group Ser.       $3,964         $    7           $  2              0
Prime Money Market                                  One Group Ser.       $3,137             70              0              0
Municipal Money Market                              One Group Ser.       $  541         $    0           $  0              0
Ohio Municipal Money Market                         One Group Ser.       $  101         $    0           $  0              0
Equity Income                                       One Group Ser.       $  301         $1,759           $  8              0
Mid Cap Value                                       One Group Ser.       $  155         $  379           $ --(a)           0
Mid Cap Growth                                      One Group Ser.       $  292         $1,086           $ 55              0
Equity Index                                        One Group Ser.       $  936         $4,135           $231              0
Large Cap Value                                     One Group Ser.       $   49         $  187           $ --(a)           0
Balanced                                            One Group Ser.       $  159         $1,640           $  0              0
International Equity Index                          One Group Ser.       $   78         $  146           $  7              0
Large Cap Growth                                    One Group Ser.       $  712         $4,013           $ 28              0
Short-Term Bond                                     One Group Ser.       $   46         $   39           $  0              0
Intermediate Tax-Free Bond                          One Group Ser.       $   53         $   67           $  0              0
Municipal Income                                    One Group Ser.       $  370         $  699           $ 54              0
Ohio Municipal Bond                                 One Group Ser.       $   55         $  345           $  0              0
Government Bond                                     One Group Ser.       $   96         $  356           $  1              0
Ultra Short-Term Bond                               One Group Ser.       $   58         $   42           $  0              0
Treasury Only Money Market                          One Group Ser.       $    0         $    0           $  0              0
Government Money Market                             One Group Ser.       $    0         $    0           $  0              0
Institutional Prime Money Market                    One Group Ser.       $    0         $    0           $  0              0
Kentucky Municipal Bond                             One Group Ser.       $   22         $   98           $  0              0
Tax-Exempt Money Market*                            One Group Ser.          N/A            N/A            N/A            N/A
Arizona Municipal Bond                              One Group Ser.       $    4         $    3           $  0              0
W. Virginia Municipal Bond                          One Group Ser.       $   11         $   52           $  0              0
Louisiana Municipal Bond                            One Group Ser.       $  196         $   80           $  0              0
Diversified Equity                                  One Group Ser.       $  390         $  357           $ 35              0
Small Cap Growth                                    One Group Ser.       $   46         $   88           $  1              0
High Yield Bond                                     One Group Ser.       $    6         $    5           $ --(a)           0
Investor Growth                                     One Group Ser.       $  175         $1,076           $116              0
Investor Growth & Income                            One Group Ser.       $  257         $1,395           $ 98              0
Investor Conservative Growth                        One Group Ser.       $   50         $  767           $ 55              0
Investor Balanced                                   One Group Ser.       $  211         $1,342           $100              0
Treasury & Agency                                   One Group Ser.       $  170         $  382           $  0              0
Small Cap Value**                                   One Group Ser.       $   34         $   16           $ --(a)           0
Diversified Mid Cap**                               One Group Ser.       $  306         $   31           $ --(a)           0
Diversified International**                         One Group Ser.       $   48         $   12           $ --(a)           0
Market Expansion Index**                            One Group Ser.       $   --(a)      $    1           $ --(a)           0
Bond**                                              One Group Ser.       $  256         $   48           $ --(a)           0
Income Bond**                                       One Group Ser.       $   30         $   44           $  0              0
Intermediate Bond**                                 One Group Ser.       $  126         $   89           $ 34              0
Short-Term Municipal Bond**                         One Group Ser.       $    1         $   --(a)        $  0              0
Tax-Free Bond**                                     One Group Ser.       $   50         $    9           $  0              0
Michigan Municipal Bond**                           One Group Ser.       $   27         $   16           $  0              0
Michigan Municipal Money Market**                   One Group Ser.       $   87         $    0           $  0              0
Cash Management Money Market***                     One Group Ser.       $  905         $    0           $  0              0
Treasury Cash Management Money Market***            One Group Ser.       $  215         $    0           $  0              0
Treasury Prime Cash Management Money Market***      One Group Ser.       $  312         $    0           $  0              0
U.S. Government Securities Cash Management
  Money Market***                                   One Group Ser.       $  462         $    0           $  0              0
Municipal Cash Management Money Market***           One Group Ser.       $   45         $    0           $  0              0
</TABLE>


*        These Funds had not commenced operations as of June 30, 1999.

**       For the period from March 22, 1999 to June 30, 1999.

***      For the period from March 29, 1999 to June 30, 1999.


(a)      Amount is less than a $1000.


                                      111
<PAGE>   971

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 CDSC 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.

PREDECESSOR FUNDS' DISTRIBUTION AND SHAREHOLDER SERVICING PLANS

         Prior to the merger with the Trust, the Predecessor Funds (other than
the predecessors to the Cash Management Funds) entered into servicing agreements
(the "SERVICE AGREEMENTS") with servicing agents (which could include the
Predecessor Fund's investment adviser and its affiliates) (collectively, the
"SERVICE AGENTS"). The Service Agreements provided that the Service Agents would
render shareholder administrative support services to their customers who were
the beneficial owners of the Predecessor Fund shares in consideration for such
Funds' payment of up to .25% (on an annualized basis) of the average daily net
asset value of the shares held by the Service Agents and, at the Predecessor
Fund's option, the Funds could reimburse the Service Agents' out-of-pocket
expenses (such fees and expenses being collectively referred to as the "SERVICE
PLAN"). The Predecessor Funds (other than the predecessors to the Cash
Management Funds) implemented the Service Plan with respect to Class A and Class
B Shares of the Predecessor Funds.

         In addition, the Board of Trustees of the Predecessor Funds adopted a
plan under Rule 12b-1 under the 1940 Act (the "PEGASUS 12B-1 PLAN"). Pursuant to
the Pegasus 12b-1 Plan, the Funds other than the Cash Management Funds could pay
BISYS as distributor a fee of up to 0.75% of the average daily net asset value
attributable to Class B Shares and the Cash Management Funds could pay BISYS as
distributor a fee of up to 0.25% of the average daily net asset value
attributable to Service Shares. These fees were paid for advertising, marketing
and distributing such shares and for the provision of certain services to the
holders of such shares. Under the Pegasus 12b-1 Plan, BISYS was authorized to
make payments to certain financial institutions, securities dealers and other
financial industry professionals in respect of these services.



                                      112
<PAGE>   972

         For the period beginning January 1, 1999 until the date the Predecessor
Funds consolidated with One Group Mutual Funds in March, the distribution fees
paid by the Predecessor Funds were as follows:



<TABLE>
<CAPTION>

SHAREHOLDER                                       SHAREHOLDER
                                                   SERVICES           SERVICES              12b-1
                                                     FEES               FEES                FEES
FUND                                                CLASS A            CLASS B             CLASS S
- ----                                                -------            -------             -------
<S>                                             <C>                 <C>                <C>
Income Bond Fund                                $  8,617.14         $ 1,387.44         $      0.00
Intermediate Bond Fund                          $ 46,665.19         $ 1,694.32         $      0.00
Small Cap Value Fund                            $ 16,353.05         $ 7,330.92         $      0.00
Diversified Mid Cap Fund                        $143,494.78         $13,711.96         $      0.00
Diversified International Fund                  $      0.00         $ 5,145.44         $      0.00
Market Expansion Index Fund                     $     16.32         $    16.12         $      0.00
Bond Fund                                       $125,258.84         $20,101.96         $      0.00
Short-Term Municipal Bond Fund                  $    327.67         $   262.56         $      0.00
Tax-Free Bond Fund                              $ 23,900.13         $ 4,584.36         $      0.00
Michigan Municipal Bond                         $ 12,320.17         $ 4,994.12         $      0.00
Michigan Municipal Money
  Market Fund                                   $ 34,935.94         $     0.00         $      0.00
Cash Management Money Market
  Fund                                          $      0.00         $     0.00         $804,125.88
Treasury Cash Management Money
  Market Fund                                   $      0.00         $     0.00         $189,087.24
Treasury Prime Cash Management
  Money Market Fund                             $      0.00         $     0.00         $226,794.11
U.S. Government Securities Cash
  Management Money Market Fund                  $      0.00         $     0.00         $299,977.52
Municipal Cash Management
  Money Market Fund                             $      0.00         $     0.00         $ 33,703.38
</TABLE>


         During the fiscal year ending December 31, 1998, the distribution fees
paid by the Predecessor Funds were as follows:

<TABLE>
<CAPTION>
                                    SHAREHOLDER     SHAREHOLDER                      SERVICE
                                     SERVICES        SERVICES         12b-1         PLAN FEES
                                       FEES            FEES           FEES           SERVICE
FUND                                  CLASS A         CLASS B        CLASS C         SHARES
- ----                                  -------         -------        -------         ------
<S>                                   <C>            <C>            <C>              <C>
Income Bond Fund                      $ 31,428       $  1,505       $  4,515               NA
Intermediate Bond Fund                $212,255       $  1,738       $  5,214               NA
Small Cap Value Fund                  $ 72,458       $  7,983       $ 23,950               NA
Diversified Mid Cap Fund              $680,933       $ 14,688       $ 44,063               NA
Diversified International Fund        $ 98,786       $  5,653       $ 16,958               NA
Market Expansion Index Fund           $      9             NA       $      1               NA
Bond Fund                             $515,680       $ 15,036       $ 45,107               NA
Short-Term Municipal Bond Fund        $    225       $    108       $    324               NA
Tax-Free Bond Fund                    $ 99,279       $  4,252       $ 12,756               NA
Michigan Municipal Bond               $ 48,204       $  3,291       $  9,873               NA
Michigan Municipal Money
  Market Fund                         $110,571             NA             NA               NA
Cash Management Money Market
  Fund                                      NA             NA             NA       $2,930,146
Treasury Cash Management Money
  Market Fund                               NA             NA             NA       $  749,800
Treasury Prime Cash Management
  Money Market Fund                         NA             NA             NA       $  790,269
U.S. Government Securities Cash
  Management Money Market Fund              NA             NA             NA       $1,139,266
Municipal Cash Management
  Money Market Fund                         NA             NA             NA       $  154,695
</TABLE>


                                      113
<PAGE>   973

CASH COMPENSATION TO SHAREHOLDER SERVICING AGENTS


         The One Group Services Company compensates Shareholder Servicing Agents
who sell shares of the Funds. Compensation comes from sales charges, 12b-1 fees
and payments by The One Group Services Company from its own resources.
Occasionally, The One Group Services Company, at its own expense, also will
provide cash incentives which will be paid to select Shareholder Servicing
Agents. As of September 30, 1999, the Servicing Agents listed below may receive
up to 0.15% of the amount of their customer assets that are invested in the
Fund.

         Merrill Lynch
         Pershing
         Sungard
         Kemper



The One Group Services Company pays additional compensation to Shareholder
Servicing Agents for sales of over $1 million dollars of Class A shares.
Shareholder Servicing Agents receive 1.00% of the purchase price of Class A
shares for sales of $1 million to $5 million, 0.50% for sales of over $5 to $10
million, and 0.25% on amounts over $10 million.


CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT

Cash and securities owned by the Funds of the Trust are held by State Street
Bank and Trust Company, P.O. Box 8528, Boston, Massachusetts 02266-8528, ("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.


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 Funds 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.



                                      114
<PAGE>   974
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.
THE SUBCUSTODIAN

Bank One Trust Company, N.A. (the "Subcustodian") serves as Subcustodian in
connection with the Trust's securities lending activities for domestic
securities, pursuant to a Subcustodian Agreement between the Trust, State Street
and the Subcustodian and a Securities Lending Agreement between the Trust, Banc
One Investment Advisors, and the Subcustodian. The Subcustodian serves as
Subcustodian in connection with the Trust's securities lending activities for
international securities, pursuant to a Subcustodian Agreement between the
Trust, State Street and the Subcustodian and a Securities Lending Agreement
between the Trust, Banc One Investment Advisors, and the Subcustodian. The
Subcustodian is an indirect subsidiary of Bank One Corporation and an affiliate
of Banc One Investment Advisors. The Subcustodian is entitled to a fee from the
Trust under the agreements, which is calculated on an annual basis and accrued
daily, equal to:

Domestic Fee

         o        .05% of the value of collateral received from the borrower for
                  each securities loan of U.S. Government and Agency Securities;
                  and

         o        .10% of the value of collateral received from the borrower for
                  each loan of equities and corporate bonds.


International Fee

         o        .15% of the value received from the borrower for each loan of
                  foreign securities.

EXPERTS


The financial statements for the fiscal year ended June 30, 1999 have been
audited by PricewaterhouseCoopers LLP, 100 East Broad Street, Columbus, Ohio
43215, independent public accountants to the Trust, as indicated in their
reports 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 reports.



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 were audited by the predecessor auditors for such
Funds.




                                      115
<PAGE>   975


The financial statements for the Predecessor Funds for the period ended December
31, 1998, were audited by the predecessor auditors for such Funds.

The Financial Statements for the periods or years ended December 31, 1995 and
prior with respect to the predecessors of the Small Cap Value Fund, the Income
Bond Fund, and the Tax-Free Bond Fund were audited by the predecessor auditors
for such Funds.

The financial statements for the predecessors of the Cash Management Money
Market Fund, Treasury Prime Cash Management Money Market Fund, and the U.S.
Government Securities Cash Management Money Market Fund for the periods or years
prior to December 31, 1995 were audited by the predecessor auditors for such
Funds.

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 has rendered legal services to Bank One Corporation and its
subsidiary banks.


                                      116
<PAGE>   976

                             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 54 series of Shares,
which represent interests in the following:


1.       The Prime Money Market Fund;
2.       The U.S. Treasury Securities Money Market Fund;
3.       The Municipal Money Market Fund;
4.       The Ohio Municipal Money Market Fund;
5.       The Equity Income Fund;
6.       The Mid Cap Value Fund;
7.       The Mid Cap Growth Fund;
8.       The Diversified Equity Fund;
9.       The Small Cap Growth Fund;
10.      The Large Cap Value Fund;
11.      The Large Cap Growth Fund;
12.      The International Equity Index Fund;
13.      The Equity Index Fund;
14.      The Balanced Fund;
15.      The Technology Fund;
16.      The Real Estate Fund;
17.      The Income Bond Fund;
18.      The Short-Term Bond Fund;
19.      The Intermediate Bond Fund;
20.      The Government Bond Fund;
21.      The Ultra Short-Term Bond Fund;
22.      The High Yield Bond Fund;
23.      The Investor Growth Fund;
24.      The Investor Growth & Income Fund;
25.      The Investor Conservative Growth Fund;
26.      The Investor Balanced Fund;
27.      The Municipal Income Fund;
28.      The Intermediate Tax-Free Bond Fund;
29.      The Ohio Municipal Bond Fund;
30.      The West Virginia Municipal Bond Fund;
31.      The Kentucky Municipal Bond Fund;
32.      The Louisiana Municipal Bond Fund;
33.      The Arizona Municipal Bond Fund;
34.      The Treasury Only Money Market Fund;
35.      The Government Money Market Fund;
36.      The Tax-Exempt Money Market Fund;
37.      The Institutional Prime Money Market Fund;
38.      The Treasury & Agency Fund;
39.      The Small Cap Value Fund;
40.      The Diversified Mid Cap Fund;
41.      The Diversified International Fund;
42.      The Market Expansion Index Fund;
43.      The Bond Fund;
44.      The Short-Term Municipal Bond Fund;
45.      The Tax-Free Bond Fund;


                                      117
<PAGE>   977


46.      The Michigan Municipal Bond Fund;
47.      The Michigan Municipal Money Market Fund;
48.      The Cash Management Money Market Fund;
49.      The Treasury Cash Management Money Market Fund;
50.      The Treasury Prime Cash Management Money Market Fund;
51.      The U.S. Government Securities Cash Management Money Market Fund;
52.      The Municipal Cash Management Money Market Fund;
53.      The U.S. Government Securities Money Market Fund;
54.      The Treasury Prime Money Market Fund

Generally, the Funds of the Trust (other than the Institutional Money Market
Funds, the Money Market Funds and the Cash Management Funds) offer shares in
four separate classes: Class I Shares, Class A Shares, Class B and Class C
Shares. The Institutional Money Market Funds (except for the Cash Management
Funds) may offer Class S Shares. Certain of the Money Market Funds offer Service
Class Shares. The classes of shares currently offered by the Funds can be
found on under the topic "The Trust" at the beginning of this Statement of
Additional Information. In addition, please read the relevant Prospectuses for
the 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.

1.       Class C Shares are currently not available for purchase in all Funds of
         the Trust.

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, Service Class Shares and Class S
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.


                                      118
<PAGE>   978

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 One Group Mutual
Funds. Copies of the Annual Report 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 Fund, the U.S. Government Securities Money Market Fund, and the
Treasury Prime Money Market Fund because those Funds had not commenced
operations as of June 30, 1999.


                                      119
<PAGE>   979


                               MONEY MARKET FUNDS

<TABLE>
<CAPTION>
                                                                         INCEPTION        7-DAY YIELD
CLASS I SHARES                                                              DATE             6/30/99
- --------------                                                              ----             -------
<S>                                                                      <C>              <C>
U.S. Treasury Securities Money Market.....................................09/09/85              4.31%
Prime Money Market........................................................08/01/85              4.60%
Municipal Money Market....................................................06/04/87              3.27%
Ohio Municipal Money Market(1)............................................06/09/93              3.20%
Michigan Municipal Money Market...........................................01/31/91              3.09%

Treasury Only Money Market................................................04/16/93              4.46%
Government Money Market...................................................06/14/93              4.85%

Cash Management Money Market..............................................07/30/92              4.72%
U.S Government Securities Cash Management Money Market....................06/02/92              4.64%
Treasury Cash Management Money Market.....................................09/12/97              4.47%
Treasury Prime Cash Management Money Market...............................03/22/95              4.27%
Municipal Cash Management Money Market(1).................................08/18/97              3.48%
Institutional Prime Money Market..........................................04/19/99              4.97%

<CAPTION>
                                                                         INCEPTION        7-DAY YIELD
CLASS A SHARES                                                              DATE             6/30/99
- --------------                                                              ----             -------
<S>                                                                      <C>              <C>
U.S. Treasury Securities Money Market.....................................02/18/92              4.06%
Prime Money Market........................................................02/18/92              4.35%
Municipal Money Market....................................................02/18/92              3.02%
Ohio Municipal Money Market(1)............................................01/26/93              2.95%
Michigan Municipal Money Market(1)........................................01/31/91              2.84%

Cash Management Money Market..............................................01/17/95              4.47%
U.S Government Securities Cash Management Money Market....................01/17/95              4.39%
Treasury Cash Management Money Market.....................................09/12/97              4.22%
Treasury Prime Cash Management Money Market...............................03/22/95              4.02%
Municipal Cash Management Money Market(1).................................08/18/97              3.23%

<CAPTION>                                                                INCEPTION        7-DAY YIELD
CLASS B SHARES                                                              DATE             6/30/99
- --------------                                                              ----             -------
<S>                                                                      <C>              <C>
U.S. Treasury Securities Money Market.....................................11/01/96              3.31%
Prime Money Market........................................................11/01/96              3.60%

<CAPTION>                                                                INCEPTION        7-DAY YIELD
CLASS C SHARES                                                              DATE             6/30/99
- --------------                                                              ----             -------
<S>                                                                      <C>              <C>
U.S. Treasury Securities Money Market.....................................02/18/98              3.31%
</TABLE>


(1)      A portion of the income may be subject to alternative minimum tax.

The tax equivalent yields for the classes of the Municipal Money Market, Ohio
Municipal Money Market, Michigan Municipal Money Market, Municipal Cash
Management 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 Funds 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, the Treasury Prime Money Market
Fund, and the U.S. Government Securities Money Market Fund because they had not
commenced operations as of June 30, 1999. The tax equivalent effective yield for
the classes of the Municipal Money Market Fund, Ohio Municipal Money Market
Fund, the Michigan Money Market Fund, Municipal Cash Management Money Market 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.



                                      120
<PAGE>   980

                              TAX-EQUIVALENT YIELD


<TABLE>
<CAPTION>
                                                                   7 DAY
                                                                   YIELD
CLASS I SHARES                                                   06/30/99           28% TAX           39.6% TAX
- --------------                                                   --------           -------           ---------
<S>                                                              <C>                <C>               <C>
Municipal Money Market .....................................        3.27%              4.54%               5.41%
Ohio Municipal Money Market.................................        3.20%              4.44%               5.30%
Michigan Municipal Money Market*............................        3.09%              4.29%               5.12%
Municipal Cash Management Money Market*.....................        3.48%              4.83%               5.76%

<CAPTION>                                                          7 DAY
CLASS A SHARES                                                     YIELD            28% TAX           39.6% TAX
- --------------                                                     -----            -------           ---------
Municipal Money Market......................................        3.02%              4.19%               5.00%
Ohio Municipal Money Market.................................        2.95%              4.10%               4.88%
Michigan Municipal Money Market*............................        2.84%              3.94%               4.70%
Municipal Cash Management Money Market*.....................        3.23%              4.49%               5.35%
</TABLE>


*        Prior to the consolidation with the Fund, the Predecessor Fund had a
         fiscal year end of 12/31/98.


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%.

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



                                      121
<PAGE>   981

over the applicable period that would equate the initial amount invested to the
ending redeemable value of the investment. The cumulative return is calculated
as the total dollar increase or decrease in the value of an account assuming
reinvestment of all distributions divided by the original initial investment.
The average annual return for a particular class of a Fund is computed by
determining the average annual compounded rate of return over the applicable
period that would equate the initial amount invested to the ending redeemable
value of the investment. The ending redeemable value includes dividends and
capital gain distributions reinvested at net asset value. The resulting
percentages indicated the positive or negative investment results that an
investor would have experienced from changes in share price and reinvestment of
dividends and capital gains distributions.

