INDEPENDENCE ONE MUTUAL FUNDS
497, 1995-08-31
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INDEPENDENCE ONE FIXED INCOME FUND
(A PORTFOLIO OF INDEPENDENCE ONE MUTUAL FUNDS)
PROSPECTUS


The shares of Independence One Fixed Income Fund (the "Fund") offered by this
prospectus represent interests in a diversified portfolio of securities which is
one of a series of investment portfolios in Independence One Mutual Funds (the
"Trust"), an open-end management investment company (a mutual fund). Michigan
National Bank professionally manages the Fund's Portfolio.



The investment objective of the Fund is to seek total return. The Fund seeks to
achieve its investment objective by investing in a diversified portfolio of
high-grade fixed income securities.


Shares of the Fund are intended to be sold as an investment vehicle for
institutions, corporations, fiduciaries and individuals. Shareholders can
invest, reinvest or redeem shares at any time without charge or penalty imposed
by the Fund. Shareholders have access to other portfolios of the Trust through
an exchange program.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
MICHIGAN NATIONAL BANK, ARE NOT ENDORSED OR GUARANTEED BY MICHIGAN NATIONAL
BANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.


This prospectus contains the information you should read and know before you
invest in shares of the Fund. Keep this prospectus for future reference.

   
The Fund has also filed a Statement of Additional Information dated August 23,
1995 with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling toll-free 1-800-334-2292.
    


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

   
Prospectus dated August 23, 1995
    


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- --------------------------------------------------------------------------------

GENERAL INFORMATION                                                            2
- --------------------------------------------------------------------------------

INVESTMENT INFORMATION                                                         2
- --------------------------------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
     Acceptable Investments                                                    3
     U.S. Government Obligations                                               3
     Corporate Debt Obligations                                                4
       Fixed Rate Corporate Debt
          Obligations                                                          4
       Floating Rate Corporate Debt
          Obligations                                                          4
     Demand Master Notes                                                       5
     Convertible Securities                                                    5

     Zero Coupon Convertible Securities                                        5

     Mortgage-Backed Securities                                                6
       Adjustable Rate Mortgage Securities                                     6
       Collateralized Mortgage Securities                                      6
       Real Estate Mortgage Investment
          Conduits                                                             7
     Asset-Backed Securities                                                   7
   
     Risks of Mortgage-Backed
       and Asset-Backed Securities                                             7
    
     Demand Features                                                           8
     Restricted and Illiquid Securities                                        8
     Repurchase Agreements                                                     8
     When-Issued and Delayed Delivery
       Transactions                                                            8
     Investing in Securities of Other
       Investment Companies                                                    9
     Lending of Portfolio Securities                                           9
     Other Investment Techniques                                               9
   
       Risks                                                                   9
  Derivative Contracts and Securities                                         10
    

  Investment Limitations                                                      10


INDEPENDENCE ONE MUTUAL FUNDS
  INFORMATION                                                                 10
- --------------------------------------------------------------------------------

  Management of the Trust                                                     10
     Board of Trustees                                                        10
     Investment Adviser                                                       11
       Advisory Fees                                                          11
       Adviser's Background                                                   11
  Distribution of Fund Shares                                                 12
  Administration of the Fund                                                  12
     Administrative Services                                                  12
     Custodian                                                                12
     Transfer Agent and
       Dividend Disbursing Agent                                              12
     Independent Auditors                                                     13
  Expenses of the Fund                                                        13

NET ASSET VALUE                                                               13
- ------------------------------------------------------

INVESTING IN THE FUND                                                         13
- ------------------------------------------------------

  Share Purchases                                                             13
     To Place an Order                                                        13
  Minimum Investment Required                                                 14
  What Shares Cost                                                            14
  Certificates and Confirmations                                              14
  Dividends and Capital Gains                                                 14


EXCHANGING SECURITIES FOR FUND SHARES                                         15
- ------------------------------------------------------

EXCHANGE PRIVILEGE                                                            15
- ------------------------------------------------------
  Exchange by Telephone                                                       16
  Written Exchange                                                            17
   
REDEEMING FUND SHARES                                                         17
- ------------------------------------------------------
    
     By Telephone                                                             17
     By Mail                                                                  17
  Accounts with Low Balances                                                  18

SHAREHOLDER INFORMATION                                                       18
- ------------------------------------------------------
  Voting Rights                                                               18
  Massachusetts Partnership Law                                               19

EFFECT OF BANKING LAWS                                                        19
- ------------------------------------------------------

TAX INFORMATION                                                               20
- ------------------------------------------------------
  Federal Income Tax                                                          20

PERFORMANCE INFORMATION                                                       20
- ------------------------------------------------------