Performance information showing a Fund's and/or particular Class's distribution
rate may be presented from time to time in advertising and sales literature
regarding the Bond Funds and Equity Funds. The distribution rate is calculated
as follows:

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 Class I 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, 1999 (calculated as described
above) is as follows:

                                      122
<PAGE>   982
                                 CLASS I SHARES


FIXED INCOME FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                               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>
Short-Term Bond                                           09/04/90    4.67%   6.00%    6.21%            6.76%    5.66%
Intermediate Tax-Free(2)                                  09/04/90    1.71%   5.70%    5.84%            6.34%    4.45%
Ohio Municipal Bond(2)                                    07/02/91    1.84%   5.37%    5.57%            6.20%    4.35%
Municipal Income(2)                                       02/09/93    3.06%   6.19%    6.11%            5.47%    4.97%
Government Bond                                           02/08/93    1.94%   6.89%    7.27%            5.76%    6.00%
Ultra Short-Term Bond                                     02/02/93    4.66%   5.93%    5.71%            5.10%    5.41%
Kentucky Municipal Bond(2)                                03/12/93    2.05%   5.27%    5.77%            4.96%    4.18%
Louisiana Municipal Bond(2)                               12/29/89    1.92%   5.09%    5.46%            6.29%    4.24%
West Virginia Municipal Bond(1),(2)                       12/31/83    1.71%   5.44%    5.31%    6.09%   7.01%    4.29%
Arizona Municipal Bond(2)                                 11/30/79    1.94%   5.24%    5.34%    6.24%   7.06%    4.32%
Treasury & Agency(1)                                      04/30/88    3.54%   6.12%    6.71%    6.87%   7.04%    5.99%
Income Bond(4)                                            03/05/93    1.94%   6.51%    7.15%            5.90%    6.14%
Intermediate Bond(5)                                      12/31/83    3.97%   7.15%    7.57%    7.60%   8.52%    6.37%
Bond(5)                                                   12/31/83    3.25%   7.77%    8.44%    8.38%   9.59%    7.06%
Short-Term Municipal Bond(5)                              05/04/98    3.21%                             3.85%    3.80%
Tax-Free Bond(6)                                          03/01/88    1.72%   6.03%    6.89%    7.58%   7.86%    4.49%
Michigan Municipal Bond(2)                                02/01/93    1.75%   6.08%    6.46%            5.84%    4.52%
</TABLE>



EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                               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>
Mid Cap Value                                             03/02/89    3.82%  17.09%   17.47%   12.46%   13.07%
Equity Income                                             07/02/87   11.29%  21.52%   22.02%   15.55%   13.76%
Equity Index                                              07/02/91   22.50%  28.76%   27.50%        %   20.00%
Large Cap Value                                           03/01/91   17.26%  21.88%   20.29%        %   14.99%
Mid Cap Growth                                            03/02/89   28.39%  27.37%   25.26%   19.04%   19.29%
International Equity Index(3)                             10/28/92   11.27%  11.80%   10.12%        %   12.61%
Balanced                                                  04/05/93   12.74%  18.27%   17.12%        %   13.56%    2.65%
Large Cap Growth                                          02/28/92   28.78%  32.52%   27.18%        %   21.06%
Small Cap Growth                                          07/01/91   -0.72%  11.65%   13.57%        %   14.71%
Diversified Equity                                        12/29/89   20.72%  28.20%   24.33%        %   18.26%
Small Cap Value(4)(5)                                     06/30/72  -13.26%  11.70%   14.38%   13.71%    9.76%
Diversified Mid Cap(5)                                    12/31/83    5.47%  17.84%   17.14%   15.20%   14.69%
Diversified International(3)(5)                           04/30/86   11.33%  10.60%    9.52%    7.44%    9.68%
Market Expansion Index(5)                                 07/31/98                                      14.90%



FUNDS OF FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99
 <CAPTION>                                                                                                     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>
Investor Conservative Growth                              12/10/96    7.01%                            10.11%   NA
Investor Balanced                                         12/10/96   11.16%                            14.44%   NA
Investor Growth & Inc.                                    12/10/96   14.11%                            17.89%   NA
Investor Growth                                           12/10/96   16.84%                            21.43%   NA
</TABLE>



                                      123
<PAGE>   983

                                 CLASS A SHARES


FIXED INCOME FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                                   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>
Short-Term Bond                                           02/18/92    4.41%    5.73%     5.94%              5.66%    5.23%
With Sales Charge                                                     1.32%    4.67%     5.29%              5.22%
Intermediate Tax-Free(2)                                  02/18/92    1.45%    5.41%     5.59%              5.44%    4.01%
With Sales Charge                                                    -3.07%    3.81%     4.63%              4.78%
Ohio Municipal Bond(2)                                    02/18/92    1.59%    5.10%     5.31%              5.65%    3.86%
With Sales Charge                                                    -2.96%    3.49%     4.34%              4.98%
Municipal Income(2)                                       02/23/93    2.80%    5.94%     5.87%              5.21%    4.46%
With Sales Charge                                                    -1.85%    4.31%     4.89%              4.46%
Government Bond                                           03/05/93    1.69%    6.62%     7.02%              5.26%    5.48%
With Sales Charge                                                    -2.92%    5.00%     6.04%              4.50%
Ultra Short-Term Bond                                     03/10/93    4.40%    5.71%     5.48%              4.88%    4.99%
With Sales Charge                                                     1.22%    4.65%     4.85%              4.37%
Kentucky Municipal Bond(2)                                01/20/95    1.79%    5.01%     5.48%              4.74%    3.73%
With Sales Charge                                                    -2.78%    3.43%     4.51%              3.98%
Louisiana Municipal Bond(2)                               12/29/89    1.67%    4.83%     5.35%              6.23%    3.82%
With Sales Charge                                                    -2.87%    3.23%     4.38%              5.72%
West Virginia Municipal Bond(1,2)                         12/31/83    1.37%    5.24%     5.09%     5.85%    6.77%    3.82%
With Sales Charge                                                    -3.21%    3.65%     4.13%     5.36%    6.45%
Arizona Municipal Bond(1,2)                               11/30/79    1.69%    4.48%     4.80%     5.83%    6.71%    3.91%
With Sales Charge                                                    -2.84%    2.90%     3.84%     5.35%    6.47%
Treasury & Agency(1)                                      04/30/88    3.30%    6.06%     6.54%     6.67%    6.83%    5.55%
With Sales Charge                                                     0.22%    4.98%     5.89%     6.33%    6.54%
Bond(5)                                                   12/31/83    2.99%    7.50%     8.28%     8.30%    9.54%    6.49%
With Sales Charge                                                    -1.62%    5.87%     7.28%     7.80%    9.22%
Income Bond(4)                                            03/05/93    1.72%    6.28%     6.87%              5.71%    5.65%
With Sales Charge                                                    -2.84%    4.65%     5.89%              4.95%
Intermediate Bond(5)                                      12/31/83    3.72%    6.85%     7.38%     7.48%    8.44%    5.79%
With Sales Charge                                                    -0.91%    5.23%     6.39%     6.99%    8.12%
Short-Term Municipal Bond(5)                              05/04/98    3.06%                                 3.50%    3.45%
With Sales Charge                                                    -0.02%                                 0.81%
Tax-Free Bond(6)                                          03/01/88    1.46%    5.76%     6.59%     7.29%    7.58%    4.02%
With Sales Charge                                                    -3.14%    4.14%     5.62%     6.80%    7.14%
Michigan Municipal Bond(2)                                02/01/93    1.58%    5.85%     6.32%              5.73%    3.97%
With Sales Charge                                                    -3.03%    4.24%     5.3%5              4.97%
High Yield Bond                                           11/13/98                                          3.53%    8.66%
With Sales Charge                                                                                          -1.12%
</TABLE>




                                      124
<PAGE>   984



EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                                   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>
Mid Cap Value                                             02/18/92    3.70%   16.82%    17.13%            14.07%
With Sales Charge                                                    -1.76%   14.73%    15.88%            13.23%
Equity Income                                             02/18/92   10.94%   21.14%    21.70%            16.53%
With Sales Charge                                                     5.12%   18.98%    20.39%            15.68%
Equity Index                                              02/18/92   22.22%   28.41%    27.15%            19.82%
With Sales Charge                                                    15.82%   26.13%    25.80%            18.94%
Large Cap Value                                           02/18/92   17.39%   21.75%    20.00%            14.45%
With Sales Charge                                                    11.22%   19.59%    18.71%            13.62%
Mid Cap Growth                                            02/18/92   27.87%   27.06%    24.97%            17.43%
With Sales Charge                                                    21.15%   24.80%    23.63%            16.57%
International Equity Index(3)                             04/23/93   11.21%   11.61%     9.93%            10.37%
With Sales Charge                                                     5.35%    9.62%     8.75%             9.41%
Balanced                                                  04/02/93   12.45%   17.94%    16.80%            13.25%     2.28%
With Sales Charge                                                     6.51%   15.83%    15.56%            12.28%
Large Cap Growth                                          02/22/94   28.43%   32.11%    26.77%            24.57%
With Sales Charge                                                    21.70%   29.75%    25.42%            23.33%
Small Cap Growth                                          07/01/91   -0.53%   11.66%    13.48%            14.66%
With Sales Charge                                                    -5.78%    9.65%    12.27%            13.90%
Diversified Equity                                        12/29/89   20.36%   27.83%    24.09%            18.14%
With Sales Charge                                                    14.02%   25.54%    22.76%            17.47%
Small Cap Value(4)(5)                                     06/30/72  -13.44%   11.24%    13.19%    13.19%   9.19%
With Sales Charge                                                   -17.96%    9.25%    12.70%    12.58%   8.96%
Diversified Mid Cap(5)                                    12/31/83    5.21%   17.54%    16.96%    15.11%  14.63%
With Sales Charge                                                    -0.32%   15.44%    15.71%    14.49%  14.23%
Diversified International                                 04/30/86   11.06%   10.29%     9.32%     7.35%   9.61%
With Sales Charge                                                     5.19%    8.33%     8.14%     6.77%   9.16%
Market Expansion Index                                    07/31/98                                        14.66%
With Sales Charge                                                                                          8.69%
</TABLE>





                                      125
<PAGE>   985
FUNDS OF FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                               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>
Investor Conservative
   Growth                                                 12/10/96    6.77%                             9.66%
With Sales Charge                                                     1.18%                             7.38%
Investor Balanced                                         12/10/96   10.70%                            14.07%
With Sales Charge                                                     4.85%                            11.70%
Investor Growth & Income                                  12/10/96   13.62%                            17.89%
With Sales Charge                                                     7.68%                            15.45%
Investor Growth                                           12/10/96   16.40%                            20.83%
With Sales Charge                                                    10.27%                            18.33%
</TABLE>



CLASS B SHARES

FIXED INCOME

<TABLE>
<CAPTION>
                                                                                                               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>
Short-Term Bond                                           01/14/94    4.02%   5.24%    5.43%            4.62%    4.88%
With Sales Charge                                                     1.05%   4.64%    5.43%            4.62%
Intermediate Tax-Free(2)                                  01/14/94    0.80%   4.77%    4.93%            3.64%    3.52%
With Sales Charge                                                    -3.99%   3.85%    4.60%            3.49%
Ohio Muni Bond(2)                                         01/14/94    1.01%   4.46%    4.67%            3.49%    3.38%
With Sales Charge                                                    -3.84%   3.54%    4.33%            3.34%
Muni Income(2)                                            01/14/94    2.14%   5.22%    5.18%            4.35%    4.04%
With Sales Charge                                                    -2.77%   4.31%    4.85%            4.20%
Government Bond                                           01/14/94    1.14%   5.98%    6.39%            4.85%    5.07%
With Sales Charge                                                    -3.68%   5.08%    6.07%            4.70%
Ultra Short Term                                          01/14/94    3.99%   5.17%    4.98%            4.54%    4.66%
With Sales Charge                                                     1.02%   4.57%    4.98%            4.54%
Kentucky Muni(2)                                          03/16/95    1.05%   4.33%                     4.85%    3.28%
With Sales Charge                                                    -3.81%   3.40%                     4.45%
Louisiana Muni(2)                                         09/16/94    1.11%   4.20%                     4.62%    3.32%
With Sales Charge                                                    -3.75%   3.27%                     4.26%
W.V. Muni Bond(1,2)                                       12/31/83    0.80%   4.62%    4.45%    5.19%   6.09%    3.34%
With Sales Charge                                                    -4.04%   3.69%    4.11%    5.19%   6.09%
Arizona Muni(1,2)                                         11/30/79    1.04%   2.78%    3.48%    4.83%   5.86%    3.32%
With Sales Charge                                                    -3.76%   1.83%    3.13%    4.83%   5.86%
Treas. & Agency(1)                                        04/30/88    2.89%   5.49%    6.01%    6.13%   6.29%    5.21%
With Sales Charge                                                    -0.03%   4.89%    6.01%    6.13%   6.29%
Income Bond(4)                                            03/05/93    0.86%   5.48%    6.23%            5.21%    5.23%
With Sales Charge                                                    -3.89%   4.59%    5.91%            5.21%
Intermediate Bond(5)                                      12/31/83    2.92%   6.21%    6.99%    7.29%   8.32%    5.52%
With Sales Charge                                                    -1.97%   5.31%    6.69%    7.29%   8.32%
Bond(5)                                                   08/26/96    2.23%   6.87%    7.92%    8.11%   9.42%    6.07%
With Sales Charge                                                    -2.61%   5.99%    7.62%    8.11%   9.42%
Short-Term Municipal Bond                                 05/04/98    2.38%                             2.92%    2.78%
With Sales Charge                                                    -0.61%                             0.33%
Tax-Free Bond Fund(6)                                     04/04/95    0.76%   4.98%                     5.15%    3.52%
With Sales Charge                                                    -4.08%   4.07%                     4.74%
Michigan Municipal Bond                                   02/01/93    0.80%   5.06%    5.84%            5.37%    3.49%
With Sales Charge                                                    -4.05%   4.14%    5.52%            5.37%
High Yield Bond                                           11/13/98                                      3.30%    8.39%
With Sales Charge                                                                                      -1.64%


EQUITY FUNDS

Mid Cap Value                                             01/14/94    2.76%  15.88%   16.29%           13.76%
With Sales Charge                                                    -1.63%  15.13%   16.07%           13.65%
Equity Income                                             01/14/94   10.18%  20.29%   20.83%           18.18%
With Sales Charge                                                     5.18%  19.59%   20.64%           18.10%
Equity Index                                              01/14/94   21.32%  27.49%   26.21%           22.48%
With Sales Charge                                                    16.32%  26.87%   26.05%           22.40%
Large Cap Value                                           01/14/94   16.30%  20.71%   19.21%           16.71%
With Sales Charge                                                    11.30%  20.02%   19.02%           16.62%
Mid Cap Growth                                            01/14/94   26.96%  26.04%   23.99%           19.67%
With Sales Charge                                                    21.96%  25.40%   23.82%           19.59%
International Equity Index                                01/14/94   10.15%  10.65%    8.97%            8.82%
With Sales Charge                                                     5.15%   9.83%    8.69%            8.70%
Balanced                                                  01/14/94   11.59%  17.07%   15.97%           13.26%    1.67%
With Sales Charge                                                     6.59%  16.34%   15.75%           13.15%
Large Cap Growth                                          01/14/94   27.54%  31.18%   25.96%           23.40%
With Sales Charge                                                    22.54%  30.60%   25.80%           23.33%
Small Cap Growth                                          09/12/94   -1.69%  10.65%                    11.97%
With Sales Charge                                                    -6.05%   9.86%                    11.70%
Diversified Equity                                        09/09/94   19.52%  26.84%                    22.49%
With Sales Charge                                                    14.52%  26.21%                    22.29%
Small Cap Value(4,5)                                      06/30/72  -13.99%  10.62%   13.29%   12.88%   9.08%
With Sales Charge                                                   -18.17%   9.80%   13.04%   12.88%   9.08%
Diversified Mid Cap(5)                                    12/31/83    4.37%  17.04%   16.66%   14.98%  14.54%
With Sales Charge                                                    -0.63%  16.30%   16.44%   14.98%  14.54%
Diversified International(5)                              04/30/86   10.33%   9.31%    8.78%    7.08%   9.40%
With Sales Charge                                                     5.33%   8.47%    8.49%    7.08%   9.40%
Market Expansion                                          07/31/98                                     15.59%
With Sales Charge                                                                                      10.59%

FUND OF FUNDS

Investor Conservative Growth                              12/10/96    6.10%                             9.00%
With Sales Charge                                                     1.10%                             7.96%
Investor Balanced                                         12/10/96   10.01%                            13.42%
With Sales Charge                                                     5.01%                            12.45%
Investor Growth & Inc.                                    12/10/96   12.93%                            17.02%
With Sales Charge                                                     7.93%                            16.09%
Investor Growth                                           12/10/96   15.57%                            20.57%
With Sales Charge                                                    10.57%                            19.69%
</TABLE>



CLASS C SHARES

FIXED INCOME FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                               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>
Municipal Income(2))                                    11/04/97      2.24%                             6.35%    3.93%
With Sales Charge                                                     1.26%                             6.35%
Intermediate Bond                                       03/22/99                                       -0.42%    5.53%
With Sales Charge                                                                                      -1.40%
Government Bond                                         03/22/99                                       -1.35%    4.83%
With Sales Charge                                                                                      -2.32%
High Yield Bond                                         03/22/99                                       -0.56%    8.33%
With Sales Charge                                                                                      -1.53%
</TABLE>


                                      125
<PAGE>   986


EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                                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>
Equity Income                      11/04/97        10.24%                                             16.39%
With Sales Charge                                   9.24%                                             16.39%
Equity Index                       11/04/97        21.52%                                             26.33%
With Sales Charge                                  20.52%                                             26.33%
Mid Cap Growth                     11/04/97        27.57%                                             25.63%
With Sales Charge                                  26.57%                                             25.63%
International Equity
   Index(3)                        11/04/97        10.78%                                             16.60%
With Sales Charge                                   9.78%                                             16.60%
Large Cap Growth                   11/04/97        27.52%                                             34.29%
With Sales Charge                                  26.52%                                             34.29%
Small Cap Growth                   11/04/97        -1.75%                                              0.77%
With Sales Charge                                  -2.62%                                              0.77%
Diversified Equity                 11/04/97        19.57%                                             24.97%
With Sales Charge                                  18.57%                                             24.97%
</TABLE>



FUNDS OF FUNDS

AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/99


<TABLE>
<CAPTION>
                                                                                                                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>
Investor Conservative
  Growth                           07/01/97         6.00%                                              8.72%
With Sales Charge                                   5.00%                                              8.72%
Investor Balanced                  07/01/97        10.04%                                             12.84%
With Sales Charge                                   9.04%                                             12.84%
Investor Growth & Income           07/01/97        12.94%                                             16.00%
With Sales Charge                                  11.94%                                             16.00%
Investor Growth                    07/01/97        15.65%                                             19.01%
With Sales Charge                                  14.65%                                             19.01%
</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 for the
         Arizona Municipal Bond, Fund and 4/30/88 for the Treasury & Agency
         Fund. Prior to the Mutual Funds' commencement of operations on 1/20/97,
         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.

(4)      Prior to September 21, 1996, the predecessor of the Small Cap Value
         Fund and the Income Bond Fund had no operating history. Except as noted
         below, performance for periods prior to such date is represented by the
         performance of Prairie Special Opportunity and Prairie Intermediate
         Bond Funds, respectively. On September 21, 1996, the assets and
         liabilities of these Prairie Funds were



                                      126
<PAGE>   987
         transferred to the predecessors of the Small Cap Value Fund and the
         Income Bond Fund.

(5)      Performance of the predecessor to the Small Cap Value Fund for periods
         prior to January 27, 1995 is represented by performance of a common
         trust fund managed by First National Bank of Chicago before the
         effective date of the registration statement of the Fund. Performance
         of the predecessor to the Diversified Mid Cap Fund (6/1/91), the
         Diversified International Fund (12/3/94), the Intermediate Bond Fund
         (6/1/91), the Bond Fund (6/1/91), and Short-Term Municipal Bond Fund
         (5/04/98) for periods to the dates shown here (inception of the Funds
         under 1940 Act) is represented by performance of certain common trust
         funds managed by NBD before the effective date of the registration
         statement of these Funds. The common trust funds were not registered
         under the 1940 Act and were not subject to certain restrictions that
         are imposed by the 1940 Act and Sub-Chapter M of the Code. If the
         common trust funds had been registered under the 1940 Act, performance
         may have been adversely affected. The common trust funds did not charge
         any expenses. Performance of the common trust funds (other than the
         common trust fund that is the predecessor to the Diversified
         International Fund) has been restated to reflect the maximum operating
         expenses charged (absent waivers and expense reimbursements) by the
         predecessor Prairie Fund upon its inception on January 27, 1995 in the
         case of the Small Cap Value Fund or by the other Funds upon their
         inception, as the case may be. Performance of the common trust fund
         that is the predecessor to the Diversified International Fund has been
         restated to reflect actual operating expenses charged after waivers and
         expense reimbursements.

(6)      Performance for periods prior to September 14, 1996 is represented by
         the performance of the Prairie Municipal Bond Fund. On such date, the
         assets and liabilities of the Prairie Municipal Bond Fund were
         transferred to the predecessor of the Tax-Free Bond Fund.

         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 Investment 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 materially identical 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



                                      130
<PAGE>   988

         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,
         Solomon 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, including those identified in the Prospectuses, 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 BALANCED 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



                                      131
<PAGE>   989

         guarantees offered by leading banks and thrifts as monitored by Bank
         Rate Monitor, and those of corporate bond and government security price
         indices of various durations. Comparative information on the Consumer
         Price Index may also be included.

         The Bond Funds, the Funds of Funds and the Balanced 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 Balanced 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.







                                      132
<PAGE>   990



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. 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.



                                      133
<PAGE>   991



As of October 4, 1999, Bank One Corporation, One First National Plaza, Chicago,
Illinois 60670 (a Delaware Corporation) through Bank Subsidiaries, acting on
behalf of their underlying accounts, held of record substantially all of the
Class I Shares of the Trust, and possessed voting or investment power as
follows:



<TABLE>
<CAPTION>
                                                                                                         PERCENT OF
                                                                                                         BENEFICIAL
                                                                                                            FUND
FUND                                                                                                      OWNERSHIP
- ----                                                                                                      ---------

<S>                                                                                                     <C>
Large Cap Growth Fund                                                                                       85.84%
Mid Cap Value Fund                                                                                          79.50%
Mid Cap Growth Fund                                                                                         72.20%
Income Bond Fund                                                                                            86.19%
Intermediate Tax-Free Bond Fund                                                                             95.61%
Prime Money Market Fund                                                                                     49.29%
U.S. Treasury Securities Money Market Fund                                                                  18.52%
Municipal Money Market Fund                                                                                 77.80%
Equity Income Fund                                                                                          91.96%
Equity Index Fund                                                                                           85.28%
Large Cap Value Fund                                                                                        78.45%
Ohio Municipal Bond Fund                                                                                    95.08%
Short-Term Bond Fund                                                                                        88.48%
International Equity Index Fund                                                                             87.09%
Balanced Fund                                                                                               70.15%
Ohio Municipal Money Market Fund                                                                            58.62%
Municipal Income                                                                                            97.36%
Kentucky Municipal Bond Fund                                                                                94.08%
Government Bond Fund                                                                                        83.75%
Ultra Short-Term Bond Fund                                                                                  76.92%
Louisiana Municipal Bond Fund                                                                               85.17%
Diversified Equity Fund                                                                                     76.94%
Small Cap Growth Fund                                                                                       82.09%
Intermediate Bond Fund                                                                                      91.15%
Arizona Municipal Bond Fund                                                                                 95.75%
West Virginia Municipal Bond Fund                                                                           99.36%
Investor Growth Fund                                                                                        53.16%
Investor Growth & Income Fund                                                                               45.89%
Investor Balanced Fund                                                                                      55.45%
Investor Conservative Growth Fund                                                                           62.10%
Treasury Only Money Market Fund                                                                             15.93%
Government Money Market Fund                                                                                16.50%
Treasury & Agency Fund                                                                                      96.38%
High Yield Bond Fund                                                                                        54.08%
Bond Fund                                                                                                   78.03%
Cash Management Money Market Fund                                                                           60.55%
Diversified Mid Cap Fund                                                                                    80.65%
Diversified International Fund                                                                              89.93%
Institutional Prime Money Market Fund                                                                       38.74%
Market Expansion Index Fund                                                                                 96.89%
Michigan Municipal Bond Fund                                                                                99.93%
Michigan Municipal Money Market Fund                                                                        70.60%
Small Cap Value Fund                                                                                        91.71%
Short-Term Municipal Bond Fund                                                                              99.53%
Tax-Free Bond Fund                                                                                          97.95%
Treasury Cash Management Money Market Fund                                                                   6.70%
Treasury Prime Cash Management Money Market Fund                                                             2.51%
US Government Securities Cash Management Money Market Fund                                                   1.58%
Municipal Cash Management Money Market Fund                                                                 78.02%
</TABLE>



As a result, Bank One Corporation may be deemed to be a "controlling person" of
Class I Shares of each of the aforementioned Funds (other than the Government
Money Market Fund, the Treasury Only Money Market Fund, the U.S. Treasury
Securities Money Market Fund, the Treasury Cash Management Money Market Fund,
the Treasury Prime Cash Management Money Market Fund, and the U.S. Government
Securities Cash Management Money Market Fund) under the Investment Company
Act of 1940.