ADDRESSES                                                             Back Cover
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

                        SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S>
<C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)..............................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering
price)....................................................................
None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as
applicable)..................................................       None
Redemption Fee (as a percentage of amount redeemed, if
applicable).......................................       None
Exchange
Fee.............................................................................
 ................       None
</TABLE>

                        ANNUAL FUND OPERATING EXPENSES*
               (As a percentage of projected average net assets)

   
<TABLE>
<S>
<C>
Management Fee (after
waiver)(1)......................................................................
 ...      0.25%
12b-1
Fees............................................................................
 ...................       None
Total Other Expenses (after
waiver)(2)...................................................................
0.36%
     Total Fund Operating
Expenses(3)....................................................................
0.61%
</TABLE>
    
(1) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver by the investment adviser. The adviser can terminate this
    voluntary waiver at any time at its sole discretion. The maximum management
    fee is 0.75%.

   
(2) The Total Other Expenses are estimated to be 0.40% absent the anticipated
    voluntary waiver by the administrator.

(3)_ Total Fund Operating Expenses are estimated to be 1.15% absent the
     anticipated voluntary waivers detailed in notes (1) and (2).
    

*Annual Fund Operating Expenses in the table above are estimated based on
 expenses expected to be incurred during the fiscal year ending April 30, 1996.
 During the course of this period, expenses may be more or less than the amount
 shown.

     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR A MORE COMPLETE DESCRIPTION OF THE VARIOUS COSTS AND
EXPENSES, SEE "INDEPENDENCE ONE MUTUAL FUNDS INFORMATION" AND "INVESTING IN THE
FUND." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.
   
<TABLE>
<S>
<C>        <C>
EXAMPLE
1 YEAR     3 YEAR
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period.
The Fund charges no redemption
fees.............................................................     $6
$20
</TABLE>
    
     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING APRIL 30, 1996.

GENERAL INFORMATION
- --------------------------------------------------------------------------------


The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated
January 9, 1989. The Declaration of Trust permits the Trust to offer separate
series of shares representing interests in separate portfolios of securities.
The shares in any one portfolio may be offered in separate classes. This
prospectus relates only to the Trust's portfolio known as Independence One Fixed
Income Fund. As of the date of this prospectus, the Fund does not offer separate
classes of shares.



Shares of the Fund are designed primarily for individuals and institutions as a
convenient means of accumulating an interest in a professionally-managed,
diversified portfolio investing primarily in high grade fixed-income securities.
A minimum initial investment of $1,000 is required. Subsequent investments must
be in the amount of at least $100.


INVESTMENT INFORMATION
- --------------------------------------------------------------------------------


INVESTMENT OBJECTIVE



The investment objective of the Fund is to seek total return. The investment
objective cannot be changed without the approval of shareholders. Total return
consists of income and capital gains. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus. Unless indicated otherwise,
the investment policies described below may be changed by the Board of Trustees
("Trustees") without the approval of shareholders. Shareholders will be notified
before any material change in these policies becomes effective.


INVESTMENT POLICIES


The Fund pursues its investment objective by investing primarily in a
diversified portfolio of high-grade fixed income securities that, at the time of
purchase, are rated A or higher by Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("S&P"), or Fitch Investors Service, Inc.
("Fitch") or which, if unrated, are deemed to be of comparable quality to
securities with such ratings, as determined by Michigan National Bank (the
"Adviser.")



In pursuing its investment objective, the Fund will attempt to deliver share
price and/or income performance in excess of the bond market in general as
measured by such broad indices as the Lehman Brothers Government/Corporate
Index. The Fund presently expects to maintain an average dollar-weighted
maturity of between 5 and 10 years, although securities of longer or shorter
maturities may be purchased. The Fund will invest, under normal circumstances,
at least 65% of the value of its total assets in fixed income securities.


   
The Adviser will use a multi-disciplined management approach which combines
judgments about the interest rate environment with other active management
techniques, such as emphasizing or de-emphasizing particular industry groups, in
selecting the Fund's investments. Fixed income securities will be purchased for
the Fund based on the Adviser's expectations regarding general market interest
rate trends and the impact such trends would have on the total return of the
fixed
income securities. As a secondary consideration, the Adviser will attempt to
reduce loss of principal relative to the fixed income markets. However, the
primary consideration will be total return, which includes capital gain and
income.
    