In addition, as of October 4, 1999, 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:




                                      131
<PAGE>   992


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    30.98%              Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052


Strafe & Co                                       Arizona Municipal Bond Fund    99.79%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Strafe & Co.                                      Balanced Fund                  89.81%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Corporation                              Balanced Fund                  26.46%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH   43271

Strafe & Co.                                      Bond Fund                      79.07%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

NBD Bank NA                                       Cash Management Money Market   40.45%              Record &
Attn: Mary Ellen Bradley                          Fund                                               Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

Bank One                                          Cash Management Money Market   35.58%              Record &
Attn: Mary Ellen Bradley                          Fund                                               Beneficial
9000 Haggerty Road, Suite MI1-8217                Class A
Belleville, MI 48111-1632

Strafe & Co.                                      Cash Management Money Market   76.93%              Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211
</TABLE>

                                      132


<PAGE>   993


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      Diversified Equity Fund        79.50%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

The One Group Services Co                         Diversified International      97.11%              Record &
3435 Stelzer Road                                 Fund                                               Beneficial
Columbus, OH 43219-6004                           Class C

Strafe & Co.                                      Diversified International      90.82%              Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus, OH 43271-0211

State Street Bank & Trust Co.                     Diversified Mid Cap Fund       47.78%              Record
Cust for the IRA of                               Class C
L. Rita Kincaid
561 Westbury Woods Ct.
Westerville, OH  43081-7705

State Street Bank & Trust Co.                     Diversified Mid Cap Fund       42.53%              Record
Cust for the IRA of                               Class C
L. Rita Kincaid
561 Westbury Woods Ct.
Westerville, OH  43081-7705

State Street Bank & Trust Co.                     Mid Cap Value Fund             46.10%              Record &
Cust for the IRA of Yvonne H. Clarke              Class C                                            Beneficial
33 Jordan Rd.
Hastings HDSN, NY  10706-3919

Strafe & Co                                       Mid Cap Value Fund             82.64%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211
</TABLE>

                                      133


<PAGE>   994


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Banc One Securities Corp FBO                      Mid Cap Growth Fund            87.62%              Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville, OH 43081-4903

Strafe & Co                                       Mid Cap Growth Fund            80.62%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Strafe & Co                                       Income Bond Fund               88.71%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Strafe & Co.                                      Institutional Prime Money      55.29%              Record
BOIA-One Group Operations                         Market Fund
1111 Polaris Parkway
PO Box 710211
Columbus, OH  43271-0211

Pershing As Agent - Omnibus Account               Prime Money Market Fund        37.22%              Record
For Exclusive Benefit of                          Class A
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ 07399-0001

Strafe & Co                                       Prime Money Market Fund        74.17%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>

                                      134


<PAGE>   995


25% SHAREHOLDERS AS OF OCTOBER 4, 1999


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

Pershing As Agent - Omnibus Account               Prime Money Market Fund        99.69%              Record
For Exclusive Benefit of                          Service Class
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ   07399-0001

Pershing As Agent - Omnibus Account               US Treasury Securities Money   26.97%              Record
For Exclusive Benefit of                          Market Fund
One Group Customer Accounts                       Class A
1 Pershing Plz
Jersey City, NJ 07399-0001

BISYS Fund Services Inc                           US Treasury Securities Money   26.62%              Record
Fbo Bank One Texas Sweep                          Market Fund
Attn: Mike Bryan                                  Class A
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

Donaldson Lufkin Jenrette                         US Treasury Securities Money   55.73%              Record
Securities Corporation Inc                        Market Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052

Strafe & Co (N)                                   US Treasury Securities Money   77.72%              Record
BOIA - One Group Operations                       Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211


Pershing As Agent-Omnibus Account                 US Treasury Securities Money   96.07%              Record
For Exclusive Benefit of                          Market Fund
One Group Customer Accounts                       Service Class
1 Pershing Plz
Jersey City, NJ   07399-0001
</TABLE>


                                      135
<PAGE>   996


25% SHAREHOLDERS AS OF OCTOBER 4, 1999


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

Pershing As Agent - Omnibus Account               Municipal Money Market Fund    47.05%              Record
For Exclusive Benefit of                          Class A
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ 07399-0001

BISYS Fund Services Inc                           Municipal Money Market Fund    25.92%              Record
FBO Bank One Corporate Sweep                      Class A
Attn: Mike Bryan
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

Strafe & Co                                       Municipal Money Market Fund    96.13%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Pershing As Agent-Omnibus Account                 Municipal Money Market Fund    92.73%              Record
For Exclusive Benefit of                          Service Class
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ   07399-0001

Strafe & Co                                       Equity Income Fund             94.13%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Securities Corp Fbo                      Equity Index Fund              59.75%              Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville OH 43081-4903
</TABLE>


                                      136
<PAGE>   997


25% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      Equity Index Fund              93.61%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co                                       Large Cap Growth Fund          89.90%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Kemper Service Company                            Large Cap Value Fund           37.38%              Record
Master Account                                    Class C
FBO Participating Kemflex Plans
Attn: TA Accounting
7th Floor, 811 Main Street
Kansas City, MO  64105-2005

Donaldson Lufkin Jenrette                         Large Cap Value Fund           34.88%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ   07303-2052

Strafe & Co                                       Large Cap Value Fund           79.66%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Strafe & Co.                                      Ohio Municipal Bond Fund       91.37%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>


                                      137
<PAGE>   998


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Banc One Securities Corp Fbo                      International Equity Index      80.79%             Record
The One Investment Solution                       Fund
733 Greencrest Dr                                 Class C
Westerville OH 43081-4903

Strafe & Co.                                      International Equity Index      88.76%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Short-Term Bond Fund            90.59%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Louisiana Municipal Bond Fund   94.74%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Small Cap Growth Fund           81.34%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Small Cap Value Fund            44.63%             Record
Securities Corporation Inc                        Class C
Po Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Small Cap Value Fund            31.60%             Record
Securities Corporation Inc                        Class C
Po Box 2052
Jersey City, NJ 07303-2052

Strafe & Co.                                      Small Cap Value Fund            92.80%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>


                                      138
<PAGE>   999


25% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      Tax-Free Bond Fund              99.56%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Treasury & Agency Fund          99.84%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

NBD Bank NA                                       Treasury Cash Management        40.05%             Record &
Attn: Mary Ellen Bradley                          Money Market Fund                                  Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

Bank One                                          Treasury Cash Management        31.57%             Record &
Attn: Mary Ellen Bradley                          Money Market Fund                                  Beneficial
9000 Haggerty Road                                Class A
Suite MI1-8217
Belleville, MI 48111-1632

First National Bank of Chicago                    Treasury Cash Management        70.80%             Record
Corporate Trust Administration                    Money Market Fund
Attn: Cash Sweep Coordinator                      Class I
1 F&B Plaza, Suite 0126
Chicago, IL 60670

Strafe & Co.                                      Treasury Only Money Market      65.40%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Institutional
PO Box 710211
Columbus OH 43271-0211

Bank One                                          Treasury Prime Cash             27.46%             Record &
Attn: Mary Ellen Bradley                          Management Money Market Fund                       Beneficial
9000 Haggerty Rd., Ste MI1-8217                   Class A
Belleville, MI 48111-1632

First National Bank of Chicago                    Treasury Prime Cash             45.61%             Record
Corporate Trust Administration                    Management Money Market Fund
One N. State St., 9th Floor                       Class I
Mail ST 0126
Chicago, IL  60602-3300
</TABLE>


                                      139
<PAGE>   1000


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Bank One                                          US Government Securities Cash   43.66%             Record &
Attn: Mary Ellen Bradley                          Management Money Market Fund                       Beneficial
9000 Haggerty Rd., Ste MI1-8217                   Class A
Belleville, MI 48111-1632

First National Bank of Chicago                    US Government Securities Cash   81.74%             Record
Corporate Trust Administration                    Management Money Market Fund
One N State St, 9th Fl                            Class I
Chicago, IL 60602-3300

Pershing As Agent-Omnibus Account                 Ohio Municipal Money Market     98.51%             Record
For Exclusive Benefit of                          Fund
One Group Customer Accounts                       Class A
1 Pershing Plaza
Jersey City, NJ  07399-0001

Strafe & Co.                                      Ohio Municipal Money Market     98.06%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Banc One Securities Corp FBO                      Municipal Income Fund           33.17%             Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville OH 43081-4903

Banc One Securities Corp FBO                      Municipal Income Fund           56.56%             Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Municipal Income Fund           98.94%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Kentucky Municipal Bond Fund    94.57%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>


                                      140
<PAGE>   1001


25% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      West Virginia Municipal Bond    99.13%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Government Bond Fund            45.22%             Record
Securities Corporation Inc.                       Class C
P.O. Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Government Bond Fund            85.31%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

Strafe & Co.                                      Ultra Short Term Bond Fund      86.02%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Banc One Securities Corp FBO                      Intermediate Bond Fund          43.67%             Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville OH 43081-4903

Banc One Securities Corp FBO                      Intermediate Bond Fund          81.31%             Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Intermediate Bond Fund          93.16%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Investor Growth Fund Class I    68.82%             Record
BOIA - One Group Operations
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>


                                      141
<PAGE>   1002


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Banc One Sec Svgs Pl - Inv Grwth                  Investor Growth Fund            25.53%             Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Strafe & Co.                                      Investor Growth & Income Fund   59.54%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bank One Trust Co. NA TTEE                        Investor Growth & Income Fund   29.43%             Record
First Chicago NBD Svgs & Invsmt Pln               Class I
c/o Putnam Investments
P.O. Box 9740
Providence, RI 02940-9740

Strafe & Co.                                      Investor Balanced Fund          65.86%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Investor Conservative Growth    86.76%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Banc One Sec Svgs Pl - Inv Con Grwth              Investor Conservative Growth    25.25%             Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Strafe & Co.                                      Government Money Market Fund    69.82%             Record
BOIA - One Group Operations                       Institutional
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Securities Corp FBO                      High Yield Bond Fund Class C    62.70%             Record &
The One Investment Solution                                                                          Beneficial
733 Greencrest Dr.
Westerville, OH  43081-4903
</TABLE>


                                      142
<PAGE>   1003


25% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         High Yield Bond Fund Class C    29.78%             Record &
PO Box 2052                                                                                          Beneficial
Jersey City, NJ 07303-2052

Strafe & Co.                                      High Yield Bond Fund            53.34%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     37.51%             Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052

Strafe & Co                                       Market Expansion Index Fund     100.00%            Record
BOIA-One Group Operations                         Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Strafe & Co.                                      Michigan Municipal Bond Fund    99.98%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Pershing As Agent - Omnibus Account               Michigan Municipal Money        30.63%             Record
For Exclusive Benefit of                          Market Fund
One Group Customer Accounts                       Class A
1 Pershing Plz
Jersey City, NJ   07399-0001

NBD Michigan                                      Michigan Municipal Money        27.67%             Record &
Attn: M.E. Bradley                                Market Fund                                        Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

Strafe & Co.                                      Michigan Municipal Money        84.01%             Record
BOIA - One Group Operations                       Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211
</TABLE>


                                      143
<PAGE>   1004


25% SHAREHOLDERS AS OF OCTOBER 4, 1999

<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
NBD Bank                                          Municipal Cash Management       67.60%             Record &
9000 Haggerty Road                                Money Market Fund                                  Beneficial
Belleville, MI 48111-1632                         Class A

Strafe & Co.                                      Municipal Cash Management       100.00%            Record
BOIA - One Group Operations                       Money Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  47.92%             Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ 07303-2052

Strafe & Co.                                      Short-Term Municipal Bond Fund  99.92%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</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 1940 ACT.

                                      144
<PAGE>   1005
THE TABLE BELOW INDICATES RECORD AND BENEFICIAL OWNERS OF OVER 5% OF ANY CLASS
OF SHARES OF ANY FUND OF THE TRUST.



5% SHAREHOLDERS AS OF OCTOBER 4, 1999




<TABLE>
<CAPTION>
NAME AND                                                                        PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                    OWNERSHIP           OWNERSHIP
- -------                                           ----------                    ---------           ---------
<S>                                               <C>                            <C>                 <C>
Northern Trust Bank of AZ TTEE                    Arizona Municipal Bond Fund    20.51%              Record
For Thomas A Brand & Rev Trust                    Class A
PO Box 92956
Chicago, IL 60675-2956

Northern Trust Bank of AZ TTEE                    Arizona Municipal Bond Fund    13.21%              Record
Hazel I. Olson a/c# 02-01078                      Class A
UA DTD 09/21/1999
PO Box 929586, 801 S. Canal
Chicago, IL 60675-2956

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    11.98%              Record
Securities Corporation Inc.                       Class A
P.O. Box 2052
Jersey City, NJ  07303-2052

Gust Trust Under Agreement 1/17                   Arizona Municipal Bond Fund    10.16%              Record
Devens Gust & Mary Elizabeth Gust                 Class A
Co-Trustees
P.O. Box 25
Mule Creek, NM 88051-0025

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    8.10%               Record
Securities Corporation Inc.                       Class A
P.O. Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    6.53%               Record
Securities Corporation Inc.                       Class A
P.O. Box 2052
Jersey City, NJ  07303-2052

J. Carl Riney & Katy Riney JT Ten                 Arizona Municipal Bond Fund    5.72%               Record &
1155 E. Village Circle Drive N.                   Class A                                            Beneficial
Phoenix, AZ 85022-4812

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    5.36%               Record
Securities Corporation Inc.                       Class A
P.O. Box 2052
Jersey City, NJ  07303-2052
</TABLE>



                                      145
<PAGE>   1006
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Northern Trust Bank of AZ TTEE                    Arizona Municipal Bond Fund    20.51%              Record
For Thomas A Brand & Rev Trust                    Class A
PO Box 92956
Chicago, IL 60675-2956

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    30.98%              Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    15.71%              Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    10.85%              Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052

Carolyn S Ward                                    Arizona Municipal Bond Fund    10.67%              Record &
James D Ward JT TEN                               Class B                                            Beneficial
825 W Annandale
Tucson, AZ 85737-6923

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    10.19%              Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    7.06%               Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Arizona Municipal Bond Fund    6.87%               Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ  07303-2052
</TABLE>



                                      146
<PAGE>   1007
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Strafe & Co                                       Arizona Municipal Bond Fund    99.79%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Invesco Trust Co. TTEE                            Balanced Fund                  22.57%              Record
Scott Companies Profit Sharing Plan               Class A
PO Box 77405
Atlanta, GA  30357

Strafe & Co.                                      Balanced Fund                  89.81%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Corporation                              Balanced Fund                  26.46%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH   43271

OFDA                                              Balanced Fund                  7.05%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH   43271

Strafe & Co.                                      Bond Fund                      9.56%               Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bank One Trust Co NA TTEE                         Bond Fund                      6.63%               Record
Market Square P/S Plan                            Class A
859 Willard Street MS B-3-B
Quincy, MA 02169-7428
</TABLE>


                                      147
<PAGE>   1008
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Putnam Fiduciary Trust Co. TTEE                   Bond Fund                      6.35%               Record
Elco Textron Inc.                                 Class A
Attn: K. Barry
859 Willard St. MSE2C
Quincy, MA  02169-7428

Kemper Service Co                                 Bond Fund                      22.74%              Record
FBO Participating Kemflex Plans                   Class C
811 Main St
Kansas City, MO 64105-2005

Donaldson, Lufkin Jenrette                        Bond Fund                      10.70%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052

NFSC FEBO #H6A-776467                             Bond Fund                      10.11%              Record
Margaret A Huddleston                             Class C
1110 21st Street
Portsmouth, OH 45662-2812

Georgia Pickett Haupt                             Bond Fund                      7.69%               Record
990 East Dogwood                                  Class C
Littleton, CO  80121-2482

Donaldson, Lufkin Jenrette                        Bond Fund                      7.54%               Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052

Sonia Charles                                     Bond Fund                      6.12%               Record &
11523 West Briarwood Drive                        Class C                                            Beneficial
Lakewood, CO 80226-3711

NFSC FEBO #H6A-778397                             Bond Fund                      5.56%               Record
Lisa Huddleston                                   Class C
1110 21st Street
Portsmouth, OH 45662-2812
</TABLE>


                                      148
<PAGE>   1009
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Strafe & Co.                                      Bond Fund                      79.07%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Henry Ford Investment Mgmt                        Bond Fund                      6.50%               Beneficial
100 E. Broad Street                               Class I
Columbus OH 43215-3607

NBD Bank NA                                       Cash Management Money Market   40.45%              Record &
Attn: Mary Ellen Bradley                          Fund                                               Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

Bank One                                          Cash Management Money Market   35.58%              Record &
Attn: Mary Ellen Bradley                          Fund                                               Beneficial
9000 Haggerty Road, Suite MI1-8217                Class A
Belleville, MI 48111-1632

First National Bank of Chicago                    Cash Management Money Market   12.71%              Record &
Attn: Commercial Products                         Fund                                               Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

Bank One                                          Cash Management Money Market   10.07%              Record &
Attn: Mary Ellen Bradley                          Fund                                               Beneficial
9000 Haggerty Road, Suite MI1-8217                Class A
Belleville, MI 48111-1632

Strafe & Co.                                      Cash Management Money Market   76.93%              Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211
</TABLE>


                                      149
<PAGE>   1010
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
First National Bank of Chicago                    Cash Management Money Market   11.08%              Record
Corporate Trust Administration                    Fund
Attn: Cash Sweep Dept                             Class I
One N. State St., 9th Floor
Mail ST 0126
Chicago, IL 60602-3300

Banc One Securities Corp Fbo                      Diversified Equity Fund        13.05%              Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Diversified Equity Fund        6.07%               Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Diversified Equity Fund        79.50%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bank One Trust Co NA TTEE                         Diversified Equity Fund        6.41%               Record
First Chicago NBD Svgs & Invsmt Plan              Class I
C/O Putnam Investments
PO Box 9740
Providence, RI 02940-9740

The One Group Investor Growth & Income Fund       Diversified Equity Fund        5.13%               Record &
c/o Mark S. Redman                                Class I                                            Beneficial
3435 Stelzer Road
Columbus, OH 43219-6004
</TABLE>


                                      150
<PAGE>   1011
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Loan Collateral Account                           Diversified International      12.45%              Record
Bank One MI Pledge                                Fund
Attn: K. Kilby                                    Class A
Tricap Group LTD Partnership
382 Cranbrook Ct.
Bloombield, MI  48304-3525

Strafe & Co.                                      Diversified International      7.96%               Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class A
PO Box 710211
Columbus OH 43271-0211

The One Group Services Co                         Diversified International      97.11%              Record &
3435 Stelzer Road                                 Fund                                               Beneficial
Columbus, OH 43219-6004                           Class C

Strafe & Co.                                      Diversified International      90.82%              Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus, OH 43271-0211

The One Group Investor Growth & Income Fund       Diversified International      5.58%               Record &
3435 Stelzer Road                                 Fund                                               Beneficial
Columbus, OH 43219-6004                           Class I

NBD Bancorp Ret Plan                              Diversified International      17.32%              Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Bank One Trust Co NA TTEE                         Diversified Mid Cap Fund       8.96%               Record
American Axle & Manufacturing Inc                 Class A
Personal S/P Hourly Rate Association
900 Tower Dr
Troy, MI 48098-2810
</TABLE>


                                      151
<PAGE>   1012
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Consolidated Natural Gas                          Diversified Mid Cap            7.72%               Record
Attn: Latoya Young                                Class A
135 Santili Highway
AIM # 026-0027
Everett, MA  02149-1906

State Street Bank & Trust Co.                     Diversified Mid Cap Fund       47.78%              Record
Cust for the IRA of                               Class C
L. Rita Kincaid
561 Westbury Woods Ct.
Westerville, OH  43081-7705

State Street Bank & Trust Co.                     Diversified Mid Cap Fund       42.53%              Record
Cust for the IRA of                               Class C
L. Rita Kincaid
561 Westbury Woods Ct.
Westerville, OH  43081-7705

The One Group Services Co                         Diversified Mid Cap Fund       6.69%               Record &
3435 Stelzer Road                                 Class C                                            Beneficial
Columbus OH 43219-6004

NBD Bancorp Ret Plan                              Diversified Mid Cap Fund       8.27%               Beneficial
1111 Polaris Parkway                              Class I
Columus, OH  43271

Strafe & Co                                       Mid Cap Value Fund             6.13%               Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

State Street Bank & Trust Co.                     Mid Cap Value Fund             46.10%              Record &
Cust for the IRA of Yvonne H. Clarke              Class C                                            Beneficial
33 Jordan Rd.
Hastings HDSN, NY  10706-3919
</TABLE>


                                      152
<PAGE>   1013
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
Donaldson Lufkin Jenrette                         Mid Cap Value Fund             23.37%              Record &
Securities Corporation Inc                        Class C                                            Beneficial
P.O. Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Mid Cap Value Fund             18.45%              Record &
Securities Corporation Inc                        Class C                                            Beneficial
P.O. Box 2052
Jersey City, NJ  07303-2052

The One Group Services Co                         Mid Cap Value Fund             10.26%              Record &
3435 Stelzer Road                                 Class C                                            Beneficial
Columbus, OH 43219-6004

Strafe & Co                                       Mid Cap Value Fund             82.64%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Banc One Corporation                              Mid Cap Value Fund             9.99%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

The One Group Investor                            Mid Cap Value Fund             7.61%               Record &
Growth & Income Fund                              Class I                                            Beneficial
c/o Mark S. Redman
The One Group Services Co.
3435 Stelzer Rd.
Columbus, OH  43219-6004

Emp Ret Plan of NBD Bancorp                       Mid Cap Value Fund             7.33%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271
</TABLE>


                                      153
<PAGE>   1014
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                              <C>                             <C>                 <C>
The One Group Investor Growth Fund                Mid Cap Value Fund             5.34%               Record &
c/o Mark S. Redman                                Class I                                            Beneficial
The One Group Services Co.
3435 Stelzer Rd.
Columbus, OH  43219-6004

Banc One Securities Corp FBO                      Mid Cap Growth Fund            22.57%              Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville, OH 43081-4903

Banc One Securities Corp FBO                      Mid Cap Growth Fund            87.62%              Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville, OH 43081-4903

Strafe & Co                                       Mid Cap Growth Fund            80.62%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Banc One Corporation                              Mid Cap Growth Fund            10.86%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Donaldson Lufkin Jenrette                         Income Bond Fund               6.88%               Record
Securities Corporation Inc.                       Class A
P.O. Box 2052
Jersey City, NJ  07303-2052

Strafe & Co                                       Income Bond Fund               88.71%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211
</TABLE>


                                      154
<PAGE>   1015
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      Institutional Prime Money      55.29%              Record
BOIA-One Group Operations                         Market Fund
1111 Polaris Parkway
PO Box 710211
Columbus, OH  43271-0211

Bank One Texas NA                                 Institutional Prime Money      24.13%              Record
1717 Main St.                                     Market Fund
Dallas, TX  75201-4605

Arrow Door Company                                Institutional Prime Money      6.50%               Record
4200 Roger B Chaffee Memorial Blvd.               Market Fund
Grand Rapids, MI  49548

Bank One Illinois NA                              Institutional Prime Money      5.75%               Record
Cash Management Dept.                             Market Fund
Attn: Tony Long
Suite 0256, 6th Floor
525 W. Monroe Street
Chicago, IL  60661-3629

Dominos Pizza Nat Adv                             Institutional Prime Money      10.55%              Beneficial
1111 Polaris Parkway                              Market Fund
Columbus, OH  43271

Texas Ref Corp                                    Institutional Prime Money      6.95%               Beneficial
1111 Polaris Parkway                              Market Fund
Columbus, OH  43271

HSHS Pension                                      Institutional Prime Money      5.66%               Beneficial
1111 Polaris Parkway                              Market Fund
Columbus, OH  43271

13s Inc.                                          Institutional Prime Money      5.65%               Beneficial
1111 Polaris Parkway                              Market Fund
Columbus, OH  43271
</TABLE>


                                      155
<PAGE>   1016
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Pershing As Agent - Omnibus Account               Prime Money Market Fund        37.22%              Record
For Exclusive Benefit of                          Class A
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ 07399-0001

BISYS Fund Services Inc                           Prime Money Market Fund        20.63%              Record
Fbo Bank One Corporate Sweep                      Class A
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

Strafe & Co                                       Prime Money Market Fund        74.17%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bank One Trust Company NA                         Prime Money Market Fund        5.39%               Record
Omnibus-Corporate Cash Sweep AC                   Class I
Attn Cash Management DB3
235 W Schrock Rd
Westerville OH 43081-2874

Pershing As Agent - Omnibus Account               Prime Money Market Fund        99.69%              Record
For Exclusive Benefit of                          Service Class
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ   07399-0001

Pershing As Agent - Omnibus Account               US Treasury Securities Money   26.97%              Record
For Exclusive Benefit of                          Market Fund
One Group Customer Accounts                       Class A
1 Pershing Plz
Jersey City, NJ 07399-0001
</TABLE>



                                      156
<PAGE>   1017
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
BISYS Fund Services Inc                           US Treasury Securities Money   26.62%              Record
Fbo Bank One Texas Sweep                          Market Fund
Attn: Mike Bryan                                  Class A
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

BISYS Fund Services Inc                           US Treasury Securities Money   18.03%              Record
Fbo Bank One Corporate Sweep                      Market Fund
Attn: Mike Bryan                                  Class A
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

BISYS Fund Services Inc                           US Treasury Securities Money   13.39%              Record
Fbo Bank One Securities                           Market Fund
Attn: Mike Bryan                                  Class A
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

State Street Bank & Trust Co.                     US Treasury Securities Money   10.50%              Record
Cust for the Rollover IRA of Frederick R.         Market Fund
Holliday                                          Class B
7676 Cashel Ct.
Dublin, OH  43017-2646

State Street Bank & Trust Co.                     US Treasury Securities Money   7.74%               Record
Director R/O Louis J. Caswell                     Market Fund
3825 Deer Rund Road                               Class B
Lake Charles, LA  70611-7023

Donaldson Lufkin Jenrette                         US Treasury Securities Money   7.25%               Record
PO Box 2052                                       Market Fund
Jersey City, NJ 07303-2052                        Class B

Donaldson Lufkin Jenrette                         US Treasury Securities Money   5.64%               Record
PO Box 2052                                       Market Fund
Jersey City, NJ 07303-2052                        Class B
</TABLE>



                                      157
<PAGE>   1018
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         US Treasury Securities Money   5.40%               Record
PO Box 2052                                       Market Fund
Jersey City, NJ 07303-2052                        Class B

Donaldson Lufkin Jenrette                         US Treasury Securities Money   55.73%              Record
Securities Corporation Inc                        Market Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         US Treasury Securities Money   14.30%              Record
Securities Corporation Inc                        Market Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         US Treasury Securities Money   12.38%              Record
Securities Corporation Inc                        Market Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052