The Adviser attempts to manage the Fund's total performance, which includes both
changes in principal value of the Fund's portfolio and interest income earned,
to anticipate the opportunities and risks of changes in market interest rates.
The Adviser does not select securities purely to maximize the current yield of
the Fund. When the Adviser expects that market interest rates may decline, which
would cause prices of outstanding debt obligations to rise, it generally extends
the average maturity of the Fund's portfolio. When, in the Adviser's judgment,
market interest rates may rise, which would cause market prices of outstanding
debt obligations to decline, it generally shortens the average maturity of the
Fund's portfolio. The amount of change in market prices of debt obligations in
response to changes in market interest rates generally depends on the maturity
of the debt obligations; the debt obligations with the longest maturities will
generally experience the greatest market price changes. The Adviser also
attempts to improve the Fund's total return by weighing the relative value of
fixed income securities issues having similar maturities in selecting portfolio
securities. By actively managing the Fund's portfolio in this manner, the
Adviser seeks to provide capital appreciation during periods of falling interest
rates and protection against capital depreciation during periods of rising
rates.


ACCEPTABLE INVESTMENTS.  The Fund invests primarily in a professionally-managed,
diversified portfolio of fixed income securities which include:


       domestic issues of corporate debt obligations, including demand master
       notes, rated at the time of purchase Aaa, Aa, or A by Moody's, AAA, AA,
       or A by S&P or by Fitch or, if unrated, of comparable quality as
       determined by the Adviser;



       obligations issued or guaranteed by the U.S. government, its agencies or
       instrumentalities;



       asset-backed securities, including mortgage-backed securities;


       repurchase agreements collateralized by high quality, liquid investments;
       and

       money market instruments.


If a security loses its rating or has its rating reduced after the Fund has
purchased it, the Fund is not required to sell or otherwise dispose of the
security, but may consider doing so. A description of the ratings categories is
contained in the Appendix to the Statement of Additional Information.



The Fund may also borrow money, lend portfolio securities, and invest in
restricted and illiquid securities, convertible securities and securities of
other investment companies. The Fund may engage in reverse repurchase
agreements, when-issued and delayed delivery transactions, put and call options,
futures, and options on futures.


U.S. GOVERNMENT OBLIGATIONS. The U.S. government obligations in which the Fund
invests are either issued or guaranteed by the U.S. government, its agencies, or
instrumentalities. These securities include, but are not limited to:

       direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
       notes, and bonds; and

       notes, bonds, and discount notes of U.S. government agencies or
       instrumentalities, such as: the Farm Credit System, including the
       National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Farmers Home Administration; Federal Home Loan Banks;
       Federal Home Loan Mortgage Corporation; Federal National Mortgage
       Association; Government National Mortgage Association; and Student Loan
       Marketing Association.

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and credit of the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to other agencies or instrumentalities, since it is not obligated to so do.
These agencies and instrumentalities are supported by:

       the issuer's right to borrow an amount limited to a specific line of
       credit from the U.S. Treasury;

       discretionary authority of the U.S. government to purchase certain
       obligations of an agency or instrumentality; or

       the credit of the agency or instrumentality.


CORPORATE DEBT OBLIGATIONS. The Fund invests in corporate debt obligations,
including corporate bonds, notes, and debentures, which may have floating or
fixed rates of interest.



     FIXED RATE CORPORATE DEBT OBLIGATIONS.  The Fund will invest in fixed rate
     securities, including fixed rate securities with short-term
     characteristics. Fixed rate securities with short-term characteristics are
     long-term debt obligations but are treated in the market as having short
     maturities because call features of the securities may make them callable
     within a short period of time. A fixed rate security with short-term
     characteristics would include a fixed income security priced close to the
     call or redemption price or a fixed income security approaching maturity,
     where the expectation of call or redemption is high.



     Fixed rate securities tend to exhibit more price volatility during times of
     rising or falling interest rates than securities with floating rates of
     interest. This is because floating rate securities, as described below, may
     behave more like short-term instruments in that the rate of interest they
     pay is subject to periodic adjustments based on a designated interest rate
     index. Fixed rate securities pay a fixed rate of interest and are more
     sensitive to fluctuating interest rates. In periods of rising interest
     rates the value of a fixed rate security is likely to fall. Fixed rate
     securities with short-term characteristics are not subject to the same
     price volatility as fixed rate securities without such characteristics.
     Therefore, they behave more like floating rate securities with respect to
     price volatility.



     FLOATING RATE CORPORATE DEBT OBLIGATIONS.  The Fund expects to invest in
     floating rate corporate debt obligations. Floating rate securities are
     generally offered at an initial interest rate which is at or above
     prevailing market rates. The interest rate paid on these securities is then
     reset periodically (commonly every 90 days) to an increment over some
     predetermined interest rate index. Commonly utilized indices include the
     three-month Treasury bill rate, the six-month Treasury bill rate, the
     one-month or three-month London Interbank Offered Rate



     (LIBOR), the prime rate of a bank, the commercial paper rates, or the
     longer-term rates on U.S. Treasury securities.