Strafe & Co (N)                                   US Treasury Securities Money   77.72%              Record
BOIA - One Group Operations                       Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Bank one Trust Company NA                         US Treasury Securities Money   10.99%              Record
Omnibus-Corporate Cash Sweep AC                   Market Fund
235 W Schrock Rd                                  Class I
Westerville OH 43081-2874

First National Bank of Chicago                    US Treasury Securities Money   6.16%               Record
Corporate Trust Administration                    Market Fund
1 F&B Plaza, Ste. 0126                            Class I
Chicago, IL 60670

Americredit 1999-c Prefunding                     US Treasury Securities Money   5.52%               Record
1111 Polaris Parkway                              Market Fund
Columbus, OH 43271                                Class I
</TABLE>



                                      158
<PAGE>   1019
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Pershing As Agent-Omnibus Account                 US Treasury Securities Money   96.07%              Record
For Exclusive Benefit of                          Market Fund Service Class
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ   07399-0001

Pershing As Agent - Omnibus Account               Municipal Money Market Fund    47.05%              Record
For Exclusive Benefit of                          Class A
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ 07399-0001

BISYS Fund Services Inc                           Municipal Money Market Fund    25.92%              Record
FBO Bank One Corporate Sweep                      Class A
Attn: Mike Bryan
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

Strafe & Co                                       Municipal Money Market Fund    96.13%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Pershing As Agent-Omnibus Account                 Municipal Money Market Fund    92.73%              Record
For Exclusive Benefit of                          Service Class
One Group Customer Accounts
1 Pershing Plz
Jersey City, NJ   07399-0001

The One Group Services Company                    Municipal Money Market Fund    7.06%               Record
c/o fund Administration                           Service Class
3435 Stelzer Road
Columbus, OH  43219-6004

Donaldson Lufkin Jenrette                         Equity Income Fund             13.59%              Record
Securities Corporation Inc                        Class C
PO Box 2052
Jersey City, NJ  07303-2052
</TABLE>



                                      159
<PAGE>   1020
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
UMB Bank Cust Fbo                                 Equity Income Fund             7.26%               Record
Bruce W Young IRA                                 Class C
718 Sycamore Ave SPC 200
Vista CA 92083-7952

Donaldson Lufkin Jenrette                         Equity Income Fund             5.84%               Record
Securities Corporation Inc                        Class C
PO Box 2052
Jersey City, NJ  07303-2052

NFSC FEBO # ALT-007870                            Equity Income Fund             5.75%               Record
Ragsdale Investments Limited Par                  Class C
5644 N Homestead Ln.
Scottsdale, AZ  85253-5013

First Union Securities, Inc.                      Equity Income Fund             5.60%               Record
A/C 2266-9058                                     Class C
Clifford J Cutler PSP & Trust
111 East Kilbourn Ave.
Milwaukee, WI  53202-6611

Lillian M Tepas TTEE                              Equity Income Fund             5.43%               Record
Under Declaration of TST                          Class C
510 Princeton Greens Ct.
Sun City Ctr, FL  33573-7024

Strafe & Co                                       Equity Income Fund             94.13%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Securities Corp Fbo                      Equity Index Fund              21.90%              Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville OH 43081-4903
</TABLE>



                                      160
<PAGE>   1021
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Banc One Securities Corp Fbo                      Equity Index Fund              59.75%              Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Equity Index Fund              93.61%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Sec Svgs Plan -Equity Fund               Equity Index Fund              14.20%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Cons Power Union Welfare Benefit                  Equity Index Fund              8.22%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Banc One Securities Corp. FBO                     Large Cap Growth Fund          24.35%              Record
The One Investment Solution                       Class C
733 Greencrest Dr.
Westerville, OH  43081

Kemper Service Company                            Large Cap Growth Fund          12.38%              Record
Master Account                                    Class C
FBO Participating Kemflex Plans
Attn: TA Accounting 7th Floor
811 Main Street
Kansas City, MO 64105-2005

Strafe & Co                                       Large Cap Growth Fund          89.90%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211
</TABLE>



                                      161
<PAGE>   1022
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Banc One Sec Svgs Plan                            Large Cap Growth Fund          8.51%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Banc One Corporation                              Large Cap Growth Fund          7.18%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Kemper Service Company                            Large Cap Value Fund           37.38%              Record
Master Account                                    Class C
FBO Participating Kemflex Plans
Attn: TA Accounting
7th Floor, 811 Main Street
Kansas City, MO  64105-2005

Donaldson Lufkin Jenrette                         Large Cap Value Fund           34.88%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ   07303-2052

Donaldson Lufkin Jenrette                         Large Cap Value Fund           7.90%               Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ   07303-2052

Strafe & Co                                       Large Cap Value Fund           79.66%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Banc One Corporation                              Large Cap Value Fund           17.90%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

The One Group Investor Growth & Income Fund       Large Cap Value Fund           7.78%               Record &
The One Group Services Company                    Class I                                            Beneficial
3435 Stelzer Road
Columbus, OH 43219-6004
</TABLE>



                                      162
<PAGE>   1023
5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
The One Group Investor Growth Fund                Large Cap Value Fund           5.76%               Record &
c/o Mark S. Redman                                Class I                                            Beneficial
3435 Stelzer Road
Columbus, OH 43219-6004

Donaldson Lufkin Jenrette                         Ohio Municipal Bond Fund       7.47%               Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Ohio Municipal Bond Fund       5.58%               Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Ohio Municipal Bond Fund       91.37%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

NES Group Inc Corp Investmt Act                   Ohio Municipal Bond Fund       9.69%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Key Trust Comp of OH CUST TTEE                    Ohio Municipal Bond Fund       6.92%               Record
NES Group                                         Class I
PO Box 98470
Cleveland, OH 44101-4870

Firstar Trust Co TTEE                             International Equity Index     7.87%               Record
FBO Milwaukee Foundation - Equity                 Fund
P.O. Box 1787                                     Class A
Milwaukee WI 53201-1787
</TABLE>



                                      163
<PAGE>   1024

5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Loan Collateral Account                           International Equity Index     7.45%               Record
Bank One MI Pledgee                               Fund
Attn: K. Kilby                                    Class A
Tricap Group LTD Partnership
382 Cranbrook Ct.
Bloomfienld, MI  48304-3525

Banc One Securities Corp Fbo                      International Equity Index     80.79%              Record
The One Investment Solution                       Fund
733 Greencrest Dr                                 Class C
Westerville OH 43081-4903

Kemper Service Company                            International Equity Index     6.03%               Record
Master Account                                    Fund
FBO Participating Kemflex Plans                   Class C
Attn: TA Accounting 7th Floor
811 Main Street
Kansas City, MO  64105-2005

Strafe & Co.                                      International Equity Index     88.76%              Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Banc One Corporation                              International Equity Index     14.70%              Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271-0211                          Class I

Strafe & Co.                                      Short-Term Bond Fund           10.44%              Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Strafe & Co.                                      Short-Term Bond Fund           90.59%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>



                                      164
<PAGE>   1025

5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      Louisiana Municipal Bond Fund  94.74%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bancroft Enterprises                              Louisiana Municipal Bond Fund  5.68%               Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH   43271

Melvin Skol                                       Small Cap Growth Fund          11.44%              Record &
2811 Scley St                                     Class C                                            Beneficial
Erie, PA 16508-1719

Judith M Torrico                                  Small Cap Growth Fund          10.25%              Record &
101 Nicholson St                                  Class C                                            Beneficial
Buffalo, NY 14214-1128

Donaldson Lufkin Jenrette                         Small Cap Growth Fund          8.13%               Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Small Cap Growth Fund          5.84%               Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ  07303-2052

William G Hines                                   Small Cap Growth Fund          5.80%               Record
Ruth M Hines Jt Ten                               Class C
4101 McLaughlin Rd.
McKean, PA  16426-2034

Strafe & Co.                                      Small Cap Growth Fund          81.34%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

The One Group Investor Growth Fund                Small Cap Growth Fund          6.98%               Record &
c/o Mark S. Redman                                Class I                                            Beneficial
3435 Stelzer Road
Columbus OH 43219-6004
</TABLE>



                                      165
<PAGE>   1026

5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Bank One Trust Co NA TTEE                         Small Cap Value Fund           13.11%              Record
Bankers Systems Inc                               Class A
Employees Profit Sharing Plan
107 N Cross Street, Ste. 2092
Wheaton, IL 60187-5317

Strafe & Co.                                      Small Cap Value Fund           9.98%               Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Small Cap Value Fund           44.63%              Record
Securities Corporation Inc                        Class C
Po Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Small Cap Value Fund           31.60%              Record
Securities Corporation Inc                        Class C
Po Box 2052
Jersey City, NJ 07303-2052

The One Group Services Co                         Small Cap Value Fund           19.20%              Record &
3435 Stelzer Road                                 Class C                                            Beneficial
Columbus, OH 43219-6004

Strafe & Co.                                      Small Cap Value Fund           92.80%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

BF Goodrich Pension                               Small Cap Value Fund           11.31%              Beneficial
100 E Broad Street                                Class I
Columbus, OH 43215-3607

Donaldson Lufkin Jenrette                         Tax-Free Bond Fund             6.38%               Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052
</TABLE>



                                      166
<PAGE>   1027


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Tax-Free Bond Fund             5.04%               Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052

Strafe & Co.                                      Tax-Free Bond Fund             99.56%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Treasury & Agency Fund         9.53%               Record
Securities Corporation Inc.                       Class A
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Treasury & Agency Fund         6.27%               Record
Securities Corporation Inc.                       Class A
PO Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Treasury & Agency Fund         99.84%              Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

NBD Bank NA                                       Treasury Cash Management       40.05%              Record &
Attn: Mary Ellen Bradley                          Money Market Fund                                  Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

Bank One                                          Treasury Cash Management       31.57%              Record &
Attn: Mary Ellen Bradley                          Money Market Fund                                  Beneficial
9000 Haggerty Road                                Class A
Suite MI1-8217
Belleville, MI 48111-1632

Bank One                                          Treasury Cash Management       15.85%              Record &
Attn: Mary Ellen Bradley                          Money Market Fund                                  Beneficial
9000 Haggerty Road                                Class A
Suite MI1-8217
Belleville, MI 48111-1632
</TABLE>



                                      167
<PAGE>   1028


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
First National Bank of Chicago                    Treasury Cash Management       12.52%              Record
Attn: Commercial Products                         Money Market Fund
9000 Haggerty Rd.                                 Class A
Belleville, MI 48111-8217

First National Bank of Chicago                    Treasury Cash Management       70.80%              Record
Corporate Trust Administration                    Money Market Fund
Attn: Cash Sweep Coordinator                      Class I
1 F&B Plaza, Suite 0126
Chicago, IL 60670

Strafe & Co.                                      Treasury Cash Management       16.93%              Record
BOIA - One Group Operations                       Money Market Fund
1111 Polaris Parkway                              Class I
P.O. Box 710211
Columbus, OH  43271-0211

Banc One Leasing                                  Treasury Cash Management       8.92%               Beneficial
1111 Polaris Parkway                              Money Market Fund
Columbus, OH   43271                              Class I

First National Bank of Chicago                    Treasury Cash Management       8.04%               Record
Corporate Trust Administration                    Money Market Fund
Attn: Cash Sweep Coordinator                      Class I
One N. State Street, 9th Floor
Chicago, IL  60602-3300

Bloomingdale S.D. Agency                          Treasury Cash Management       6.50%               Beneficial
1111 Polaris Parkway                              Money Market Fund
Columbus, OH   43271                              Class I

Strafe & Co.                                      Treasury Only Money Market     65.40%              Record
BOIA - One Group Operations                       Fund Institutional
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

BISYS Fund Services Inc                           Treasury Only Money Market      12.00%             Record
FBO Bank One Corporate Sweep                      Fund Institutional
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004
</TABLE>



                                      168
<PAGE>   1029


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
BISYS Fund Services Inc                           Treasury Only Money Market      6.65%              Record
FBO Bank One Corporate Sweep                      Fund Institutional
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

First National Bank of Chicago                    Treasury Only Money Market      6.23%              Record
Corporate Trust Administration                    Fund Institutional
Attn: Cash Sweep Coordinator
One N. State Street, 9th Floor
Mail St 0126
Chicago, IL  60602-3300

Bank One                                          Treasury Prime Cash             27.46%             Record &
Attn: Mary Ellen Bradley                          Management Money Market Fund                       Beneficial
9000 Haggerty Rd., Ste MI1-8217                   Class A
Belleville, MI 48111-1632

American National Bank                            Treasury Prime Cash             23.63%             Record &
Corporate Trust Division                          Management Money Market Fund                       Beneficial
Attn: SEI Trust-First Chicago Team                Class A
1 Freedom Drive
Oaks, PA  19456

First National Bank of Chicago                    Treasury Prime Cash             21.39%             Record
Corporate Trust Administration                    Management Money Market Fund
Attn: Cash Sweep Coordinator                      Class A
One N. State St., 9th Floor
Mail ST 0126
Chicago, IL 60602-3300

First National Bank of Chicago                    Treasury Prime Cash             14.45%             Record &
Attn: Commercial Products                         Management Money Market Fund                       Beneficial
9000 Haggerty Rd.                                 Class A
Belleville, MI  48111-8217

Bank One                                          Treasury Prime Cash             6.11%              Record &
Attn: Mary Ellen Bradley                          Management Money Market Fund                       Beneficial
9000 Haggerty Rd.                                 Class A
Suite MI1-8217
Belleville, MI 48111-1632
</TABLE>



                                      169
<PAGE>   1030


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
First National Bank of Chicago                    Treasury Prime Cash             45.61%             Record
Corporate Trust Administration                    Management Money Market Fund
One N. State St., 9th Floor                       Class I
Mail ST 0126
Chicago, IL  60602-3300

Hella North America Holding Inc.                  Treasury Prime Cash             24.42%             Record &
1101 Vincennes Avenue                             Management Money Market Fund                       Beneficial
P.O. Box 398                                      Class I
Flora, IL 62839-0398

Strafe & Co.                                      Treasury Prime Cash             15.52%             Record
BOIA - One Group Operations                       Management Money Market Fund
1111 Polaris Parkway                              Class I
P.O. Box 710211
Columbus, OH 43271-0211

Bank One Illinois NA                              Treasury Prime Cash             11.68%             Record &
Cash Management Department                        Management Money Market Fund                       Beneficial
Attn: Tony Long                                   Class I
Suite 0256 6th Floor
525 W. Monroe St.
Chicago, IL 60661-3629

Bank One                                          US Government Securities Cash   43.66%             Record &
Attn: Mary Ellen Bradley                          Management Money Market Fund                       Beneficial
9000 Haggerty Rd., Ste MI1-8217                   Class A
Belleville, MI 48111-1632

First National Bank of Chicago                    US Government Securities Cash   22.93%             Record &
Attn: Commercial Products                         Management Money Market Fund                       Beneficial
9000 Haggerty Rd.                                 Class A
Belleville, MI 48111-8217

American National Bank                            US Government Securities Cash   14.39%             Record &
Corporate Trust Division                          Management Money Market Fund                       Beneficial
Attn: SEI Trust-First Chicago Team                Class A
1 Freedom Dr.
Oaks, PA 19456

Bank One                                          US Government Securities Cash   9.46%              Record &
Attn: Mary Ellen Bradley                          Management Money Market Fund                       Beneficial
9000 Haggerty Rd., Suite MI1-8217                 Class A
Belleville, MI 48111-1632
</TABLE>



                                      170
<PAGE>   1031


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
First National Bank of Chicago                    US Government Securities Cash   81.74%             Record
Corporate Trust Administration                    Management Money Market Fund
One N State St, 9th Fl                            Class I
Chicago, IL 60602-3300

First National Bank of Chicago                    US Government Securities Cash   7.26%              Record
Corporate Trust Administration                    Management Money Market Fund
Attn: Cash Sweep Coordinator                      Class I
1 F&B Plaza, Ste. 0126
Chicago, IL 60670

Strafe & Co.                                      US Government Securities Cash   6.93%              Record
BOIA - One Group Operations                       Management Money Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Pershing As Agent-Omnibus Account                 Ohio Municipal Money Market     98.51%             Record
For Exclusive Benefit of                          Fund
One Group Customer Accounts                       Class A
1 Pershing Plaza
Jersey City, NJ  07399-0001

Strafe & Co.                                      Ohio Municipal Money Market     98.06%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Wallick Construction                              Ohio Municipal Money Market     11.59%             Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Henny Penny Corp                                  Ohio Municipal Money Market     7.68%              Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Douglas & Lois Peacock                            Ohio Municipal Money Market     6.28%              Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Harriet J. Goldberg Custody                       Ohio Municipal Money Market     5.89%              Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I
</TABLE>



                                      171
<PAGE>   1032


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
KRN LTD Partnership                               Ohio Municipal Money Market     5.61%              Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Akron Stadium Reserve Account                     Ohio Municipal Money Market     5.32%              Beneficial
100 E. Broad Street                               Fund
Columbus, OH 43215-3607                           Class I

Banc One Securities Corp FBO                      Municipal Income Fund           33.17%             Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville OH 43081-4903

Banc One Securities Corp FBO                      Municipal Income Fund           56.56%             Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Municipal Income Fund           98.94%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette
Securities Corporation Inc                        Kentucky Municipal Bond Fund    17.13%             Record
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Kentucky Municipal Bond Fund    5.78%              Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Kentucky Municipal Bond Fund    94.57%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    14.18%             Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052
</TABLE>



                                      172
<PAGE>   1033


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    11.38%             Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    8.32%              Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    7.72%              Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    7.10%              Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    6.03%              Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    5.88%              Record
Securities Corporation Inc                        Fund
PO Box 2052                                       Class A
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         West Virginia Municipal Bond    8.54%              Record
Securities Corporation Inc.                       Fund
PO Box 2052                                       Class B
Jersey City, NJ  07303-2052

Strafe & Co.                                      West Virginia Municipal Bond    99.13%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211
</TABLE>



                                      173
<PAGE>   1034


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Government Bond Fund            45.22%             Record
Securities Corporation Inc.                       Class C
P.O. Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Government Bond Fund            21.80%             Record
Securities Corporation Inc.                       Class C
P.O. Box 2052
Jersey City, NJ  07303-2052

Banc One Securities Corp. FBO                     Government Bond Fund            19.35%             Record
The One Investment Solution                       Class C
733 Greencrest Drive
Westerville, OH 43081-4903

Donaldson Lufkin Jenrette                         Government Bond Fund            5.67%              Record
Securities Corporation Inc.                       Class C
P.O. Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Government Bond Fund            85.31%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

Investment Company Institute                      Ultra Short Term Bond Fund      7.77%              Record
1401 H St NW                                      Class A
Washington, DC  20005-2110

Donaldson Lufkin Jenrette                         Ultra Short Term Bond Fund      5.51%              Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Ultra Short Term Bond Fund      86.02%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211
</TABLE>



                                      174
<PAGE>   1035

5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
The One Group Investor Balanced Fd                Ultra Short Term Bond Fund      5.66%              Record &
c/o Mark S. Redman                                Class I                                            Beneficial
The One Group Services Company
3435 Stelzer Road
Columbus, OH 43219-6004

RC Archdiocese                                    Ultra Short Term Bond Fund      5.46%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Banc One Securities Corp FBO                      Intermediate Bond Fund          43.67%             Record
The One Investment Solution                       Class A
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Intermediate Bond Fund          5.45%              Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Banc One Securities Corp FBO                      Intermediate Bond Fund          81.31%             Record
The One Investment Solution                       Class C
733 Greencrest Dr
Westerville OH 43081-4903

Strafe & Co.                                      Intermediate Bond Fund          93.16%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

INVESCO Trust Co                                  Investor Growth Fund            5.23%              Record
Hudson, Potts & Bernstein                         Class A
LLC Employees Profit Sharing Plan
PO Box 77405
Atlanta, GA  30357-1405

Strafe & Co.                                      Investor Growth Fund Class I    68.82%             Record
BOIA - One Group Operations
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211
</TABLE>



                                      175
<PAGE>   1036


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Bank One TTEE                                     Investor Growth Fund            12.31%             Record
Brillion Iron Works P/S                           Class I
190 Heatherdown Drive
Westerville OH 43081-2868

Banc One Sec Svgs Pl - Inv Grwth                  Investor Growth Fund            25.53%             Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Virginia R Corrin                                 Investor Growth Fund            9.38%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Ind. Fam Coll. Sav. Plan                          Investor Growth Fund            8.16%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Bank One Trust Co. NA TTEE                        Investor Growth & Income Fund   9.90%              Record
Clarian Health Partners Inc.                      Class A
Defined Contribution Plan
c/o Putnam Investments
P.O. Box 9740
Providence, RI 02940-9740

BISYS Brokerage Services Inc                      Investor Growth & Income Fund   6.90%              Record
FBO Kelly Retirement Plus                         Class A
PO Box 4054
Concord, CA 94524-4054

Donaldson Lufkin Jenrette                         Investor Growth & Income Fund   6.32%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ  07303-2052

Kemper Service Company                            Investor Growth & Income Fund   6.27%              Record
Master Account                                    Class C
FBO Participating Kemflex Plans
Attn: TA Accounting, 7th Floor
811 Main Street
Kansas City, MO  64105-2005
</TABLE>



                                      176
<PAGE>   1037


5% SHAREHOLDERS AS OF OCTOBER 4, 1999



<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Investor Growth & Income Fund   5.19%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Investor Growth & Income Fund   59.54%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bank One Trust Co. NA TTEE                        Investor Growth & Income Fund   29.43%             Record
First Chicago NBD Svgs & Invsmt Pln               Class I
c/o Putnam Investments
P.O. Box 9740
Providence, RI 02940-9740

Banc One Sec Svgs Plan                            Investor Growth & Income Fund   12.44%             Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Revco D.S., Inc. Serp - Trust A                   Investor Growth & Income Fund   5.65%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

DWPLLC/Target BNF-Bal Fd                          Investor Growth & Income Fund   5.07%              Beneficial
100 E Broad Street                                Class I
Columbus, OH 43215-3607

Strafe & Co.                                      Investor Balanced Fund          7.01%              Record
BOIA - One Group Operations                       Class A
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Kemper Service Company                            Investor Balanced Fund          5.46%              Record
Master Account                                    Class C
FBO Participating Kemflex Plans
Attn: TA Accounting, 7th Floor
811 Main Street
Kansas City, MO  64105-2005
</TABLE>



                                      177
<PAGE>   1038


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Investor Balanced Fund          5.33%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ  07303-2052

Strafe & Co.                                      Investor Balanced Fund          65.86%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

First Chicago NBD TTEE                            Investor Balanced Fund          17.34%             Record
First Chicago NBD Svgs & Invsmt Plan              Class I
C/O Putnam Investments
PO Box 9740
Providence, RI 02940-9740

Kenosha Carpenters #161 Pens-Mgd                  Investor Balanced Fund          8.37%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Centennial Liquor Retirement Plan                 Investor Balanced Fund          7.35%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Donaldson Lufkin Jenrette                         Investor Conservative Growth    6.71%              Record
Securities Corporation Inc.                       Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Investor Conservative Growth    5.92%              Record
Securities Corporation Inc.                       Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Investor Conservative Growth    5.52%              Record
Securities Corporation Inc.                       Fund
PO Box 2052                                       Class C
Jersey City, NJ  07303-2052
</TABLE>



                                      178
<PAGE>   1039

5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Strafe & Co.                                      Investor Conservative Growth    86.76%             Record
BOIA - One Group Operations                       Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Banc One Sec Svgs Pl - Inv Con Grwth              Investor Conservative Growth    25.25%             Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Kenosha Carpenters #161 Pens-Mgd                  Investor Conservative Growth    14.15%             Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Bank One Inv Option Plan                          Investor Conservative Growth    10.23%             Beneficial
1111 Polaris Parkway                              Fund
Columbus, OH  43271                               Class I

Strafe & Co.                                      Government Money Market Fund    69.82%             Record
BOIA - One Group Operations                       Institutional
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Bank One Texas NA                                 Government Money Market Fund    9.46%              Record &
1717 Main St                                      Institutional                                      Beneficial
Dallas TX 75201-4605

BWC - JP Morgan                                   Government Money Market Fund    6.59%              Beneficial
1111 Polaris Parkway
Columbus, OH 43271

BWC -  Western Asset                              Government Money Market Fund    6.06%              Beneficial
1111 Polaris Parkway
Columbus, OH 43271

BWC  - John Hancock                               Government Money Market Fund    5.05%              Beneficial
1111 Polaris Parkway
Columbus, OH 43271
</TABLE>



                                      179
<PAGE>   1040

5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
BISYS Fund Services Inc                           Government Money Market Fund    5.24%              Record
FBO Bank One Corporate Sweep                      Institutional
Attn: Mike Bryan
3435 Stelzer Road Suite 1000
Columbus OH 43219-6004

Donoaldson Lufkin Jenrette                        High Yield Bond Fund Class B    7.37%              Record
PO Box 2052
Jersey City, NJ 07303-2052

Banc One Securities Corp FBO                      High Yield Bond Fund Class C    62.70%             Record &
The One Investment Solution                                                                          Beneficial
733 Greencrest Dr.
Westerville, OH  43081-4903

Donoaldson Lufkin Jenrette                        High Yield Bond Fund Class C    29.78%             Record &
PO Box 2052                                                                                          Beneficial
Jersey City, NJ 07303-2052

Strafe & Co.                                      High Yield Bond Fund            53.34%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

The One Group Investor Growth & Income Fund       High Yield Bond Fund            17.19%             Record &
3435 Stelzer Road                                 Class I                                            Beneficial
Columbus OH 43219-6004

The One Group Investor Balanced Fund              High Yield Bond Fund            16.34%             Record &
3435 Stelzer Road                                 Class I                                            Beneficial
Columbus OH 43219-6004

Empl Ret Plan of NBD Bancorp                      High Yield Bond Fund            10.46%             Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271

Banc One Corporation                              High Yield Bond Fund            7.55%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH 43271
</TABLE>



                                      180
<PAGE>   1041


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
The One Group Investor Growth Fund                High Yield Bond Fund            7.51%              Record &
3435 Stelzer Road                                 Class I                                            Beneficial
Columbus OH 43219-6004

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     13.27%             Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     13.18%             Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

UMB Bank Cust                                     Market Expansion Index Fund     8.45%              Record
FBO Robert R. Barela IRA                          Class A
9578 Smoke Tree Avenue
Fountain Valley, CA  92708-7258

State Street Bank & Trust Co.                     Market Expansion Index Fund     6.59%              Record
Cust for the IRA of                               Class A
FBO Michael L. Thiel
1865 Lazy Ridge Ct.
Chesterfield, MO  63017-5215

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     6.18%              Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ  07303-2052

Jose B Zavala                                     Market Expansion Index Fund     5.42%              Record
Maria E. Zavala JT TEN                            Class A
1238 Selma
Westland, MI  48186-4031

State Street Bank and Trust Co.                   Market Expansion Index Fund     5.26%              Record
Cust for the 403B of Darcy A. Young               Class A
99 Theresa Ct.
West Seneca, NY  14224-4715

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     37.51%             Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052
</TABLE>



                                      181
<PAGE>   1042


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
State Street Bank & Trust Co                      Market Expansion Index Fund     11.86%             Record
Cust for the IRA of                               Class C
Patricia L Burke
716 Running Creek Dr
Arlington, TX 76001-7524

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     10.99%             Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052

State Street Bank & Trust Co                      Market Expansion Index Fund     9.16%              Record
Cust for the 403(b) of                            Class C
Lois J Hayward
14110 Patterson Dr
Shelby TWP, MI 48315-4292

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     8.69%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Market Expansion Index Fund     8.08%              Record
Securities Corporation Inc.                       Class C
PO Box 2052
Jersey City, NJ 07303-2052

The One Group Services Co                         Market Expansion Index Fund     6.91%              Record &
3435 Stelzer Road                                 Class C                                            Beneficial
Columbus, OH 43219-6004

Strafe & Co                                       Market Expansion Index Fund     100.00%            Record
BOIA-One Group Operations                         Class I
1111 Polaris Parkway
PO Box 710211
Columbus, OH 43271-0211

Dow Chemical                                      Market Expansion Index Fund     7.07%              Beneficial
100 E. Broad Street                               Class I
Columbus, OH 43215

Wendy M Alterman                                  Michigan Municipal Bond Fund    5.42%              Record &
271 Lone Pine                                     Class A                                            Beneficial
Bloomfield, MI 48304-3428
</TABLE>



                                      182
<PAGE>   1043


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Michigan Municipal Bond Fund    5.85%              Record
Securities Corporation Inc.                       Class B
PO Box 2052
Jersey City, NJ 07303-2052

Strafe & Co.                                      Michigan Municipal Bond Fund    99.98%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Pershing As Agent - Omnibus Account               Michigan Municipal Money        30.63%             Record
For Exclusive Benefit of                          Market Fund
One Group Customer Accounts                       Class A
1 Pershing Plz
Jersey City, NJ   07399-0001

NBD Michigan                                      Michigan Municipal Money        27.67%             Record &
Attn: M.E. Bradley                                Market Fund                                        Beneficial
9000 Haggerty Road                                Class A
Belleville, MI 48111-1632

James R. Donahey                                  Michigan Municipal Money        7.41%              Record &
Pat J. Donahay JT TEN                             Market Fund                                        Beneficial
421 Highland                                      Class A
Ann Arbor, MI 48104-1729

Strafe & Co.                                      Michigan Municipal Money        84.01%             Record
BOIA - One Group Operations                       Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Raj Vattikuti                                     Michigan Municipal Money        9.31%              Beneficial
1111 Polaris Parkway                              Market Fund
Columbus, OH  43271                               Class I

NBD Securities Inc.                               Michigan Municipal Money        6.67%              Record
ACMS for Woodward MI Tax-Exempt Money Martket     Market Fund
Fund for Bank 021 Business Bookeeping             Class I
9000 Haggerty Rd.
Belleville, MI  43111-1632
</TABLE>



                                      183
<PAGE>   1044


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Peter Basile                                      Michigan Municipal Money        6.12%              Beneficial
1111 Polaris Parkway                              Market Fund
Columbus, OH  43271                               Class I

OK Thompson                                       Michigan Municipal Money        5.68%              Beneficial
100 E. Broad Street                               Market Fund
Columbus OH 43215-3607                            Class I

Inner Lake & Co                                   Michigan Municipal Money        5.04%              Record
C/O State Street Bank                             Market Fund
One Group Michigan Muni Bond Fund                 Class I
Fund #8Z2D
1 Heritage Drive
North Quincy, MA 02171-2105

NBD Bank                                          Municipal Cash Management       67.60%             Record &
9000 Haggerty Road                                Money Market Fund                                  Beneficial
Belleville, MI 48111-1632                         Class A

Bank One                                          Municipal Cash Management       18.15%             Record &
9000 Haggerty Road                                Money Market Fund                                  Beneficial
Belleville, MI 48111-1632                         Class A

Bank One                                          Municipal Cash Management       14.24%             Record &
9000 Haggerty Road                                Money Market Fund                                  Beneficial
Belleville, MI 48111-1632                         Class A

Strafe & Co.                                      Municipal Cash Management       100.00%            Record
BOIA - One Group Operations                       Money Market Fund
1111 Polaris Parkway                              Class I
PO Box 710211
Columbus OH 43271-0211

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  47.92%             Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ 07303-2052
</TABLE>



                                      184
<PAGE>   1045


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  19.89%             Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  6.78%              Record
Securities Corporation Inc                        Class A
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  24.12%             Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  23.39%             Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  13.67%             Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  8.67%              Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette                         Short-Term Municipal Bond Fund  5.90%              Record
Securities Corporation Inc                        Class B
PO Box 2052
Jersey City, NJ 07303-2052

Strafe & Co.                                      Short-Term Municipal Bond Fund  99.92%             Record
BOIA - One Group Operations                       Class I
1111 Polaris Parkway
PO Box 710211
Columbus OH 43271-0211

Detroit Edison                                    Short-Term Municipal Bond Fund  8.64%              Record
1111 Polaris Parkway                              Class I
Columbus, OH  43271
</TABLE>



                                      185
<PAGE>   1046


5% SHAREHOLDERS AS OF OCTOBER 4, 1999


<TABLE>
<CAPTION>
NAME AND                                                                         PERCENTAGE OF       TYPE OF
ADDRESS                                           FUND/CLASS                     OWNERSHIP           OWNERSHIP
- -------                                           ----------                     ---------           ---------
<S>                                               <C>                            <C>                 <C>
Haworth Inc                                       Short-Term Municipal Bond Fund  8.21%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Bruce Becker Rev Trust                            Short-Term Municipal Bond Fund  7.83%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271

Charles Lefler                                    Short-Term Municipal Bond Fund  5.14%              Beneficial
1111 Polaris Parkway                              Class I
Columbus, OH  43271
</TABLE>


As a group, the Trustee and Officers of the Trust owned less than 1% of the
Shares of each class of the Trust.

FINANCIAL STATEMENTS


The financial statements of the Trust are incorporated by reference into this
Statement of Additional Information. The financial statements for the fiscal
year ended June 30, 1999 have been audited by PricewaterhouseCoopers LLP,
independent public accountants to the Trust, as indicated in their reports 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
reports.


                                      186

<PAGE>   1047
                             Registration Statement
                          of One Group(R) Mutual Funds
                                  on Form N-1A

PART C



         Item 23.  Exhibits
                   --------







                                      -1-
<PAGE>   1048



         (a)      Amended and Restated Declaration of Trust dated as of February
                  18, 1999 is incorporated by reference to Exhibit (1) to the
                  Registrant's Registration Statement on Form N-1A (filed March
                  12, 1999).

         (b)      Code of Regulations as amended and restated as of October 25,
                  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.

         (c)      Rights of Shareholders.
                  -----------------------

                  The following portions of Registrant's Declaration of Trust
                  incorporated as Exhibit (1) hereto, define the rights of
                  shareholders:


                  5.1  Shares in the Series or Classes of the Trust.
                       ---------------------------------------------

                  A. The Trustees shall have full power and authority, in their
                  sole discretion, without obtaining the prior approval of the
                  Shareholders (either with respect to the Trust as a whole or
                  with respect to any series or classes of the Trust) by vote or
                  otherwise, to establish one or more series of Shares of the
                  Trust. The establishment of any such series shall be effective
                  upon the adoption by a majority of the Trustees then in office
                  of a resolution establishing such series and setting the
                  voting rights, preferences, designations, conversion or other
                  rights, restrictions, limitations as to distributions,
                  conditions of redemption, qualifications, or other terms of
                  the Shares of such series. The beneficial interest in each
                  series of the Trust shall at all times be divided into an
                  unlimited number of full and fractional transferable Shares
                  without par value. The investment objective, policies, and
                  restrictions governing the management and operations of each
                  series of the Trust, including the management of assets
                  belonging to any particular series, may from time to time be
                  changed or supplemented by the Trustees, subject to the
                  requirements of the Act. The Trustees may from time to time
                  divide or combine the outstanding Shares of any one or more
                  series of the Trust into a greater or lesser number without
                  thereby changing their proportionate beneficial interests in
                  the Trust assets allocated or belonging to such series.

                  Subject to the respective voting rights, preferences,
                  designations, conversion or other rights, restrictions,
                  limitations as to distributions, conditions of redemption,
                  qualifications, or other terms of the Shares of each series of
                  the Trust, the Trustees may, without Shareholder approval,
                  divide the Shares of any series into two or more classes,
                  Shares of each such class having such



                                      -2-
<PAGE>   1049


                  voting rights, preferences, designations, conversion or other
                  rights, restrictions, limitations as to distributions,
                  conditions of redemption, qualifications, or other terms
                  applicable to Shares of such class as the Trustees may
                  determine.

                  B. The holder of each Share shall be entitled to one vote for
                  each full Share, and a proportionate fractional vote for each
                  fractional Share, irrespective of the series or class, then
                  recorded in his name on the books of the Trust. On any matter
                  submitted to a vote of Shareholders, all Shares then issued
                  and outstanding and entitled to vote, irrespective of the
                  series or class, shall be voted in the aggregate and not by
                  series or class except: (1) as otherwise required by the Act;
                  or (2) when the matter, as conclusively determined by the
                  Trustees, affects only the interests of the Shareholders of a
                  particular series or class of the Trust (in which case only
                  Shareholders of the affected series or class shall be entitled
                  to vote thereon).

                  C. Shares of each series or class of the Trust shall have the
                  following preferences, participating or other special rights,
                  qualifications, restrictions and limitations:

                           (1) ASSETS BELONGING TO A SERIES OR CLASS. All
                           consideration received by the Trust for the issue or
                           sale of Shares of any series or class, together with
                           all assets in which such consideration is invested or
                           reinvested, including any proceeds derived from the
                           sale, exchange, or liquidation of such assets, and
                           any funds or payments derived from any reinvestment
                           of such proceeds in whatever form the same may be,
                           shall be referred to as "assets belonging to" that
                           series or class. In addition, any assets, income,
                           earnings, profits or proceeds thereof, or funds or
                           payments which are not readily identifiable as
                           belonging to a particular series or class shall be
                           allocated by the Trustees to one or more series or
                           class (such allocation to be conclusive and binding
                           upon the Shareholders of all series or class for all
                           purposes) in such manner as they, in their sole
                           discretion, deem fair and equitable, and shall also
                           be referred to as "assets belonging to" such series
                           or class. Such assets belonging to a particular
                           series or class shall irrevocably belong for all
                           purposes to the Shares of the series or class, and
                           shall be so handled upon the books of account of the
                           Trust. Such assets and the income, earnings, profits,
                           and proceeds thereof, including any proceeds derived
                           from the sale, exchange, or liquidation thereof, and
                           any funds or payments derived from any reinvestment
                           of such proceeds in whatever form, are herein
                           referred to as "assets belonging to" such a series or
                           class. Shareholders of any series or class shall have
                           no right, title or interest in or to the assets
                           belonging to any other series or class.

                           (2) LIABILITIES BELONGING TO A SERIES OR CLASS. The
                           assets belonging to any series or class of the Trust
                           shall be charged with the direct liabilities in
                           respect of such series or class and with all
                           expenses, costs, charges, and reserves attributable
                           to such series or class, and shall also


                                      -3-
<PAGE>   1050



                           be charged with the share of such series or class of
                           the general liabilities, expenses, costs, charges,
                           and reserves of the Trust which are not readily
                           identifiable as belonging to a particular series or
                           class in proportion to the relative net assets of the
                           respective series or class, as determined at such
                           time or times as may be authorized by the Trustees.
                           Any such determination by the Trustees shall be
                           conclusive and binding upon the Shareholders of all
                           series or class for all purposes; PROVIDED, HOWEVER,
                           that under no circumstances shall the assets
                           allocated or belonging to any series or class of the
                           Trust be charged with liabilities directly
                           attributable to any other series or class. The
                           liabilities so charged to a series or class are
                           herein referred to as "liabilities belonging to" such
                           series or class. All persons who may have extended
                           credit to a particular series or class or who have
                           contracts or claims with respect to a particular
                           series or class shall look only to the assets of that
                           particular series or class for payment of such
                           contracts or claims.

                           (3) LIQUIDATING DISTRIBUTIONS. In the event of the
                           termination of the Trust or a particular series or
                           class thereof and the winding up of its affairs, the
                           Shareholders of the Trust or such particular series
                           or class shall be entitled to receive out of the
                           assets of the Trust or belonging to the particular
                           series or class, as the case may be, available for
                           distribution to Shareholders, but other than general
                           assets not belonging to any particular series or
                           class of the Trust, the assets belonging to such
                           series or class; and the assets so distributable to
                           the Shareholders of any series or class shall be
                           distributed among such Shareholders in proportion to
                           the number of Shares of such series or class held by
                           them and recorded in their names on the books of the
                           Trust. In the event that there are any general assets
                           not belonging to any particular series or class of
                           the Trust available for distribution, such
                           distribution shall be made to the Shareholders of all
                           series or class subject to such termination and
                           winding up in proportion to the relative net assets
                           of the respective series or class determined as
                           hereinafter provided and the number of Shares of such
                           series or class held by them and recorded in their
                           names on the books of the Trust.

                           (4) DIVIDENDS AND DISTRIBUTIONS. Shares of each
                           series or class shall be entitled to such dividends
                           and distributions in Shares or in cash or both, as
                           may be declared from time to time by the Trustees,
                           acting in their sole discretion, with respect to such
                           series or class, PROVIDED, HOWEVER, that dividends
                           and distributions on Shares of a particular series or
                           class shall be paid only out of the lawfully
                           available "assets belonging to" such series or class
                           as such term is defined in this Declaration of Trust.

                  5.2 PURCHASE OF SHARES. The Trustees may accept investments in
                  each series or class of the Trust from such Persons for such
                  consideration and on such



                                      -4-
<PAGE>   1051


                  other terms as they may from time to time authorize. The Trust
                  may reject any order for, or refuse to give effect on the
                  books of the Trust to the transfer of, any Shares as permitted
                  under the Act. Each such investment shall be credited to the
                  Shareholder's account in the form of full and fractional
                  Shares of the appropriate series or class of the Trust, at the
                  net asset value per Share next computed after receipt of the
                  investment.

                  5.3 NET ASSET VALUE PER SHARE. The net asset value per Share
                  of each series or class of the Trust shall be computed at such
                  time or times as the Trustees may specify pursuant to the Act.
                  Assets shall be valued and net asset value per Share shall be
                  determined by such Person or Persons as the Trustees may
                  appoint under the supervision of the Trustees in such manner
                  not inconsistent with the Act and any orders of the Securities
                  and Exchange Commission received by the Trust, as the Trustees
                  may determine.

                  5.4 OWNERSHIP OF SHARES. The ownership of Shares shall be
                  recorded separately with respect to each series or class on
                  the record books of the Trust. Certificates for Shares shall
                  be issued to holders of such Shares only upon the
                  authorization of the Trustees, in their discretion, to issue
                  such Shares, and shall be issued, if at all, subject to such
                  rules and regulations as the Trustees may determine. The
                  Trustees may make such rules as they consider appropriate for
                  the transfer of Shares and similar matters. The record books
                  of the Trust shall be conclusive as to the identity of holders
                  of Shares and as to the number of Shares of each series or
                  class held by each Shareholder.

                  5.5 PREEMPTIVE RIGHTS. Shareholders shall have no preemptive
                  or other rights to subscribe to any additional Shares or other
                  securities issued by the Trust or by the Trustees.

                  5.6 REDEMPTION OF SHARES. To the extent of the assets of the
                  Trust legally available for such redemptions, a Shareholder of
                  any series or class of the Trust shall have the right, subject
                  to the provisions of Section 5.7 hereof, to require the Trust
                  to redeem his full and fractional Shares of any series or
                  class out of assets belonging to such series or class at a
                  redemption price equal to the net asset value per Share next
                  determined after receipt of a request to redeem in proper form
                  as determined by the Trustees. The Trustees shall establish
                  such rules and procedures as they deem appropriate for
                  redemption of Shares; PROVIDED, HOWEVER, that all redemptions
                  shall be in accordance with the Act. Without limiting the
                  generality of the foregoing, the Trust shall, to the extent
                  permitted by applicable law, have the right at any time to
                  redeem the Shares owned by any holder thereof (i) if the value
                  of such Shares in an account maintained by the Trust or its
                  transfer agent for any Shareholder with respect to any series
                  or class of the Trust is $1,000 or less; PROVIDED, HOWEVER,
                  that any such Shareholder shall be notified that the value of
                  his account is $1,000 or less, and shall be allowed sixty days
                  to make additional purchases of Shares of the appropriate
                  series or class so that the value of his account will exceed
                  $1,000 before any such involuntary redemption is processed by
                  the Trust; or (ii) if the net income with respect to any
                  particular series or class of


                                      -5-
<PAGE>   1052



                  the Trust should be negative or it should otherwise be
                  appropriate to carry out the Trust's responsibilities under
                  the Act, in each case subject to such further terms and
                  conditions as the Board of Trustees of the Trust may from time
                  to time adopt. The redemption price of Shares of any series or
                  class of the Trust shall, except as otherwise provided in this
                  section, be the net asset value thereof as determined by the
                  Board of Trustees of the Trust from time to time in accordance
                  with the provisions of applicable law, less such redemption
                  fee or other charge, if any, as may be fixed by resolution of
                  the Board of Trustees of the Trust. When the net income with
                  respect to any particular series or class of the Trust is
                  negative or whenever deemed appropriate by the Board of
                  Trustees of the Trust in order to carry out the Trust's
                  responsibilities under the Act, any series or class of the
                  Trust may, without payment of compensation but in
                  consideration of the interests of the Trust or a particular
                  series or class thereof and of the Shareholders of the Trust
                  or of such series or class in maintaining a constant net asset
                  value per Share with respect to such series or class, redeem
                  pro rata from each holder of record on such day such number of
                  full and fractional Shares of such series or class as may be
                  necessary to reduce the aggregate number of outstanding Shares
                  of such series or class in order to permit the net asset value
                  thereof to remain constant. Payment of the redemption price,
                  if any, shall be made in cash by the appropriate series or
                  class of the Trust at such time and in such manner as may be
                  determined from time to time by the Board of Trustees of the
                  Trust unless, in the opinion of the Board of Trustees, which
                  shall be conclusive and binding upon the Shareholders for all
                  purposes, conditions exist which make payment wholly in cash
                  unwise or undesirable; in such event the appropriate series or
                  class of the Trust may make payment in the assets belonging or
                  allocable to such series or class, the value of which shall be
                  determined as provided herein.

                  5.7 SUSPENSION OF RIGHT OF REDEMPTION. The Trustees may
                  suspend the right of redemption by Shareholders or postpone
                  the date of payment or the recordation of transfer of Shares
                  of any series or class, as permitted under the Act or
                  applicable law. Such suspension or postponement shall take
                  effect at such time as the Trustees shall specify but not
                  later than the close of business on the business day following
                  the declaration of suspension or postponement, and thereafter
                  there shall be no right of redemption or payment or transfer
                  until the Trustees shall declare the suspension at an end. In
                  case of suspension of the right of redemption, a Shareholder
                  may either withdraw his request for redemption or receive
                  payment based on the net asset value existing after the
                  termination of the suspension.

                  5.8 CONVERSION RIGHTS. The Trustees shall have the authority
                  to provide from time to time that the holders of Shares of any
                  series or class shall have the right to convert or exchange
                  said Shares for or into Shares of one or more other series or
                  class in accordance with such requirements and procedures as
                  may be established from time to time by the Trustees.



                                      -6-
<PAGE>   1053


                  8.1 VOTING POWERS. The Shareholders shall have power to vote
                  (a) for the election or removal of Trustees; (b) with respect
                  to the amendment of this Declaration of Trust as provided in
                  Section 10.8 hereof; (c) with respect to the approval of
                  investment advisory and distribution agreements entered into
                  on behalf of the Trust or one or more series or class thereof,
                  and with respect to such other matters relating to the Trust
                  as may be required by law, by this Declaration of Trust, the
                  Regulations of the Trust, by any requirements applicable to or
                  agreement of the Trust, and as the Trustees may consider
                  desirable; and (d) to the same extent as the shareholders of a
                  Massachusetts business corporation, when considering whether a
                  court action, proceeding, or claim should or should not be
                  brought or maintained derivatively or as a class action on
                  behalf of the Trust or the Shareholders; PROVIDED, HOWEVER,
                  that no Shareholder of a particular series or class shall be
                  entitled to bring, or to vote in respect of, any class or
                  derivative action not on behalf of the series or class of the
                  Trust in respect of which the Shareholder owns Shares. Every
                  Shareholder of record shall have the right to one vote for
                  every whole Share (other than Shares held in the treasury of
                  the Trust) standing in his name on the books of the Trust, and
                  to have a proportional fractional vote for any fractional
                  Share, as to any matter on which the Shareholder is entitled
                  to vote. There shall be no cumulative voting. Shares may be
                  voted in person or by proxy. On any matter submitted to a vote
                  of the Shareholders, all Shares shall be voted in the
                  aggregate and not by individual series or class, except (i)
                  where required by the Act, Shares shall be voted by individual
                  series or class, and (ii) if the Trustees shall have
                  determined that a matter affects the interests only of one or
                  more series or class, then only the Shareholders of such
                  affected series or class shall be entitled to vote thereon.
                  Until Shares are issued, the Trustees may exercise all rights
                  of Shareholders and may take any action required or permitted
                  to be taken by Shareholders by law, this Declaration of Trust,
                  or the Regulations.

                  8.2 MEETINGS. Meetings of Shareholders may be called by the
                  Trustees as provided in the Regulations, and shall be called
                  by the Trustees upon the written request of Shareholders
                  owning at least twenty percent of the outstanding Shares
                  entitled to vote.