DEMAND MASTER NOTES. The Fund may invest in variable amount demand master notes.
Demand notes are short-term borrowing arrangements between a corporation or
government agency and an institutional lender (such as the Fund) payable upon
demand by either party. The notice period for demand typically ranges from one
to seven days, and the party may demand full or partial payment. Many master
notes give the Fund the option of increasing or decreasing the principal amount
of the master note on a daily or weekly basis within certain limits. Demand
master notes usually provide for floating or variable rates of interest.

CONVERTIBLE SECURITIES. Convertible securities are fixed income securities that
may be exchanged or converted into a predetermined number of the issuer's
underlying common stock at the option of the holder during a specified time
period. Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and
warrants, or a combination of the features of several of these securities. The
investment characteristics of each convertible security vary widely, which
allows convertible securities to be employed for different investment
objectives.


Convertible securities generally retain the investment characteristics of fixed
income securities until they have been converted, but also react to movements in
the underlying equity securities. The holder is entitled to receive the fixed
income of a bond or the dividend preference of a preferred stock until the
holder elects to exercise the conversion privilege. Usable bonds are corporate
bonds that can be used in whole or in part, customarily at full face value, in
lieu of cash to purchase the issuer's common stock. When owned as part of a unit
along with warrants, which are options to buy the common stock, they function as
convertible bonds, except that the warrants generally will expire before the
bond's maturity. Convertible securities are senior to equity securities and,
therefore, have a claim to assets of the corporation prior to the holders of
common stock in the case of liquidation. However, convertible securities are
generally subordinated to similar nonconvertible securities of the same company.
The interest income and dividends from convertible bonds and preferred stocks
provide a stable stream of income with generally higher yields than common
stocks, but lower than non-convertible securities of similar quality.



The Fund will exchange or convert the convertible securities held in its
portfolio into shares of the underlying common stock in instances in which, in
the Adviser's opinion, the investment characteristics of the underlying common
shares will assist the Fund in achieving its investment objective. Otherwise,
the Fund will hold or trade the convertible securities. In selecting convertible
securities for the Fund, the Adviser evaluates the investment characteristics of
the convertible security as a fixed income instrument, and the investment
potential of the underlying equity security for capital appreciation. In
evaluating these matters with respect to a particular convertible security, the
Adviser considers numerous factors, including the economic and political
outlook, the value of the security relative to other investment alternatives,
trends in the determination of the issuer's profits, and the issuer's management
capability and practices.



ZERO COUPON CONVERTIBLE SECURITIES. Zero coupon convertible securities are debt
securities which are issued at a discount to their face amount and do not
entitle the holder to any periodic payments
of interest prior to maturity. Rather, interest earned on zero coupon
convertible securities accretes at a stated yield until the security reaches its
face amount at maturity. Zero coupon convertible securities are convertible into
a specific number of shares of the issuer's common stock. In addition, zero
coupon convertible securities usually have features that provide the holder with
the opportunity to put the bonds back to the issuer at a stated price before
maturity. Generally, the prices of zero coupon convertible securities may be
more sensitive to market interest rate fluctuations than conventional
convertible securities. Additionally, federal tax law requires that interest on
zero coupon bonds be reported as income to the Fund even though the Fund
received no cash interest until the maturity or payment date of such securities.


MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans on real property. There are currently three basic
types of mortgage-backed securities: (i) those issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities, such as the Government
National Mortgage Association ("Ginnie Mae"), the Federal National Mortgage
Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation
("Freddie Mac"); (ii) those issued by private issuers that represent an interest
in or are collateralized by mortgage-backed securities issued or guaranteed by
the U.S. government or one of its agencies or instrumentalities; and (iii) those
issued by private issuers that represent an interest in or are collateralized by
whole loans or mortgage-backed securities without a government guarantee but
usually having some form of private credit enhancement.

     ADJUSTABLE RATE MORTGAGE SECURITIES.  Adjustable rate mortgage securities
     ("ARMS") are pass-through mortgage securities representing interests in
     adjustable rather than fixed interest rate mortgages. The ARMS in which the
     Fund invests are issued by Ginnie Mae, Fannie Mae or Freddie Mac, and are
     actively traded. The underlying mortgages which collateralize ARMS issued
     by Ginnie Mae are fully guaranteed by the Federal Housing Administration or
     Veterans Administration, while those collateralizing ARMS issued by Fannie
     Mae or Freddie Mac are typically conventional residential mortgages
     conforming to strict underwriting size and maturity constraints.