                  8.3 QUORUM AND REQUIRED VOTE. At any meeting of the
                  Shareholders, a quorum for the transaction of business shall
                  consist of a majority of the Shares of each series or class
                  outstanding and entitled to vote with respect to a matter
                  appearing in person or by proxy; PROVIDED, HOWEVER, that at
                  any meeting at which the only actions to be taken are actions
                  required by the Act to be taken by vote of all outstanding
                  Shares of all series or class entitled to vote thereon,
                  irrespective of series or class, a quorum shall consist of a
                  majority of Shares (without regard to series or class)
                  entitled to vote thereon, and that at any meeting at which the
                  only actions to be taken shall have been determined by the
                  Board of Trustees to affect the rights and interests of one or
                  more but not all series or classes of the Trust, a quorum
                  shall consist of a majority of the outstanding Shares of the
                  series or class so affected; and PROVIDED, FURTHER, that



                                      -7-
<PAGE>   1054


                  reasonable adjournments of such meeting until a quorum is
                  obtained may be made by vote of the Shares present in person
                  or by proxy. A majority of the Shares voted shall decide any
                  question and a plurality shall elect a Trustee, subject to any
                  applicable requirements of law or of this Declaration of Trust
                  or the Regulations; PROVIDED, HOWEVER, that when any provision
                  of law or of this Declaration of Trust requires the holders of
                  Shares of any particular series or class to vote by series or
                  class and not in the aggregate with respect to a matter, then
                  the vote of the majority of the outstanding Shares of that
                  series or class shall decide such matter insofar as that
                  particular series or class shall be concerned.

                  8.4 SHAREHOLDER ACTION BY WRITTEN CONSENT. Any action which
                  may be taken by Shareholders may be taken without a meeting if
                  the holders of not less than two-thirds of the Shares entitled
                  to be voted with respect to the matter consent to the action
                  in writing and the written consent is filed with the records
                  of the meetings of Shareholders. Such consent shall be treated
                  for all purposes as a vote taken at a meeting of Shareholders.

                  8.5 CODE OF REGULATIONS. The Regulations may include further
                  provisions not inconsistent with this Declaration of Trust for
                  Shareholders' meetings, votes, record dates, notices of
                  meetings, and related matters.

                  9.4 LIMITATION OF SHAREHOLDER LIABILITY. Shareholders shall
                  not be subject to any personal liability in connection with
                  the assets of the Trust for the acts or obligations of the
                  Trust. The Trustees shall have no power to bind any
                  Shareholder personally or to call upon any Shareholder for the
                  payment of any sum of money or assessment whatsoever other
                  than such as the Shareholder may at any time personally agree
                  to pay by way of subscription to any Share or otherwise. Every
                  obligation, contract, instrument, certificate, Share, other
                  security or undertaking of the Trust, and every other act
                  whatsoever executed in connection with the Trust shall be
                  conclusively presumed to have been executed or done by the
                  executors thereof only in their capacities as Trustees under
                  this Declaration of Trust or in their capacity as officers,
                  employees, or agents of the Trust, and not individually. Every
                  note, bond, contract, order, or other undertaking issued by or
                  on behalf of the Trust or the Trustees relating to the Trust
                  or to any series or class of the Trust, and the stationery
                  used by the Trust, shall include a recitation limiting the
                  obligation represented thereby to the Trust and its assets
                  (but the omission of such a recitation shall not operate to
                  bind any Shareholder), as follows:

                           "The names 'One Group(R) Mutual Funds' and 'Trustees
                           of One Group(R) Mutual Funds' 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 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 'One Group(R) Mutual Funds' entered



                                      -8-
<PAGE>   1055


                           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 rights accruing to a Shareholder under this Section 9.4
                  shall not exclude any other right to which such Shareholder
                  may be lawfully entitled, nor shall anything herein contained
                  restrict the right of the Trust to indemnify or reimburse a
                  Shareholder in any appropriate situation even though not
                  specifically provided for herein, PROVIDED, HOWEVER, that a
                  Shareholder of any series or class of the Trust shall be
                  indemnified only from assets belonging to that series or
                  class.

                  9.5 INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder
                  or former Shareholder shall be held to be personally liable
                  solely by reason of his being or having been a Shareholder and
                  not because of his acts or omissions or for some other reason,
                  the Shareholder or former Shareholder (or his heirs,
                  executors, administrators, or other legal representatives, or,
                  in the case of a corporation or other entity, its corporate or
                  other general successor) shall be entitled out of the Trust
                  estate to be held harmless from and indemnified against all
                  loss and expense arising from such liability. The Trust shall,
                  upon request by the Shareholder, assume the defense of any
                  claim made against any Shareholder for any act or obligations
                  of the Trust, and shall satisfy any judgment thereon.

                  9.6 LIABILITIES OF A SERIES OR CLASS. Liabilities belonging to
                  any series or class of the Trust, including, without
                  limitation, expenses, fees, charges, taxes, and liabilities
                  incurred or arising in connection with a particular series or
                  class, or in connection with the management thereof, shall be
                  paid only from the assets belonging to that series or class.

                  10.3 TERMINATION OF TRUST. This Trust shall continue without
                  limitation of time; PROVIDED, HOWEVER, that:

                  A. The Trustees, with the vote of a majority of the
                  outstanding Shares of any series or class of the Trust, may
                  sell and convey the assets belonging to such series or class
                  to another trust or corporation organized under the laws of
                  any state of the United States, which is a management
                  investment company as defined in the Act, for an adequate
                  consideration which may include the assumption of all
                  outstanding obligations, taxes, and other liabilities, accrued
                  or contingent, of the series or class and which may include
                  beneficial interests of such trust or stock of such
                  corporation. Upon making provision for the payment of all such
                  liabilities, by such assumption or otherwise, the Trustees
                  shall distribute the remaining proceeds ratably among the
                  holders of the Shares of the series or class then outstanding.



                                      -9-
<PAGE>   1056



                  B. The Trustees, with the vote of a majority of the
                  outstanding Shares of any series or class of the Trust, may
                  sell and convert into money all the assets belonging to such
                  series or class. Upon making provision for the payment of all
                  outstanding obligations, taxes, and other liabilities, accrued
                  or contingent, of the series or class, the Trustees shall
                  distribute the remaining assets belonging to such series or
                  class ratably among the holders of the outstanding Shares of
                  the series or class.

                  C. Without the vote of a majority of outstanding Shares of any
                  series or class of the Trust (unless Shareholder approval is
                  otherwise required by applicable law), the Trustees may
                  combine the assets belonging to any two or more series or
                  classes into a single series or class if the Trustees
                  reasonably determine that such combination will not have a
                  material adverse effect on the Shareholders of each series or
                  class affected thereby.

                  D. After the effective date of the determination of the
                  Trustees under paragraph A or B above,

                           (1) The Trust shall carry on no business relating to
                           the assets of such series or class except for the
                           purpose of winding up the affairs of such series or
                           class.

                           (2) The Trustees shall proceed to wind up the affairs
                           of such series or class and all of the powers of the
                           Trustees under this Declaration of Trust shall
                           continue until the affairs of such series or class
                           shall have been wound up, including the power to
                           fulfill or discharge the contracts of the Trust
                           relating to such series or class, to collect assets
                           of such series or class, to sell, convey, assign,
                           exchange, transfer, or otherwise dispose of all or
                           any part of the remaining assets of such series or
                           class to one or more Persons at public or private
                           sale for consideration that may consist in whole or
                           in part of cash, securities, or other property of any
                           kind, to discharge or pay its liabilities, and to do
                           all other acts appropriate to liquidate the business
                           of such series or class.

                  Upon completion of the distribution of the remaining proceeds
                  or the remaining assets as provided in paragraphs A and B of
                  this section, the Trustees may authorize the termination of
                  that series or class of the Trust. Such termination shall be
                  effective upon filing with the State Secretary of the
                  Commonwealth of Massachusetts of an instrument setting forth
                  such termination, at which time the Trustees shall be
                  discharged of any and all further liabilities and duties
                  hereunder relating to such series or class and the right,
                  title and interest of all parties shall be cancelled and
                  discharged with respect to such series or class. Such
                  instrument shall constitute an amendment to this Declaration
                  of Trust when filed with the State Secretary of the
                  Commonwealth of Massachusetts as provided in this Title X.



                                      -10-
<PAGE>   1057


                  10.8  AMENDMENT PROCEDURE.

                  A. This Declaration of Trust may be amended by the affirmative
                  vote of the holders of not less than a majority of the
                  outstanding Shares of each series affected thereby (as the
                  Trustees shall determine) or by any larger vote as may be
                  required by any provisions of applicable law.

                  B. Notwithstanding any other provisions hereof, until such
                  time as a Registration Statement under the Securities Act of
                  1933, as amended, covering the first public offering of
                  securities of the Trust shall have become effective, this
                  Declaration of Trust may be terminated or amended in any
                  respect by the affirmative vote of a majority of the Trustees.

                  C. The Trustees may also amend this Declaration without the
                  vote of Shareholders to cure any error or ambiguity or to
                  change the name of the Trust or, if they deem it necessary, to
                  conform this Declaration of Trust to the requirements of
                  applicable state or federal laws or regulations or the
                  requirements of the regulated investment company provisions of
                  the Internal Revenue Code, but the Trustees shall not be
                  liable for failing to do so.

         The following portions of Registrant's Code of Regulations incorporated
         as Exhibit (2) hereto, define the rights of shareholders:

                  1.1 PLACE. An Annual Meeting of Shareholders may be held for a
                  calendar year if called by the Trustees acting in their sole
                  discretion, and any such annual or Special Meetings of
                  Shareholders shall be held at such place, date, and time as
                  the Trustees may designate.

                  1.2 SPECIAL MEETING. Special Meetings of Shareholders may be
                  called by the Trustees, and shall be called by the Trustees
                  upon the written request of holders of at least twenty percent
                  of the outstanding units of beneficial interest in the Trust
                  ("Shares") entitled to vote.

                  1.3 NOTICE. Written notice, stating the place, day and hour of
                  each meeting of Shareholders and, in the case of Special
                  Meetings, the general nature of the business to be transacted,
                  shall be given by, or at the direction of, the person calling
                  the meeting to each Shareholder of record entitled to vote at
                  the meeting at least ten days prior to the day named for the
                  meeting, unless in a particular case a longer period of notice
                  is required by law.

                  1.4 SHAREHOLDER'S LIST. The officer or agent having charge of
                  the transfer books for shares of the Trust shall make, at
                  least five days before each meeting of Shareholders, a
                  complete list of the Shareholders entitled to vote at the
                  meeting, arranged in alphabetical order with the address of
                  and the number of Shares held by each such Shareholder. The
                  list shall be kept on file at the office of the Trust and
                  shall be subject to inspection by any Shareholders at any time
                  during usual business hours, and shall also be produced and
                  kept open at the time and place of each meeting of
                  Shareholders and shall be



                                      -11-
<PAGE>   1058


                  subject to the inspection of any Shareholder during each
                  meeting of Shareholders.

                  1.5 RECORD DATE. The Trustees may fix a time (during which
                  they may close the Share transfer books of the Trust) not more
                  than ninety (90) days prior to the date of any meeting of
                  Shareholders, or the date fixed for the payment of any
                  dividend, or the date of the allotment of rights or the date
                  when any change or conversion or exchange of Shares shall go
                  into effect, as a record date for the determination of the
                  Shareholders entitled to notice of, or to vote at, any such
                  meeting, or entitled to receive payment of any such dividend,
                  or to receive any such allotment of rights, or to exercise
                  such rights, as the case may be. In such case, only such
                  Shareholders as shall be shareholders of record at the close
                  of business on the date so fixed shall be entitled to notice
                  of, or to vote at, such meeting or to receive payment of such
                  dividend, or to receive such allotment of rights, or to
                  exercise such rights, as the case may be, notwithstanding any
                  transfer of any Shares on the books of the Trust after any
                  record date, as aforesaid.

                  3.1 FORM. Notices to Shareholders shall be in writing and
                  delivered personally or mailed to the Shareholders at their
                  addresses appearing on the books of the Trust.

                  3.2 WAIVER. Whenever any notice of the time, place, or purpose
                  of any meeting of Shareholders, Trustees, or committee is
                  required to be given under the provisions of Massachusetts law
                  or under the provisions of the Declaration of Trust or these
                  Regulations, a waiver thereof in writing, signed by the person
                  or persons entitled to such notice and filed with the record
                  of the meeting, whether before or after the holding thereof,
                  or actual attendance at the meeting of Shareholders in person
                  or by proxy, or at the meeting of Trustees or committee in
                  person, shall be deemed equivalent to the giving of such
                  notice to such persons.

         (d)(1)   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.


         (d)(2)   Amended and Restated Schedule A to the Investment Advisory
                  Agreement between Registrant and Banc One Investment Advisors
                  Corporation dated May 20, 1999 is incorporated by reference to
                  Exhibit (d)(2) to Post-Effective Amendment No. 50 (filed
                  August 26, 1999) to the Registrant's Registration Statement on
                  Form N-1A.


         (d)(3)   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 the Registrant's Registration
                  Statement on Form N-1A.


                                      -12-
<PAGE>   1059

         (d)(4)   Sub-Investment Advisory Agreement, dated as of August 20, 1998
                  between Banc One Investment Advisors Corporation and Banc One
                  High Yield Partners, LLC is incorporated by reference to
                  Exhibit (5)(d) to Post-Effective Amendment No. 45 (filed
                  August 26, 1998) to Registrant's Registration Statement on
                  Form N-1A.

         (e)(1)   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).


         (e)(2)   Revised Schedules A-E to the Distribution Agreement between
                  the Registrant and The One Group Services Company are
                  incorporated by reference to Exhibit (e)(2) to Post-Effective
                  Amendment No. 50 (filed August 26, 1999) to Registrant's
                  Registration Statement on Form N-1A.


         (e)(3)   Dealer's Agreement for Registrant 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).

         (e)(4)   Form of Shareholder Servicing Agreement between the Registrant
                  and Participating Service Organizations is incorporated by
                  reference to Exhibit (7)(f) to Registrant's Registration
                  Statement on Form N-14 (filed on May 29, 1998).

         (e)(5)   Agency Services and Delegation Agreement between INVESCO Trust
                  Company and Registrant dated January 1, 1998 is incorporated
                  by reference to Exhibit (10)(j) to Registrant's Registration
                  Statement on Form N-14 (filed on May 29, 1998).


         (e)(6)   Amendment to Agency and Services Delegation Agreement between
                  INVESCO Trust Company and Registrant is incorporated by
                  reference to Exhibit (e)(6) to Post-Effective Amendment No. 50
                  (filed August 26, 1999) to Registrant's Registration Statement
                  on Form N-1A.


         (e)(7)   Processing Agreement by and between Pershing Division of
                  Donaldson, Lufkin & Jenrette Securities Corporation and The
                  One Group dated as of February, 1999 is incorporated by
                  reference to Exhibit (6)(f) to Registrant's Registration
                  Statement on Form N-1A (filed March 12, 1999).

         (f)      Deferred Compensation Plan for Trustees of The One Group is
                  incorporated by reference to Exhibit (7) to Post-Effective
                  Amendment No. 47 (filed December 23, 1998) to Registrant's
                  Registration Statement on Form N-1A.

         (g)(1)   Custodian Contract dated as of July 29, 1988 between
                  Registrant and State Street Bank and Trust Company is
                  incorporated by reference to Exhibit (8)(a) to Post Effective
                  Amendment No. 45 (filed August 26, 1998) to Registrant's
                  Registration Statement on Form N-1A.

         (g)(2)   Amendment to Custodian Contract dated as of July 29, 1988
                  between Registrant and State Street Bank and Trust Company is
                  incorporated by reference to Exhibit (8)(b) to Post Effective
                  Amendment No. 45 (filed August 26, 1998) to Registrant's
                  Registration Statement on Form N-1A.

         (g)(3)   Sub-Custodian Agreement between State Street Bank and Trust
                  Company, Bank One Trust Company, N.A. and the Registrant 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.

         (g)(4)   First Amendment to the Subcustodian Agreement dated as of
                  December, 1996 between State Street Bank and Trust Company,
                  Bank One Trust Company,


                                      -13-
<PAGE>   1060


                  N.A. and the Registrant is incorporated by reference to
                  Exhibit (8)(d) to Post Effective Amendment No. 45 (filed
                  August 26, 1998) to Registrant's Registration Statement on
                  Form N-1A.

         (g)(5)   International Securities Lending Subcustodian and Services
                  Agreement, dated December 29, 1997 between State Street Bank
                  and Trust Company, Bank One Trust Company, N.A. and the
                  Registrant is incorporated by reference to Exhibit (8)(c) to
                  Post-Effective Amendment No. 44 (filed June 5, 1998) to the
                  Registrant's Registration Statement on Form N-1A.

         (g)(6)   Sub-Custodian Agreement dated as of March 19, 1999, between
                  State Street Bank and Trust Company, NBD Bank and One Group
                  Mutual Funds is incorporated by reference to Exhibit (8)(f)
                  to Post-Effective Amendment No.49 (filed April 27, 1999) to
                  the Registrant's Registration Statement on Form N-1A.

         (h)(1)   Re-executed Management and Administration Agreement dated
                  November 20, 1997 is incorporated by reference to Exhibit
                  (13)(b) to Registrant's Registration Statement on Form N-14
                  (filed on May 29, 1998).


         (h)(2)   Revised Schedule A to the Management and Administration
                  Agreement between the Registrant and The One Group Services
                  Company is incorporated by reference to Exhibit (h)(2) to
                  Post-Effective Amendment No. 50 (filed August 26, 1999) to
                  Registrant's Registration Statement on Form N-1A.


         (h)(3)   Transfer Agency and Service Agreement dated as of February 9,
                  1988 between the Registrant and State Street Bank and Trust
                  Company is incorporated by reference to Exhibit (9)(c) to Post
                  Effective Amendment No. 45 (filed August 26, 1998) to
                  Registrant's Registration Statement on Form N-1A.

         (h)(4)   Amendment to the Transfer Agency and Service Agreement dated
                  as of February 6, 1996 is incorporated by reference to Exhibit
                  (9)(d) to Post-Effective Amendment No. 45 (filed August 26,
                  1998) to the Registrant's Registration Statement on Form N-1A.

         (h)(5)   Fund Accounting Agreement dated December 1, 1995 between the
                  Registrant and The One Group Services Company is incorporated
                  by reference to Exhibit (13)(c) to Registrant's Registration
                  Statement on Form N-14 (filed January 19, 1996).


         (h)(6)   Revised Schedule A to the Fund Accounting Agreement between
                  the Registrant and The One Group Services Company is
                  incorporated by reference to Exhibit (h)(6) to Post-Effective
                  Amendment No. 50 (filed August 26, 1999) to Registrant's
                  Registration Statement on Form N-1A.



         (h)(7)   Sub-Administration Agreement dated December 1, 1995 between
                  The One Group Services Company and Banc One Investment
                  Advisors Corporation is incorporated by reference to Exhibit
                  (13)(d) to the Registrant's Registration Statement on Form
                  N-14 (filed January 19, 1996).


         (h)(8)   Revised Schedule A to the Sub-Administration Agreement between
                  The One Group Services Company and Banc One Investment
                  Advisors Corporation is incorporated by reference to Exhibit
                  (h)(8) to Post-Effective Amendment No. 50 (filed August 26,
                  1999) to Registrant's Registration Statement on Form N-1A.


         (h)(9)   Agency Services and Delegation Agreement dated January 1, 1996
                  between the Registrant and BISYS Qualified Plan Services is
                  incorporated by reference


                                      -14-
<PAGE>   1061
                  to Exhibit (9)(g) to Post-Effective Amendment No. 37 (filed
                  June 13, 1996) to the Registrant's Registration Statement on
                  Form N-1A.


        (h)(10)   Amendment to Agency Services and Delegation Agreement between
                  Registrant and BISYS Qualified Plan Services is incorporated
                  by reference to Exhibit (h)(10) to Post-Effective Amendment
                  No. 50 (filed August 26, 1999) to Registrant's Registration
                  Statement on Form N-1A.

        (h)(11)   Recordkeeping and Late Trading Agreement between Registrant
                  and Bank One Trust Company, NA is filed herewith.


        (h)(12)   Shareholder Servicing Agreement between The One Group Services
                  Company and Bank One Corporation 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.

        (h)(13)   Services Agreement dated as of June 6, 1997 between the
                  Registrant and Charles Schwab & Company, is incorporated by
                  reference to Exhibit (9)(l) to Post-Effective Amendment No. 44
                  (filed June 5, 1998) to Registrant's Registration Statement on
                  Form N-1A.

        (h)(14)   Operating Agreement dated as of June 6, 1997 between the
                  Registrant and Charles Schwab & Company, is incorporated by
                  reference to Exhibit (9)(m) to Post-Effective Amendment No. 44
                  (filed June 5, 1998) to Registrant's Registration Statement on
                  Form N-1A.

        (h)(15)   Retirement Services Order Processing Agreement dated as of
                  June 6, 1997 between the Registrant and Charles Schwab &
                  Company, is incorporated by reference to Exhibit (9)(n) to
                  Post-Effective Amendment No. 44 (filed June 5, 1998) to
                  Registrant's Registration Statement on Form N-1A.

        (h)(16)   Securities Lending Agreement for Non-ERISA Accounts dated as
                  of August 1995 between the Registrant, Banc One Investment
                  Advisors Corporation, and Bank One Trust Company, N.A. is
                  incorporated by reference to Exhibit (9)(p) to Post Effective
                  Amendment No. 45 (filed August 26, 1998) to Registrant's
                  Registration Statement on Form N-1A.

        (h)(17)   Amendment to Securities Lending Agreement for Non-ERISA
                  Accounts dated as of January 21, 1997 between the Registrant,
                  Banc One Investment Advisors Corporation, and Bank One Trust
                  Company, N.A. is incorporated by reference to Exhibit (9)(q)
                  to Post Effective Amendment No. 45 (filed August 26, 1998) to
                  Registrant's Registration Statement on Form N-1A.

        (h)(18)   Second Amendment to the Securities Lending Agreement (Domestic
                  Securities), effective May 21, 1998, between the Registrant,
                  Banc One Investment Advisors, and Bank One Trust Company, N.A.
                  is incorporated by


                                      -15-
<PAGE>   1062
                  reference to Exhibit (9)(r) to Post Effective Amendment No. 45
                  (filed August 26, 1998) to Registrant's Registration Statement
                  on Form N-1A.

        (h)(19)   Securities Lending Agreement for Non-ERISA Accounts dated as
                  of January 8, 1998 between the Registrant, Banc One Investment
                  Advisors, and Bank One Trust Company, N.A. is incorporated by
                  reference to Exhibit (9)(s) to Post Effective Amendment No. 45
                  (filed August 26, 1998) to Registrant's Registration Statement
                  on Form N-1A.

        (h)(20)   Amendment to the Securities Lending Agreement (Foreign
                  Securities) effective May 21, 1998 is incorporated by
                  reference to Exhibit (9)(t) to Post Effective Amendment No. 45
                  (filed August 26, 1998) to Registrant's Registration Statement
                  on Form N-1A.

        (h)(21)   Fund Alliance Agreement by and between The One Group, The One
                  Group Services Company, and Putnam Fiduciary Trust Company is
                  incorporated by reference to Exhibit (9)(u) to Post-Effective
                  Amendment No. 49 (filed April 27, 1999) to Registrant's
                  Registration Statement on Form N-1A.

        (h)(22)   Agency Agreement dated as of March 18, 1997 between Pegasus
                  Funds and BISYS Fund Services, Inc. is incorporated by
                  reference to Exhibit (9)(v) to Post-Effective Amendment No. 49
                  (filed April 27, 1999) to Registrant's Registration Statement
                  on Form N-1A.

        (h)(23)   Amendment dated April 1, 1999, to the Agency Agreement dated
                  as of March 18, 1997 between Pegasus Funds and BISYS Fund
                  Services, Inc. is incorporated by reference to Exhibit (9)(w)
                  to Post-Effective Amendment No. 49 (filed April 27, 1999) to
                  Registrant's Registration Statement on Form N-1A.

        (h)(24)   Agency Agreement dated as of March 11, 1997 between Pegasus
                  Funds and NBD Bank is incorporated by reference to Exhibit
                  (9)(x) to Post-Effective Amendment No. 49 (filed April 27,
                  1999) to Registrant's Registration Statement on Form N-1A.

        (h)(25)   Amendment to the Agency Agreement dated as of March 11, 1997
                  between Pegasus Funds and NBD Bank is incorporated by
                  reference to Exhibit (9)(y) to Post-Effective Amendment No. 49
                  (filed April 27, 1999) to Registrant's Registration Statement
                  on Form N-1A.

        (h)(26)   Agency Agreement dated as of November 1, 1996 between Pegasus
                  Funds and Putnam Fiduciary Trust Company is incorporated by
                  reference to Exhibit (9)(z) to Post-Effective Amendment No. 49
                  (filed April 27, 1999) to Registrant's Registration Statement
                  on Form N-1A.

        (h)(27)   Fifth Amendment dated March 19, 1999, to the Agency Agreement
                  dated as of November 1, 1996 between Pegasus Funds and Putnam
                  Fiduciary Trust Company is incorporated by reference to
                  Exhibit (9)(aa) to Post-Effective Amendment No. 49 (filed
                  April 27, 1999) to Registrant's Registration Statement on Form
                  N-1A.

        (h)(28)   Form of Agency Distribution Agreement between The One Group
                  Services Company and various shareholder servicing agents is
                  incorporated by reference to Exhibit (9)(bb) to Post-Effective
                  Amendment No. 49 (filed April 27, 1999) to Registrant's
                  Registration Statement on Form N-1A.


        (h)(29)   Sub-Transfer Agency Agreement between One Group Mutual Funds
                  and the Pershing Division of Donaldson, Lufkin & Jenrette
                  Securities Corporation, is incorporated by reference to
                  Exhibit (h)(29) to Post-Effective Amendment No. 50 (filed
                  August 26, 1999) to Registrant's Registration Statement on
                  Form N-1A.


        (h)(30)   Form of Sub-Transfer Agency Agreement is incorporated by
                  reference to Exhibit (9)(dd) to Post-Effective Amendment No.
                  49 (filed April 27, 1999) to Registrant's Registration
                  Statement on Form N-1A.

        (h)(31)   Form of Order Processing Agreement is incorporated by
                  reference to Exhibit (9)(ee) to Post-Effective Amendment No.
                  49 (filed April 27, 1999) to Registrant's Registration
                  Statement on Form N-1A.


        (h)(32)   Services Agreement between One Group Mutual Funds, Bank One
                  Trust Company, NA, Kemper Services Company, Kemper
                  Distributors, Inc. and The One Group Services Company is
                  incorporated by reference to Exhibit (h)(32) to Post-Effective
                  Amendment No. 50 (filed August 26, 1999) to Registrant's
                  Registration Statement on Form N-1A.

        (h)(33)   Sub-Transfer Agency Agreement between Nationwide Investment
                  Services and One Group Mutual Funds is incorporated by
                  reference to Exhibit (h)(33) to Post-Effective Amendment No.
                  50 (filed August 26, 1999) to Registrant's Registration
                  Statement on Form N-1A.

        (h)(34)   FundVest Institutional No Transaction Fee Agreement between
                  Pershing Division of Donaldson Lufkin & Jenrette Securities
                  Corporation, The One Group Services Company, and One Group
                  Mutual Funds is filed herewith.


            (i)   Opinion and consent of counsel is filed herewith.


         (j)(1)   Consent of PricewaterhouseCoopers LLP is filed herewith.


         (j)(2)   Consent of Ropes & Gray is filed herewith.

            (k)   None

            (l)   Purchase Agreement dated July 18, 1985, between Registrant and
                  Physicians Insurance Company of Ohio is incorporated by
                  reference to Exhibit (13) to Post Effective Amendment No. 45
                  (filed August 26, 1998) to Registrant's Registration Statement
                  on Form N-1A.

         (m)(1)   Re-Executed Distribution and Shareholder Services Plan - Class
                  A and Service Class shares dated November 1, 1995, as amended
                  August 20, 1997, 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.


         (m)(2)   Revised Schedule A to the Distribution and Shareholder
                  Services Plan - Class A and Service Class Shares is
                  incorporated by reference to Exhibit (m)(2) to Post-Effective
                  Amendment No. 50 (filed August 26, 1999) to Registrant's
                  Registration Statement on Form N-1A.


         (m)(3)   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) to Post-Effective
                  Amendment No. 43 (filed August 29, 1997) to Registrant's
                  Registration Statement on Form N-1A.


         (m)(4)   Revised Schedules A and B to the Distribution and Shareholder
                  Services Plan - Class B and Class C Shares is incorporated by
                  reference to Exhibit (m)(4) to Post-Effective Amendment No. 50
                  (filed August 26, 1999) to Registrant's Registration Statement
                  on Form N-1A.





                                      -16-
<PAGE>   1063



             (n)  Multiple Class Plan for the Registrant adopted by the Board of
                  Trustees on May 22, 1995, as amended May 20, 1999 is
                  incorporated by reference to Exhibit (n) to Post-Effective
                  Amendment No. 50 (filed August 26, 1999) to Registrant's
                  Registration Statement on Form N-1A.


Item 24.  Persons Controlled by or under Common Control with Registrant
          -------------------------------------------------------------

As of the effective date of this Registration Statement there are no persons
controlled or under common control with the Registrant.


Item 25. Indemnification.
         ----------------

                  Article IX, Section 9.2 of the Registrant's Declaration of
                  Trust, incorporated as Exhibit (1) hereto, provides for the
                  indemnification of Registrant's trustees and officers.
                  Indemnification of the Registrant's principal underwriter,
                  custodians, investment advisers, administrator, and transfer
                  agents is provided for in the Registrant's respective
                  Agreements with those service providers as filed or
                  incorporated by reference as Exhibits hereto. As of the
                  effective date of this Registration Statement, the Registrant
                  has obtained from a major insurance carrier a trustees and
                  officers' liability policy covering certain types of errors
                  and omissions. In no event will Registrant indemnify any of
                  its trustees, officers, employees, or agents against any
                  liability to which such person would otherwise be subject by
                  reason of his willful misfeasance, bad faith, or gross
                  negligence in the performance of his duties, or by reason of
                  his reckless disregard of the duties involved in the conduct
                  of his office or under his agreement with Registrant.
                  Registrant will comply with Rule 484 under the Securities Act
                  of 1933 and Release 11330 under the Investment Company Act of
                  1940 in connection with any indemnification.

                  Insofar as indemnification for liability arising under the
                  Securities Act of 1933 may be permitted to trustees, officers,
                  and controlling persons of Registrant pursuant to the
                  foregoing provisions, or otherwise, Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by Registrant of expenses
                  incurred or paid by a trustee, officer or controlling person
                  of Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such trustee, officer, or
                  controlling person in connection with the securities being
                  registered, Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question of
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.


                                      -17-
<PAGE>   1064


Item 26.          Business and Other Connections of Investment Advisers
                  -----------------------------------------------------

                  Banc One Investment Advisors Corporation ("Banc One Investment
                  Advisors") performs investment advisory services for all of
                  the Funds of The One Group. Independence International
                  Associates, Inc. performs investment sub-advisory services for
                  the International Equity Index Fund. Banc One High Yield
                  Partners, LLC provides investment advisory services for the
                  High Yield Bond Fund.

                  Banc One Investment Advisors is an indirect wholly-owned
                  subsidiary of BANK ONE CORPORATION, a bank holding company
                  incorporated in the state of Delaware. BANK ONE CORPORATION
                  now operates affiliate banking organizations in Arizona,
                  Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan,
                  Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. In
                  addition, BANK 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.

                  To the knowledge of Registrant, none of the directors or
                  officers of Banc One Investment Advisors, Independence
                  International Associates, Inc. or Banc One High Yield
                  Partners, LLC, except as set forth or incorporated herein, is
                  or has been, at any time during the past two calendar years,
                  engaged in any other business, profession, vocation or
                  employment of a substantial nature. Set forth below are the
                  names and principal businesses of the directors of Banc One
                  Investment Advisors who are engaged in any other business,
                  profession, vocation or employment of a substantial nature.

                          Banc One Investment Advisors
                          ----------------------------


<TABLE>
<CAPTION>
    Position with  Banc                     Other
    One Investment Advisors                 Substantial Occupation                       Type of Business
    -----------------------                 ----------------------                       ----------------

<S>                                        <C>                                           <C>

    David J. Kundert, Chairman,            Chairman, Bank One                            Investment
    President, and CEO                     Trust Company, NA,
                                           100 East Broad
                                           Street, Columbus,
                                           Ohio 43215

</TABLE>


                                      -18-
<PAGE>   1065

<TABLE>
<S>                                        <C>                                           <C>
    Kenneth T. Stevens, Director           CEO, Bank One Retail Group                     Banking
                                           1111 Polaris Parkway
                                           Columbus, Ohio 43240


    Peter W. Atwater, Director             Former Treasurer,                              Investment
    and Chief Operating Officer            Bank One Corporation,
                                           Chief Operating Officer
                                           Banc One Investment Advisers Corporation;
                                           1111 Polaris Parkway
                                           Columbus, Ohio 43271

    David R. Meuse, Director               Principal Stonehenge Holdings, Inc.;           Investment
                                           Chairman/CEO Banc One
                                           Capital Holding
                                           Corporation, 150 East
                                           Gay Street, Columbus,
                                           Ohio 43215

    William G. Jurgenson, Director         Executive Vice President                       Banking
                                           First National Bank of Chicago,
                                           1 First National Plaza,
                                           Chicago, Illinois 60670

    William P. Boardman, Director          Senior Executive Vice President                Banking
                                           and Head of Acquisitions,
                                           BANK ONE CORPORATION
                                           One Bank One Plaza,
                                           Chicago, Illinois 60670

    Richard W. Vague, Director             Chairman & CEO,                                Credit Card
                                           First USA
                                           201 North Market Street
                                           Wilmington, Delaware 19801
</TABLE>


The principal business address of the principal executive officer and directors
of Banc One Investment Advisors is 1111 Polaris Parkway, P.O. Box 710211,
Columbus, Ohio 43271-0211.



                                      -19-
<PAGE>   1066
Banc One High Yield Partners, LLC
- ---------------------------------

         Banc One High Yield Partners, LLC is the Sub-Investment Advisor to the
High Yield Bond Fund ("Banc One Partners"). Banc One Partners, a limited
liability company organized under the laws of Ohio, provides investment advice
to the High Yield Bond Fund. Set forth below are the names and principal
businesses of the managers and investment officers of Banc One Partners who are
engaged in any other business, profession, vocation or employment of a
substantial nature.


<TABLE>
<CAPTION>
    Position with                          Other Substantial                   Type of
    Banc One Partners                       Occupation                         Business
    -----------------                       ----------                         --------

<S>                                        <C>                                 <C>
    James P. Shanahan, Manager             Pacholder Associates,               Investment
                                           Inc., Managing Director
                                           & General Counsel, 8044
                                           Montgomery Road, Suite
                                           #382, Cincinnati, Ohio
                                           45236

    William J. Morgan, Manager             Pacholder Associates,               Investment
                                           Inc., President, 8044
                                           Montgomery Road, Suite
                                           #382, Cincinnati, Ohio
                                           45236


    Mark A. Beeson, Manager                Banc One Investment                 Investment
                                           Advisors, Senior
                                           Managing Director, 1111
                                           Polaris Parkway,
                                           Columbus, Ohio 43271

     Peter W. Atwater                      Banc One Investment                 Investment
                                           Advisors, Chief
                                           Operating Officer,
                                           1111 Polaris Parkway,
                                           Columbus, OH 43271

     Gary Madich, Manager                  Banc One Investment                 Investment
                                           Advisors, Senior
                                           Managing Director, 1111
                                           Polaris Parkway,
                                           Columbus, Ohio 43271
</TABLE>



                                      -20-
<PAGE>   1067


<TABLE>
<S>                                        <C>                                   <C>

    Yvonne M. Goetz, Vice                  Pacholder                             Investment
    President -- Senior Analyst            Associates, Inc., Vice
                                           President, 8044
                                           Montgomery Road, Suite
                                           #382, Cincinnati, Ohio
                                           45236

    Anthony L. Longi, Jr., Vice
    President -- Portfolio Manager         Pacholder                             Investment
                                           Associates, Inc.,
                                           Executive Vice
                                           President, 8044
                                           Montgomery Road, Suite
                                           #382, Cincinnati, Ohio
                                           45236
</TABLE>



    Item 27.  Principal Underwriters
              ----------------------

           (a) The One Group Services Company acts as administrator and
           distributor for each of the Fund's Portfolios.

           (b) The directors and officers of The One Group Services Company are
           set forth below. The business address of each director or officer is
           3435 Stelzer Road, Columbus, Ohio 43219.



<TABLE>
<CAPTION>
                                          Positions and Offices
                                          With The One Group
    Name                                  Services Company                   Positions With Registrant
    ----                                  ----------------                   -------------------------

<S>                                       <C>                                <C>
   Lynn J. Mangum                         Chairman and Chief                 None
                                            Executive Officer

   Dennis Sheehan                         Director                           None

   Kevin J. Dell                          Vice President/Secretary/          None

   Michael D. Burns                       Vice President                     None

   Steven Ludwig                          Compliance Officer                 None

   Robert Tuch                            Assistant Secretary                None

   David P. Blackmore                     Vice President/                    None
                                            Chief Financial Officer
</TABLE>



                                      -21-
<PAGE>   1068


<TABLE>
<S>                                       <C>                                <C>
   Mark S. Redman                         President                          President

   Mark J. Ryberczyk                      Senior Vice President              None

</TABLE>


   (c)         Not applicable.

   Item 28.             Location of Accounts and Records
                        --------------------------------

              (1)       Banc One Investment Advisors Corporation, 1111 Polaris
                        Parkway, P.O. Box 710211, Columbus, Ohio 43271-0211
                        (records relating to its functions as Investment Adviser
                        and Sub-Administrator).

              (2)       Independence International Associates, Inc., 75 State
                        Street, Boston, MA 02109 (records relating to its
                        functions as Sub-Investment Adviser to the International
                        Equity Index Fund).

              (3)       Banc One High Yield Partners, LLC, 1111 Polaris Parkway,
                        P.O. Box 710211, Columbus, Ohio 43271-0211 and 8044
                        Montgomery Road, Suite #382, Cincinnati, Ohio 45236
                        (records relating to its functions as Sub-Investment
                        Advisor to the High Yield Bond Fund).

              (4)       The One Group Services Company, 3435 Stelzer Road,
                        Columbus, OH 43219 (records relating to its functions as
                        Distributor for all Funds).

              (5)       The One Group Services Company, 3435 Stelzer Road,
                        Columbus, OH 43219 (records relating to its functions as
                        Administrator for all Funds).

              (6)       State Street Bank and Trust Company, 470 Atlantic
                        Avenue, Fifth Floor, Boston, MA 02205-9087 (records
                        relating to its functions as custodian and transfer
                        agent to all Funds).

              (7)       Ropes & Gray, One Franklin Square, 1301 K Street, N.W.,
                        Suite 800 East, Washington, D.C. 20005 (Declaration of
                        Trust, Code of Regulations, and Minute Books).

   Item 29.             Management Services
                        -------------------

                        N/A

   Item 30.             Undertakings
                        ------------

                        The Registrant undertakes to call a meeting of
                        Shareholders, at the request of at least 10% of the
                        Registrant's outstanding shares, for the purpose of
                        voting upon the question of removal of a trustee or
                        trustees and to assist in communications with other
                        shareholders as required by Section 16(c) of the
                        Investment Company Act of 1940.



                                      -22-
<PAGE>   1069


                        The Registrant undertakes to furnish to each person to
                        whom a prospectus for a particular fund is delivered a
                        copy of the Registrant's latest annual report to
                        shareholders relating to that fund upon request and
                        without charge.





                                      -23-
<PAGE>   1070
                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness to this Post-Effective Amendment pursuant to Rule 485(b) under
the 1933 Act and has duly caused this Post-Effective Amendment No. 51 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Washington, D.C. on the 22nd day of October,
1999.

                                      One Group(R) Mutual Funds
                                      (Registrant)

                               By: /s/  Mark S. Redman
                                   ------------------------
                               *Mark S. Redman

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
Signature                                   Title                                            Date
- ---------                                   -----                                            ----

<S>                                         <C>                                         <C>
/s/ Mark S. Redman                          President                                   October 22, 1999
- ------------------
* Mark S. Redman

/s/ Peter C. Marshall                       Trustee                                     October 22, 1999
- ---------------------
*Peter C. Marshall

/s/  Charles I. Post                        Trustee                                     October 22, 1999
- --------------------
*Charles I. Post

/s/  Frederick W. Ruebeck                   Trustee                                     October 22, 1999
- -------------------------
*Frederick W. Ruebeck

/s/ Robert A. Oden                          Trustee                                     October 22, 1999
- ------------------
*Robert A. Oden

/s/ John F. Finn                            Trustee                                     October 22, 1999
- ----------------
*John F. Finn

/s/ Marilyn McCoy                           Trustee                                     October 22, 1999
- -----------------
*Marilyn McCoy

/s/ Donald L. Tuttle                        Trustee                                     October 22, 1999
- --------------------
*Donald L. Tuttle

/s/ Julius L. Pallone                       Trustee                                     October 22, 1999
- ---------------------
*Julius L. Pallone


*By:  /s/ Alan G. Priest
      ------------------
        Alan G. Priest
        Attorney-in-Fact, pursuant to powers of attorney filed herewith.
</TABLE>




                                      -24-
<PAGE>   1071



                                POWER OF ATTORNEY
                                -----------------

         Mark S. Redman, 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 or 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(R)
(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


                                                     /s/ Mark S. Redman
                                                     ------------------
                                                     Mark S. Redman


                                      -25-
<PAGE>   1072




                                POWER OF ATTORNEY
                                -----------------

         Peter C. Marshall, 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 or 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(R) (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


                                               /s/ Peter C. Marshall
                                               ---------------------
                                               Peter C. Marshall



                                      -27-
<PAGE>   1073



                                POWER OF ATTORNEY
                                -----------------

         Charles I. Post, 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 or 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(R)
(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


                                                 /s/ Charles I. Post
                                                 -------------------
                                                 Charles I. Post


                                      -28-
<PAGE>   1074


                                POWER OF ATTORNEY
                                -----------------

         Frederick W. Ruebeck, 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 or 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(R) (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


                                            /s/ Frederick W. Ruebeck
                                            ------------------------
                                            Frederick W. Ruebeck



                                      -29-
<PAGE>   1075


                                POWER OF ATTORNEY
                                -----------------

         Robert A. Oden, Jr., 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 or 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(R) (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


                                                 /s/ Robert A. Oden, Jr.
                                                 -----------------------
                                                 Robert A. Oden, Jr.


                                      -30-
<PAGE>   1076



                                POWER OF ATTORNEY
                                -----------------

         John F. Finn, 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 or 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(R)
(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


                                               /s/ John F. Finn
                                               ----------------
                                               John F. Finn



                                      -31-
<PAGE>   1077



                                POWER OF ATTORNEY
                                -----------------

         Marilyn McCoy, 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 or 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(R)
(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 19, 1999


                                               /s/ Marilyn McCoy
                                               -----------------
                                               Marilyn McCoy



                                      -31-
<PAGE>   1078



                                POWER OF ATTORNEY
                                -----------------

         Donald L. Tuttle, 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 or 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(R)
(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 19, 1999


                                               /s/ Donald L. Tuttle
                                               --------------------
                                               Donald L. Tuttle



                                      -31-
<PAGE>   1079



                                POWER OF ATTORNEY
                                -----------------

         Julius L. Pallone, 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 or 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(R) (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 19, 1999


                                               /s/ Julius L. Pallone
                                               ---------------------
                                               Julius L. Pallone



                                      -31-
<PAGE>   1080
                                    Exhibits


(h)(11)   Recordkeeping and Late Trading Agreement between One Group Mutual
          Funds and Bank One Trust Company, NA.

(h)(34)   FundVest Institutional No Transaction Fee Agreement between Pershing
          Division of Donaldson Lufkin & Jenrette Securities Corporation, The
          One Group Services Company, and One Group Mutual Funds.

(i)       Opinion and Consent of Ropes & Gray.

(j)(1)    Consent of PricewaterhouseCoopers LLP.


(j)(2)    Consent of Ropes & Gray.




                                      1

<PAGE>   1


                                 Exhibit (h)(11)


                   Recordkeeping and Late Trading Agreement
                                     between
              One Group Mutual Funds and Bank One Trust Company, NA



<PAGE>   2

                    RECORDKEEPING AND LATE TRADING AGREEMENT


AGREEMENT made as of September 13, 1999 by and between Bank One Trust Company,
NA ("Recordkeeper") and One Group(R) Mutual Funds (the "Fund Company").

                                   WITNESSETH

WHEREAS, the Fund Company desires to enter into a Recordkeeping and Late Trading
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.




                                       1
<PAGE>   3




         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.

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
                  5:00 a.m., ET the next 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 on Day 1 ("Day 2 Trades") will be electronically
                  transmitted to the Fund Company on the next Business Day
                  following Day 2 ("Day 3").

         B.       If the Recordkeeper cannot electronically transmit Day 1
                  Trades by 5:00 a.m. on Day 2, the Recordkeeper will transmit
                  such Orders by facsimile prior to the Market Open (generally
                  7:00 a.m.) on Day 2.

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 5:00 a.m., ET on Day 2 or prior to
         7:00 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 5:00 a.m., ET on Day 3 or prior to 7:00 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 7:00 a.m. on Day 2 and by Day 3 for Day 2
         trades received by 7:00 a.m. on Day 3.




                                       2
<PAGE>   4




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 Recordkeeper 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:

         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 will not constitute a
                  non-exempt "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.

         D.       It is a national banking association with its principal
                  offices in Columbus, Ohio.

         E.       It possesses full power and authority to enter into and
                  perform services under this Agreement.




                                       3
<PAGE>   5



         F.       It understands and agrees to comply with the Fund Company's
                  As-of-Trade Processing Policy, attached hereto as Exhibit A.

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 are the
                  property of the Fund Company and 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 year at a rate of eighteen dollars ($18.00)
                  per participant account, or such other amount as to which the
                  Fund Company and the Recordkeeper shall agree from
                  time-to-time in writing. The Recordkeeper shall invoice the
                  Fund Company quarterly. Said compensation will commence with
                  the calendar quarter ending June 30, 1999.

         B.       The Recordkeeper will permit the Fund Company and its
                  representatives (including counsel and independent
                  accountants) at its sole cost, reasonable




                                       4
<PAGE>   6



                  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. Fund Company shall
         indemnify and hold harmless the Recordkeeper 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 Fund Company
         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 Recordkeeper with its obligations
         under this Agreement. 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 notice to the other party.

14.      Limitation of Liability of Trustees, Directors and Shareholders
         ---------------------------------------------------------------

         a.       It is expressly agreed that the obligations of the
                  Recordkeeper hereunder shall not be binding upon any of the
                  directors, shareholders, nominees, officers, agents or
                  employees of the Recordkeeper personally, but shall bind only
                  the Recordkeeper.

         B.       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.

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:




                                       5
<PAGE>   7




                  If to the Fund Company:
                  -----------------------
                  One Group Mutual Funds
                  Attn: Mark Redman
                  3435 Stelzer Road
                  Columbus, Ohio 43219

                  If to the Recordkeeper:
                  -----------------------
                  Bank One Trust Company, NA
                  Attn: Robert Konrad
                  P.O. Box 710091
                  190 Heatherdown Road
                  Westerville, OH 43271-0091

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 a single 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.

21.      FUND COMPANY LIABILITY. The names "One Group Mutual Funds" and
         "Trustees of One Group Mutual Funds" 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 Fund
         Company dated as of May 23, 1985 to which reference is hereby made and
         a copy of




                                       6
<PAGE>   8



         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 "One
         Group Mutual Funds" entered into in the name or on behalf thereof by
         any of the Trustees, representatives or agent are made not
         individually, but in such capacities, and are not binding upon any of
         the Trustees, Shareholders, or representatives of the Fund Company
         personally, but bind only the assets of the Fund Company, and all
         persons dealing with any series of Shares of the Fund Company must look
         solely to the assets of the Fund Company belonging to such series for
         the enforcement of any claim against the Fund Company.

IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.


One Group(R) Mutual Funds                     Bank One Trust Company, NA

By: /s/  Mark S. Redman                     By: /s/ John Alexander
    ------------------------                    --------------------------------

Title: President                            Title: Senior Managing Director
       ---------------------                       -----------------------------




                                       7




<PAGE>   1


                               Exhibit (h)(34)

             FundVest Institutional No Transaction Fee Agreement





<PAGE>   2

               FUNDVEST INSTITUTIONAL NO TRANSACTION FEE AGREEMENT

This Agreement is made as of ________________________, 1999, between Pershing
Division of Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing"), a
Delaware Corporation, and The One Group Services Company ("Fund Agent"), and One
Group Mutual Funds ("Fund").

WHEREAS it is understood that Pershing functions primarily as a clearing agent
for introducing broker-dealers/correspondents and in such capacity performs
traditional operational functions, including execution and clearance of trades
and holding customers funds and securities, and that certain of these
broker-dealers/correspondents have agreed to participate in Pershing's mutual
fund no transaction fee program ("FundVest") under the terms and conditions as
set forth in a separate agreement between Pershing and the
broker-dealer/correspondent ("Participating Correspondent(s)");

WHEREAS the terms and conditions set forth herein apply to mutual fund
transactions for funds participating in FundVest effected either on behalf of
customers of Participating Correspondents or customers of Pershing
("Client/Shareholder(s)");

WHEREAS the Fund wishes to have Pershing or a Participating Correspondent act as
a sub-transfer agent for the Fund with respect to shares of the Fund held under
the FundVest program.