     COLLATERALIZED MORTGAGE OBLIGATIONS.  Collateralized mortgage obligations
     ("CMOs") are debt obligations collateralized by mortgage loans or mortgage
     pass-through securities. Typically, CMOs are collateralized by Ginnie Mae,
     Fannie Mae or Freddie Mac Certificates, but may be collateralized by whole
     loans or private pass-through securities.

     The Fund will only invest in CMOs which, at the time of purchase, are rated
     AAA by an NRSRO or are of comparable quality as determined by the Fund's
     investment adviser, and which may be: (a) collateralized by pools of
     mortgages in which each mortgage is guaranteed as to payment of principal
     and interest by an agency or instrumentality of the U.S. government; (b)
     collateralized by pools of mortgages in which payment of principal and
     interest is guaranteed by the issuer and such guarantee is collateralized
     by U.S. government securities; or (c) collateralized by pools of mortgages
     without a government guarantee as to payment of principal and interest, but
     which have some form of credit enhancement.

     REAL ESTATE MORTGAGE INVESTMENT CONDUITS.  Real estate mortgage investment
     conduits ("REMICs") are offerings of multiple class real estate
     mortgage-backed securities which qualify and elect treatment as such under
     provisions of the Internal Revenue Code. Issuers of REMICs may take several
     forms, such as trusts, partnerships, corporations, associations, or
     segregated pools of mortgages. Once REMIC status is elected and obtained,
     the entity is not subject to federal income taxation. Instead, income is
     passed through the entity and is taxed to the person or persons who hold
     interests in the REMIC. A REMIC interest must consist of one or more
     classes of "regular interests." To qualify as a REMIC, substantially all
     the assets of the entity must be in assets directly or indirectly secured
     principally by real property.


ASSET-BACKED SECURITIES. Asset-backed securities have structural characteristics
similar to mortgage-backed securities but have underlying assets that are not
mortgage loans or interests in mortgage loans. The Fund may invest in
asset-backed securities which, at the time of purchase, are rated A or higher by
a nationally recognized statistical rating organization ("NRSRO") including, but
not limited to, interests in pools of receivables, such as motor vehicle
installment purchase obligations and credit card receivables. These securities
may be in the form of pass-through instruments or asset-backed bonds. The
securities are issued by non-governmental entities and carry no direct or
indirect government guarantee.


   
RISKS OF MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Mortgage-backed and
asset-backed securities generally pay back principal and interest over the life
of the security. At the time the Fund reinvests the payments and any unscheduled
prepayments of principal received, the Fund may receive a rate of interest which
is actually lower than the rate of interest paid on these securities
("prepayment risks"). Mortgage-backed and asset-backed securities are subject to
higher prepayment risks than most other types of debt instruments with
prepayment risks because the underlying mortgage loans or the collateral
supporting asset-backed securities may be prepaid without penalty or premium.
Prepayment risks on mortgage-backed securities tend to increase during periods
of declining mortgage interest rates because many borrowers refinance their
mortgages to take advantage of the more favorable rates. Prepayments on
mortgage-backed securities are also affected by other factors, such as the
frequency with which people sell their homes or elect to make unscheduled
payments on their mortgages. Prepayments may result in a capital loss to the
Fund to the extent that the prepaid securities were purchased at a market
premium over their stated principal amount. Conversely, the prepayment of a
security purchased at a market discount from its stated principal amount will
accelerate the recognition of interest income by the Fund, which would be taxed
as ordinary income when distributed to the shareholders. Although asset-backed
securities generally are less likely to experience substantial prepayments than
are mortgage-backed securities, certain of the factors that affect the rate of
prepayments on mortgage-backed securities also affect the rate of prepayments on
asset-backed securities.
    


Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the benefit
of the same security interest in the related collateral. Credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, many of which give such
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the balance due. Most issuers of asset-backed securities backed by
motor vehicle installment purchase obligations
permit the servicer of such receivables to retain possession of the underlying
obligations. If the servicer sells these obligations to another party, there is
a risk that the purchaser would acquire an interest superior to that of the
holders of the related asset-backed securities. Further, if a vehicle is
registered in one state and is then reregistered because the owner and obligor
moves to another state, such reregistration could defeat the original security
interest in the vehicle in certain cases. In addition, because of the large
number of vehicles involved in a typical issuance and technical requirements
under state laws, the trustee for the holders of asset-backed securities backed
by automobile receivables may not have a proper security interest in all of the
obligations backing such receivables. Therefore, there is the possibility that
recoveries on repossessed collateral may not, in some cases, be available to
support payments on these securities.

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (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 Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.


RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities laws. To the extent
these securities are not determined to be liquid, the Fund will limit its
purchase of these securities, together with other securities considered to be
illiquid, including over-the-counter options, to 15% of its net assets.


REPURCHASE AGREEMENTS. Certain of the securities in which the Fund invests may
be purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities or other high-quality, liquid
securities to the Fund and agree at the time of sale to repurchase them at a
mutually agreed upon time and price. To the extent that the original seller does
not repurchase the securities from the Fund, the Fund could receive less than
the repurchase price on any sale of such securities.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to complete these transactions may cause the
Fund to miss a price or yield considered to be advantageous. Settlement dates
may be a month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices.
Accordingly, the Fund may pay more or less than the market value of the
securities on the settlement date.

The Fund may dispose of a commitment prior to settlement if the Fund's
investment adviser deems it appropriate to do so. In addition, the Fund may
enter into transactions to sell purchase commitments to third parties at current
market values and simultaneously acquire other commitments to purchase similar
securities at later dates. The Fund may realize short-term profits or losses
upon the sale of such commitments.

   
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES.  The Fund can acquire up
to 3 per centum of the total outstanding stock of other investment companies.
The Fund will not be subject to any other limitations with regard to the
acquisition of securities of other investment companies so long as the public
offering price of the Fund's shares does not include a sales load exceeding 1-1/
2 percent. The Fund will purchase securities of investment companies only in
open-market transactions involving only customary broker's commissions (although
the Fund does not expect to incur any broker's commissions in connection with
its purchases). However, these limitations are not applicable if the securities
are acquired in a merger, consolidation, reorganization, or acquisition of
assets. While it is the Fund's policy to waive its investment advisory fees on
Fund assets invested in securities of other open-end investment companies, it
should be noted that investment companies incur certain expenses, such as
custodian and transfer agent fees, and therefore, any investment by the Fund in
shares of another investment company would be subject to such duplicate
expenses.
    



LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both,
to broker/dealers, banks, or other institutional borrowers of securities. The
Fund will only enter into loan arrangements with broker/dealers, banks, or other
institutions which the Adviser has determined are creditworthy and will receive
collateral in the form of cash or U.S. government securities equal to at least
102% of the value of the securities loaned.


There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.


OTHER INVESTMENT TECHNIQUES. The Fund may purchase and sell financial futures
contracts and related options. In addition, the Fund may purchase put options on
its portfolio securities. These options will be used as a hedge to attempt to
protect securities which the Fund holds against decreases in value. The Fund may
also write covered call options on all or any portion of its portfolio to
generate income for the Fund. The Fund will write call options on securities
either held in its portfolio or which it has the right to obtain without payment
of further consideration or for which it has segregated cash or U.S. government
securities in the amount of any additional consideration.

   
RISKS
    



The market value of debt obligations, and therefore the Fund's net asset value,
will fluctuate due to changes in economic conditions and other market factors,
such as interest rates, which are beyond the control of the Adviser. The Adviser
could be incorrect in its expectations about the direction or extent of these
market factors. Although debt obligations with longer maturities offer
potentially greater returns, they have greater exposure to market price
fluctuation. Consequently, to the extent



the Fund is significantly invested in debt obligations with longer maturities,
there is a greater possibility of fluctuation in the Fund's net asset value.
However, the Adviser will attempt to reduce declines in the Fund's net asset
value by predicting the direction of interest rates.


   
DERIVATIVE CONTRACTS AND SECURITIES



The term "derivative" has traditionally been applied to certain contracts
(including futures, forward, option and swap contracts) that "derive" their
value from changes in the value of an underlying security, currency, commodity
or index. Certain types of securities that incorporate the performance
characteristics of these contracts are also referred to as "derivatives." The
term has also been applied to securities "derived" from the cash flows from
underlying securities, mortgages or other obligations.



Derivative contracts and securities can be used to reduce or increase the
volatility of an investment portfolio's total performance. While the response of
certain derivative contracts and securities to market changes may differ from
traditional investments, such as stock and bonds, derivatives do not necessarily
present greater market risks than traditional investments. The Fund will only
use derivative contracts for the purposes disclosed in the applicable prospectus
sections above. To the extent that the Fund invests in securities that could be
characterized as derivatives, such as asset-backed securities and
mortgage-backed securities, including ARMs, CMOs, and REMICs, it will only do so
in a manner consistent with its investment objectives, policies and limitations.
    


INVESTMENT LIMITATIONS

The Fund will not:


       borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an agreement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may borrow up to one-third of the value of its total assets and pledge
       securities to secure such borrowings; nor


       with respect to 75% of the value of its total assets, invest more than 5%
       of the value of its total assets in securities of one issuer (other than
       cash, cash items, or securities issued or guaranteed by the government of
       the United States or its agencies or instrumentalities, and repurchase
       agreements collaterized by such securities), or acquire more than 10% of
       the outstanding voting securities of any one issuer.