WHEREAS the Fund Agent wishes to have Pershing or Participating Correspondents
provide, on its behalf, certain administrative services with respect to
Client/Shareholders of such Fund;

WHEREAS such services will be performed pursuant to the terms and conditions as
set forth herein and in the manner described in Schedule II attached hereto;

NOW THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:

1.   Services
     --------

     During the term of this Agreement, Pershing or Participating Correspondents
     will perform sub-transfer agency and shareholder services as set forth in
     Schedule III attached hereto (the "Services"). Such Schedule may be amended
     from time to time with mutual consent of the parties.

2.  Fees
    ----

     a.  For performance of Services, Pershing shall receive a fee (the "Fee")
         which will be calculated and paid as provided in Schedule IV attached
         hereto. Fees are solely for sub-transfer agency, shareholder servicing
         and other administrative services provided by Pershing or Participating
         Correspondents and do not constitute payment in any manner for
         investment advisory, distribution, trustee, or custodial services. Fees
         shall be payable on all shares of the Fund being held by Pershing for
         Client/Shareholders excluding: (i) shares held by Pershing for such
         Client/ Shareholders prior to the effective date of Agreement with Fund
         Agent; (ii) shares first placed into a Client/Shareholders account
         after the termination of the Agreement with such Fund; (iii) shares on
         which Pershing or Participating Correspondent has, upon purchase,
         assessed any transaction fee.

         The total number of shares of the funds upon which Fees are due
         Pershing are referred to within this Agreement as program shares
         ("Program Shares"). This Fee is in addition to any service or 12b-1
         fees due and payable by Fund Agent to Pershing or Participating




<PAGE>   3




         Correspondent pursuant to any existing l2b-1 or service agreements
         between Fund Agent and Pershing or Participating Correspondent.

      b. Fund Agent's sole responsibility for Fee payment shall be to Pershing.

      c. In the event that Schedule III is revised, the parties agree, in good
         faith, to negotiate a revision of fees set forth in Schedule IV.

3.   Transaction Charges
     -------------------

     Pershing or any Participating Correspondent shall not, during the term of
     this Agreement, assess against, or collect from, Client/Shareholders, any
     transaction fee upon the purchase or redemption of any Fund's shares that
     meet the minimum purchase criteria set forth in this Agreement, except as
     noted in Section 4 below. Client/Shareholder purchases not meeting the
     criteria as set forth herein may be charged a transaction fee by the
     Participating Correspondent or Pershing, as the case may be, and will not
     be included in Fee invoices presented to Fund for payment.

4.   Short Term Redemptions
     ----------------------

     It is hereby understood that Pershing or Participating Correspondents may
     apply a redemption fee for any short-term redemption of shares purchased
     within specified time frames.

5.   Indemnification
     ---------------

      a. Pershing shall indemnify and hold harmless Fund Agent, the Fund, their
         directors' officers, employees, and agents (hereinafter "Indemnified
         Parties") from and against any and all losses, claims, liabilities and
         expenses (including, but not limited to, reasonable attorney's fees)
         incurred by any of them and arising as a result of: (i) Pershing's
         dissemination of information (oral or written) regarding the any Funds,
         that is materially incorrect and that was not provided to Pershing, or
         approved by such Fund, any of its affiliated persons (as defined in the
         Investment Company Act of 1940, as amended (the "1940 Act")
         (affiliates) or agents; or (ii) Pershing's willful misconduct or
         negligence in the performance of, or failure to perform, its
         obligations under this Agreement, except to the extent the losses are a
         result of the negligence, willful misconduct, or breach of this
         Agreement by an Indemnified Party or (iii) the failure of Pershing to
         comply with any provision hereof or the breach of any representation or
         warranty herein (including the Schedules hereto).

     b.  Fund Agent hereby agrees to indemnify Pershing and Participating
         Correspondents their directors, officers, employees, and agents
         (hereinafter, "Indemnified Parties") from and against any and all
         losses, claims, damages, liabilities and expenses (including, but not
         limited to, reasonable attorney's fees) to which Pershing or
         Participating Correspondents may become subject as a result of (i) Fund
         Agents violation of any law, rule or regulation, at common law or
         otherwise, including any related to or in connection with the offering
         for sale of Fund shares, (ii) dissemination of any information,
         advertising or promotional material regarding Fund, that is materially
         incorrect, inaccurate or misleading and which was provided or generated
         by Fund Agent or any of its affiliated persons (as defined in the
         Investment Company of 1940, as amended (the "1940 Act")); or (iii)
         willful misconduct or negligence in the performance of, or failure to
         perform, its obligations pursuant to this Agreement except to the
         extent the losses are a result of the negligence or willful misconduct
         of an Indemnified Party.

     c.  In any event, no party shall be liable for any special, consequential
         or incidental damages.


<PAGE>   4


     d.  In order that the indemnification provisions contained herein shall
         apply, upon the assertion of a claim or loss for which any party (the
         "Indenmitor") may be required to indemnify another party (the
         "Indemnitee"), the Indemnitee shall promptly notify the Indemnitor of
         such assertion or loss, and shall keep the INDEMINITOR ADVISED WITH
         RESPECT to all developments concerning any such claim. The Indemnitor
         shall have the option to participate at its expense with the Indemnitee
         in the defense of any such claim. The Indemnitee shall in no case
         confess any claim or make any compromise in any case in which the
         Indemnitor may be required to indemnify it except with the Indemnitor's
         prior written consent.

     e.  This Section 5 shall survive termination of this Agreement.

6.   Role of Parties
     ---------------

     The parties acknowledge and agree that the Services under this Agreement
     are sub-transfer agent, recordkeeping, shareholder communication, and
     related services only and are not the services of an underwriter or a
     principal underwriter within the meaning of the Securities Act of 1933, as
     amended, or the Investment Company Act of 1940. This Agreement does not
     grant Pershing or Participating Correspondents any right to purchase shares
     from any Fund (although it does not preclude them from purchasing any such
     shares), nor does it constitute Pershing or Participating Correspondent an
     agent of the Fund Agent for purposes of selling shares of any Fund to any
     dealer or to the public. To the extent Pershing or Participating
     Correspondent is involved in the purchase of shares of Fund by
     Client/Shareholders, such involvement will be as agent of such
     Client/Shareholders only.

7.   Information to be provided
     --------------------------

     The Fund Agent shall provide to Pershing, prior to the effectiveness of
     this Agreement, or as soon thereafter as possible, a copy of the current
     prospectus and statement of additional information for each Fund
     participating in the program described herein. The Fund Agent shall provide
     Pershing with written copies of any amendments to, or changes in such
     documents as soon as possible after such amendments or changes become
     available.

8.   Notices
     -------

     All notices required under this Agreement must be in writing and delivered
     either personally or via first class mail. Such notices will be deemed to
     be received as of the date of actual receipt, or three (3) days after
     deposit, first class postage prepaid, in the United States mail, whichever
     is earlier.

     All such notices shall be made:
     If to Pershing, to:            Pershing Division of Donaldson, Lufkin
                                    & Jenrette Securities Corporation
                                    One Pershing Plaza
                                    Jersey City, New Jersey 07399

     with a copy to: Attention: General Counsel (at the same address); if to the
     Fund Agent, to the address as given below in the signature block, with a
     copy to the General Counsel (at the same address).

9.   Nonexclusivity
     --------------

     Each Party acknowledges that the other may enter into agreements, similar
     to this one, with other parties, for the performance of services similar to
     those to be provided under this Agreement, unless otherwise agreed to in
     writing by the parties.



<PAGE>   5


10.  Assignability
     -------------

     This Agreement is not assignable by any party without the other party's
     prior written consent. Any attempted assignment in contravention hereof
     shall be null and void; provided, however, that Pershing or the Fund may
     assign its rights and obligations under this Agreement to any Affiliate.

11.  Schedules
     ---------

     All Schedules attached to this Agreement (as they may be amended from time
     to time) are, by this REFERENCE, INCORPORATED INTO, AND MADE A PART of,
     this Agreement.

12.  Entire Agreement Amendment
     --------------------------

     This Agreement (including the Schedules attached hereto), constitutes the
     entire agreement between the parties with regard to the subject matter
     herein. Additionally, these materials supersede any and all agreements,
     representations and warranties, whether written or oral, made prior to the
     execution of this Agreement. This Agreement and the Schedules attached
     hereto may be amended only by a writing executed by each party to be bound
     by the amendment.

13.  Governing Law
     -------------

     This Agreement will be governed by, and interpreted under, the laws of the
     State of New York as applied to contracts entered into and to be performed
     entirely within that state.

14.  Counterparts
     ------------

     This Agreement may be executed in one or more counterparts, each of which
     will be deemed an original, but all of which together shall constitute one
     instrument.

15.  Effectiveness of Agreement Termination
     --------------------------------------

     a. This Agreement will become effective as to a Fund as of (i) the date set
        forth on Schedule I opposite the name of the Fund; or (ii) such later
        date as Pershing may, in its discretion, designate.

     b. This Agreement shall have an initial term of one (1) year after which it
        may be terminated, as to one or more Funds (as reflected in Schedule I),
        by either party (i) upon sixty (60) days written notice to the other
        parties; or (ii) upon such shorter notice as is required by law, order,
        or instruction from a court of competent jurisdiction, regulatory body,
        or self-regulatory organization with jurisdiction over the terminating
        party; or (iii) automatically, effective on the day following
        termination of any plan of distribution ("Rule 12b-1 Plan") adopted and
        maintained pursuant to Rule 12b-1 under the 1940 Act by any fund that
        has a Rule 12b-1 Plan in effect as of the effective date of this
        Agreement, provided that a portion of the Fee is paid pursuant to the
        Rule 12b-1 Plan to; (iv) Fund Agent's non-performance of
        responsibilities including, but not limited to, non-payment of Fees.

     c. Upon termination as to a Fund, Fund Agent will not be obligated to pay
        the Fee with respect to any shares of the Fund that become part of a
        Client/Shareholders account after the date of such termination. However,
        notwithstanding any such termination, the Fund will remain obligated to
        pay Pershing the Fee as to each share of such Fund that was considered
        when calculating the Fee as of the date of termination (a
        "Pre-Termination Share"), for so long as such Pre-Termination Share is
        held in any Client/Shareholders account and Pershing or Participating
        Correspondent continues to perform the Services as to such shares.

16.  Confidentiality
     ---------------

     Each party acknowledges and understands that any and all technical, trade
     secret, or business information, including, without limitation, financial
     information, business or marketing strategies or plans, product development
     or customer information, which is disclosed to the other or is otherwise
     obtained by the other, its affiliates, agents or representatives during the
     term of this Agreement (the


<PAGE>   6


     "Proprietary Information") is confidential and proprietary, constitutes
     trade secrets of the owner, and is of great value and importance to the
     success of the owner's business. Each party agrees to use its best efforts
     (the same being not less than that employed to protect his own proprietary
     information) to safeguard the Proprietary Information and to prevent the
     unauthorized, negligent or inadvertent use or disclosure thereof. Neither
     party shall, without the prior written approval of any officer of the
     other, directly or indirectly, disclose the Proprietary Information to any
     person or business entity except for a limited number of employees,
     attorneys, accountants and other advisors of the other on a need-to-know
     basis or as may be required by law or regulation. Each party shall promptly
     notify the other in writing of any unauthorized, negligent or inadvertent
     use or disclosure of Proprietary information.

     Each party shall be liable under this Agreement to the other for any use or
     disclosure in violation of this Agreement by its employees, attorneys,
     accountants, or other advisors or agents. This section shall continue in
     full force and effect notwithstanding the termination of this Agreement.

17.  Custody
     -------

     Fund acknowledges that Fund shares maintained by the Fund for
     Client/Shareholders hereunder are held in custody for the exclusive benefit
     of Client/Shareholders and shall be held free of any right, charge,
     security interest, lien or claim against Pershing or Participating
     Correspondents in favor of the Fund or its agents acting on behalf of the
     Fund.

18.  Additional Terms applicable to One Group
     ----------------------------------------

     The names 'One(R) Group Mutual Funds' and 'Trustees of One(R) Group Mutual
     Funds' 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 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
     'One(R) Group Mutual Funds' 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.


<PAGE>   7



IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have
executed this Agreement.

Fund Agent: The One Group Services Company      Pershing Division of Donaldson,
                                                Lufkin & Jenrette Securities
By:    /s/  Mark S. Redman                      Corporation
   ------------------------------------

Print Name:  Mark S. Redman                     By:  /s/ John C. Colas
            ---------------------------             ----------------------------

Title:   President                              Print Name:  John C. Colas
       --------------------------------                    ---------------------

Address:  3435 Stelzer Road                     Title: Senior Vice President
          -----------------------------                -------------------------
                Columbus, OH 43219
- ---------------------------------------


One Group Mutual Funds

By: /s/ James T. Gillespie
    -----------------------------------

Print Name:  James T. Gillespie
            ---------------------------
Title:  Vice President
      ---------------------------------
Address:  3435 Stelzer Road
         ------------------------------
                Columbus, OH 43219
- ---------------------------------------


<PAGE>   8



                                   SCHEDULE I

                    Fund                                              Date

One Group High Yield Bond Fund Class A                               5/l/99
One Group Bond Fund Class A                                          5/l/99
One Group Balanced Fund Class A                                      5/l/99
One Group Large Cap Growth Fund Class A                              5/l/99
One Group Large Cap Value Fund Class A                               5/l/99
One Group Mid Cap Growth Fund Class A                                5/l/99
One Group International Equity Index Fund Class A                    5/l/99
One Group Mid Cap Value Fund Class A                                 5/l/99
One Group Equity Income Fund Class A                                 5/l/99
One Group Diversified Equity Fund Class A                            5/l/99
One Group Small Cap Growth Fund Class A                              5/1/99
One Group Investor Balanced Fund Class A                             5/l/99
One Group Investor Conservative Growth Fund Class A                  5/1/99
One Group Investor Growth Fund Class A                               5/l/99
One Group Investor Growth & Income Fund Class A                      5/l/99
One Group Small Cap Value Fund Class A                               5/l/99
One Group Diversified Mid Cap Fund Class A                           5/l/99



<PAGE>   9


                                   SCHEDULE II

                OPERATIONAL PROCEDURES RELEVANT TO THE AGREEMENT

Unless processed using the NSCC FundServ and/or Networking interfaces in the
customary manner as prescribed by the NSCC, or as amended by mutual agreement
whether verbally or in writing, operational responsibilities will be executed as
outlined below in paragraphs (1), (2), and (3).

(1) NON FUNDSERV PURCHASE AND REDEMPTION ORDERS

Pershing will aggregate and calculate purchase and redemption orders for shares
of a Fund that it has accepted as placed by Client/Shareholders prior to the
close of trading on the New York Stock Exchange, and will communicate to Fund
Agent such orders for each Fund for each business day. Fund Agent agrees that
such orders will receive the applicable Fund's closing net asset value for that
business day, provided they have been received by Pershing by 4:00 p.m.
(Eastern time) and are communicated to Fund by 8:00 p.m. Eastern Time.

(2) SETTLEMENT OF NON FUNDSERV TRADES

Both Pershing and Fund will use their best efforts to cause to be transmitted by
wire on the Business Day immediately following trade date (settlement date) to
an account as directed by the counterpart, the proceeds of all redemption orders
and the purchase price of all purchase orders.

(3) ACCOUNT ACTIVITY AND DISTRIBUTION INFORMATION (OMNIBUS OR HOUSE ACCOUNTS)

(a) Fund shall cause to be provided to Pershing confirmations of Fund activity
in the form of statements detailing activity no less frequently than monthly, as
well as other information as may reasonably be requested by Pershing.

(b) Fund shall cause to be provided to Pershing all distribution announcement
information (ex. dates, record dates, payable dates, distribution rate per
share, record date share balances, etc.) as soon as it is announced by each
Fund.



<PAGE>   10


                                  SCHEDULE III

Schedule of services to be performed by Pershing or Participating Correspondent
(s) pursuant to this Agreement.

 1.  Pershing/Participating Correspondent represents and warrants that it has
     and will continue at all times to have the necessary facilities, equipment
     and personnel to perform the services hereunder in a businesslike and
     competent manner and its system complies with any applicable laws, rules
     and regulations related to the services to be provided under this
     Agreement, including the maintenance and preservation of all records and
     registrations required by any applicable laws, rules and regulations.

 2.  Client/Shareholders are aware that they are transacting business with
     Pershing/Participating Correspondent and not the Fund Agent, and will look
     to Pershing/Participating Correspondent and not the Fund Agent for
     resolution of problems or discrepancies in their accounts.

 3.  PERSHING/PARTICIPATING CORRESPONDENT AGREES THAT IT WILL PERFORM VARIOUS
     services for the Client/Shareholders in those accounts, including where
     applicable:

                  -   Establishing and maintaining records of
                      Client/Shareholders' accounts;
                  -   Processing purchase and redemption transactions;
                      Confirming Client/Shareholder transactions;
                  -   Answering routine client inquires regarding the Fund;
                  -   Assisting clients in changing dividend options, accounts
                      designations and addresses; withholding taxes on
                      non-resident alien accounts;
                  -   Disbursing income dividends and capital gains
                      distributions;
                  -   Reinvesting dividends and distributions; Preparing and
                      delivering to Client/Shareholders and state and federal
                      authorities, including the United States Internal Revenue
                      Service, such information respecting dividends and
                      distributions paid by the Funds as may be required by law,
                      rule or regulation;
                  -   Withholding on dividends and distributions as may be
                      required by state or Federal authorities from time to
                      time;
                  -   And such other services as Fund may reasonably request.

     Pershing/Participating Correspondent shall maintain all historical
     Client/Shareholder records, consistent with requirements of all applicable
     laws, rules and regulations. Upon the request of the Fund or Fund Agent,
     Pershing shall provide copies of all the historical records relating to
     transactions between the Funds and the Client/Shareholders, written
     communications regarding the Funds to or from the Client/Shareholders and
     other materials, in each case (1) as are maintained by Pershing in the
     ordinary course of its business, and (2) as may reasonably be requested to
     enable the Fund including without limitation its auditors or legal counsel
     to (A) monitor and review the Services, (B) comply with any request of a
     governmental or self regulatory organization, (C) verify compliance by
     Pershing with the terms of this agreement, (D) make required regulatory
     reports, or (E) perform general customer supervision. Pershing agrees that
     it will permit the Fund Agent to have reasonable access to its personnel
     and records in order to facilitate the monitoring of the services. Upon the
     request of Pershing, Fund Agent shall provide copies of all the historical
     records relating to transactions between the Funds and Pershing, written
     communications regarding the Funds to or from Pershing and other materials,
     in each case (1) as are maintained by the Fund Agent in the ordinary course
     of its business and in compliance with applicable law, and (2) as may be
     requested to enable Pershing to (A) comply with the request of any
     governmental body or self regulatory organization, (B) verify compliance by
     the Fund Agent with the terms of this Agreement, (C) make required
     regulatory reports, or (D) perform general customer supervision.

<PAGE>   11


4.   Pershing/Participating Correspondent shall make available to Fund Agent (if
     requested) records or communications necessary to determine the number of
     Client/Shareholders in each Pershing/Participating Correspondent omnibus
     account, if applicable.



<PAGE>   12


                                   SCHEDULE IV

For performance of Services as outlined in Schedule 11 (attached hereto),
Pershing shall receive a service fee calculated as follows:

An annual service fee rate of 15 basis points of the average daily market value
of Program Shares, to be paid monthly upon receipt of invoice by the Fund Agent
from Pershing. Total market value of Program Shares will be calculated daily and
averaged throughout the exact number of days in the month to arrive at the
average daily market value.

The fee shall be paid by both the Fund and Fund Agent. The Fund shall pay no
more than that portion of the fee equivalent to $16 per account for each account
holding Program Shares, and the Fund Agent shall pay the remainder of the fee.

Payment shall be made by Fund and Fund Agent to Pershing within 30 days after
Fund's receipt of such invoice. Unless otherwise agreed to by Pershing, Fund,
and Fund Agent, such payment shall be by wire transfer and shall be separate
from other wire transfer payments from the Fund and Fund Agent to Pershing.






<PAGE>   1
                                  Exhibit (i)

                              Opinion and Consent
                                       of
                                  Ropes & Gray
<PAGE>   2
                                  ROPES & GRAY
                              ONE FRANKLIN SQUARE
                              1301 K STREET, N.W.
                                 SUITE 800 EAST
                             WASHINGTON, D.C. 20005

                   WRITER'S DIRECT DIAL NUMBER: (202) 626-3925



                                October 21, 1999


One Group(R) Mutual Funds
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
One Group(R) Mutual Funds ("Trust"), as permitted by Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"). You propose to file
a post-effective amendment on Form N-1A (the "Post-Effective Amendment") to your
Registration Statement in order to register under the 1933 Act and the 1940 Act
shares of the Funds of the Trust.

         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 Code of Regulations 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 issue and sale
of authorized but unissued Shares of the Funds have been duly authorized under
Massachusetts law. Upon the original issue and sale of your authorized but
unissued 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.


<PAGE>   3

         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 Post-Effective Amendment. We consent to the filing of this opinion
with and as part of your Post-Effective Amendment.


                                   Sincerely,



                                   /s/  Ropes & Gray

                                   Ropes & Gray


<PAGE>   1
                                 Exhibit (J)(1)


                                    Consent

                                       of
                           PricewaterhouseCoopers LLC
<PAGE>   2
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Post-Effective Amendment
No. 51 to the Registration Statement on Form N-1A (File No. 2-95973) of One
Group Mutual Funds, of our reports dated August 20, 1999 on our audits of the
financial statements and financial highlights of the Prime Money Market Fund,
the U.S. Treasury Securities Money Market Fund, the Municipal Money Market Fund,
the Michigan Municipal Money Market Fund, the Ohio Municipal Money Market Fund,
the Ultra Short-Term Bond Fund, the Short-Term Bond Fund, the Intermediate Bond
Fund, the Bond Fund, the Income Bond Fund, the Government Bond, Fund, the
Treasury & Agency Fund, the High Yield Bond Fund, the Short-Term Municipal Bond
Fund, the Intermediate Tax-Free Bond Fund, the Tax-Free Bond Fund, the Municipal
Income Fund, the Arizona Municipal Bond Fund, the Kentucky Municipal Bond Fund,
the Louisiana Municipal Bond Fund, the Michigan Municipal Bond Fund, the Ohio
Municipal Bond Fund, the West Virginia Municipal Bond Fund, the Institutional
Prime Money Market Fund, the Treasury Only Money Market Fund, the Government
Money Market Fund, the Cash Management Money Market Fund, the Treasury Prime
Cash Management Money Market Fund, the U.S. Government Securities Cash
Management Money Market Fund, the Treasury Cash Management Money Market Fund,
the Municipal Cash Management Money Market Fund, the Small Cap Growth Fund, the
Small Cap Value Fund, the Mid Cap Growth Fund, the Mid Cap Value Fund, the
Diversified Mid Cap Fund, the Large Cap Growth Fund, the Large Cap Value Fund,
the Equity Income Fund, the Diversified Equity Fund, the Balanced Fund, the
Equity Index Fund, the Market Expansion Index Fund, the International Equity
Index Fund, the Diversified International Fund, the Investor Conservative Growth
Fund, the Investor Balanced, the Investor Growth & Income Fund and the Investor
Growth Fund constituting One Group Mutual Funds which reports are included in
the Annual Reports to Shareholders for the period ended June 30, 1999, which are
incorporated by reference in the Statement of Additional Information in this
Post-Effective Amendment to the Registration Statement. We also consent to the
references to our Firm under the caption "Financial Highlights" in the
Prospectuses and "Experts" in the Statement of Additional Information relating
to One Group Mutual Funds in this Post-Effective Amendment No. 51 to the
Registration Statement on Form N-1A (File No. 2-95973).



                           /s/ PricewaterhouseCoopers LLP
                           PricewaterhouseCoopers LLP

Columbus, Ohio
October 21, 1999



<PAGE>   1
                                 Exhibit (j)(2)

                            Consent of Ropes & Gray

<PAGE>   2
                               CONSENT OF COUNSEL


         We hereby consent to the use of our name and the references to our firm
under the caption "Legal Counsel" and "Experts" included in or made a part of
Post-Effective Amendment No. 51 to the Registration Statement of the One
Group(R) Mutual Funds (Nos. 2-95973 and 811-4236) on Form N-1A under the
Securities Act of 1933, as amended.

                                                              /s/ ROPES & GRAY
                                                              ROPES & GRAY

Washington, D.C.
October 21, 1999



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