The above investment limitations cannot be changed without shareholder approval.


INDEPENDENCE ONE MUTUAL FUNDS INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trustees are responsible for managing the Trust's
business affairs and for exercising all of the Trust's powers except those
reserved for the shareholders. An Executive Committee of the Board of Trustees
handles the Board's responsibilities between meetings of the Board.


INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Michigan National Bank, as the
Fund's investment adviser (the "Adviser"), subject to direction by the Trustees.
The Adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the assets of the Fund.

   
     ADVISORY FEES. The Adviser receives an annual investment advisory fee
     equal to 0.75 of 1% of the Fund's average daily net assets. The fee paid by
     the Fund, while higher than the advisory fee paid by other mutual funds in
     general, is comparable to fees paid by other mutual funds with similar
     objectives and policies. The Adviser has undertaken to reimburse the Fund,
     up to the amount of the advisory fee, for operating expenses in excess of
     limitations established by certain states. The Adviser may voluntarily
     choose to waive a portion of its fee or reimburse certain expenses of the
     Fund.
    


     ADVISER'S BACKGROUND.  Michigan National Bank, a national banking
     association, is a wholly-owned subsidiary of Michigan National Corporation
     ("MNC"). Through its subsidiaries and affiliates, MNC, Michigan's fifth
     largest bank holding company in terms of total assets, as of December 31,
     1994, offers a full range of financial services to the public, including
     commercial lending, depository services, cash management, brokerage
     services, retail banking, mortgage banking, investment advisory services
     and trust services. Independence One Capital Management Corporation
     ("IOCM"), a nationally recognized investment advisory subsidiary of MNC,
     provides investment advisory services for trust and other managed assets.
     IOCM and the Trust Division of Michigan National Bank (the "Trust
     Division") have managed custodial assets totaling $9 billion. Of this
     amount, IOCM and the Trust Division have investment discretion over $2.2
     billion.

     Michigan National Bank has managed mutual funds since May 1989. The Trust
     Division has managed pools of commingled funds since 1964. In addition,
     Michigan National Bank presently manages its own investment portfolio of
     approximately $300 million in taxable, short-term instruments.

     As part of its regular banking operations, Michigan National Bank may make
     loans to or provide credit support for obligations issued by public
     companies or municipalities. Thus, it may be possible, from time to time,
     for the Fund to hold or acquire the securities of issuers which are also
     lending clients of Michigan National Bank. The lending relationship will
     not be a factor in the selection of securities.


     Bruce Beaumont is Vice President and Portfolio Manager for Michigan
     National Bank and Independence One Capital Management Corporation in
     Farmington Hills, and has been responsible for management of the Fund's
     portfolio since its inception. He joined Michigan National Bank in 1987. He
     earned his BA from Alma College and a MBA from Northwestern University.
     Bruce is a Chartered Financial Analyst and a Certified Public Accountant.

   
     On February 4, 1995, the Board of Directors of MNC approved a definitive
     agreement for the acquisition of that company by National Australia Bank
     Limited ("NAB"), which is a transnational banking organization,
     headquartered in Melbourne, Australia. On June 2, 1995, shareholders of MNC
     approved the merger. As a result, upon completion of the merger, MNC and
     its subsidiaries, including the Adviser, would become direct or indirect
     subsidiaries of NAB. It is anticipated that the merger will be completed in
     the third or fourth quarter of 1995. It is also anticipated that operations
     will continue to be conducted under the Michigan National Corporation and
     Michigan National Bank names.


     Under provisions of the Investment Company Act of 1940, completion of the
     merger would result in an assignment, and termination, of the Fund's
     current investment advisory contract with the Adviser. In view of the
     pending merger, the Fund's Board of Trustees has approved a new investment
     advisory contract ("New Advisory Contract") between the Trust and Michigan
     National Bank, as a subsidiary of National Australia Bank Limited (the "New
     Adviser"). The terms of the New Advisory Contract are identical in all
     material respects to the present advisory contract, i.e., Michigan National
     Bank will continue to provide investment advisory services to the Fund, and
     there will be no change in either the Fund's investment objective or
     investment policies, or the fees payable by the Fund for advisory services.
     The New Advisory Contract would become effective upon consummation of the
     merger, which is subject to the satisfaction of certain conditions
     including, among others, the receipt of all necessary regulatory approvals.
    


DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the Fund.
It is a Pennsylvania corporation organized on November 14, 1969, and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides the Fund with certain administrative personnel and
services necessary to operate the Fund, such as certain legal and accounting
services. Federated Administrative Services provides these at an annual rate as
specified below:

<TABLE>
<CAPTION>
        MAXIMUM                    AVERAGE AGGREGATE DAILY
  ADMINISTRATIVE FEE               NET ASSETS OF THE TRUST
<C>                      <S>
      .150 of 1%         on the first $250 million
      .125 of 1%         on the next $250 million
      .100 of 1%         on the next $250 million
      .075 of 1%         on assets in excess of $750 million
</TABLE>


The administrative fee received during any fiscal year shall be at least $50,000
for each portfolio in Independence One Mutual Funds. Federated Administrative
Services may choose voluntarily to waive a portion of its fee.



CUSTODIAN. _Michigan National Bank, Farmington Hills, Michigan, is custodian for
the securities and cash of the Fund.


   
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. _Federated Services Company,
Boston, Massachusetts, is transfer agent for the shares of the Fund and dividend
disbursing agent for the Fund.
    

INDEPENDENT AUDITORS.  The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of the Trust's
expenses. These expenses include, but are not limited to, the cost of:
organizing the Trust and continuing its existence; Trustees' fees; investment
advisory and administrative services; printing prospectuses and other Fund
documents for shareholders; registering the Trust, the Fund and shares of the
Fund; taxes and commissions; issuing, purchasing, repurchasing and redeeming
shares; fees for custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing, mailing, auditing,
accounting, and legal expenses; reports to shareholders and government agencies;
meetings of Trustees and shareholders and proxy solicitations therefor;
insurance premiums; association membership dues; and such nonrecurring and
extraordinary items as may arise. However, the Adviser may voluntarily waive
and/or reimburse some expenses.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per share fluctuates. It is determined by adding the
market value of all securities and other assets of the Fund, subtracting the
liabilities of the Fund, and dividing the remainder by the total number of
shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares of the Fund may be purchased through Michigan National Bank, Independence
One Brokerage Services, Inc. ("Independence One"), or through brokers or dealers
which have a sales agreement with the distributor. Texas residents must purchase
shares through Federated Securities Corp. at 1-800-618-8573. Investors may
purchase shares of the Fund on days on which both the New York Stock Exchange
and the Federal Reserve Wire System are open for business. In connection with
the sale of Fund shares, the distributor may from time to time offer certain
items of nominal value to any shareholder or investor. The Fund reserves the
right to reject any purchase request.

TO PLACE AN ORDER.  Investors may call toll-free 1-800-344-2292 to purchase
shares of the Fund through Michigan National Bank or Independence One. In
addition, investors may purchase shares of the Fund by calling their authorized
broker directly. Payments may be made either by check or wire transfer of
federal funds.

Payment by wire must be received before 4:00 p.m. (Eastern time). It is the
responsibility of Michigan National Bank, Independence One or broker/dealers to
transmit orders to the Fund by 5:00 p.m. (Eastern time) in order for shares to
be purchased at that day's price. For settlement of an order, payment must be
received within three business days of receipt of the order by check or wire
transfer. To purchase by check, the check must be included with the order and
made payable to "Independence One Fixed Income Fund." Checks must be converted
into federal funds to be considered received.

Federal funds should be wired as follows: Federated Services Company c/o
Michigan National Bank, Farmington Hills, Michigan; Account Number: 6856238933;
For Credit to: Independence One Fixed Income Fund; Fund Number (this number can
be found on the account statement or by contacting the Fund); Group Number or
Order Number; Nominee or Institution Name; and ABA Number 072000805.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments
must be in amounts of at least $100.

WHAT SHARES COST

Shares of the Fund are sold at their net asset value next determined after an
order is received. There is no sales charge imposed by the Fund.

The net asset value is determined at the close of the New York Stock Exchange
(normally 4:00 p.m. Eastern time) Monday through Friday, except on: (i) days on
which there are not sufficient changes in the value of the Fund's portfolio
securities that its net asset value might be materially affected; (ii) days
during which no shares are tendered for redemption and no orders to purchase
shares are received; and (iii) on the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder of record. Share certificates are not issued unless
shareholders so request by contacting their Michigan National Bank or
Independence One representative or authorized broker in writing.

Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND CAPITAL GAINS

Dividends are declared daily and paid monthly. Capital gains realized by the
Fund, if any, will be distributed at least once every 12 months. Dividends and
capital gains are automatically reinvested on payment dates in additional shares
without a sales charge unless cash payments are requested by shareholders in
writing to the Fund through their Michigan National Bank or Independence One
representative or authorized broker. Shares purchased with reinvested dividends
are credited to shareholder accounts on the following day.

EXCHANGING SECURITIES FOR FUND SHARES
- --------------------------------------------------------------------------------

The Fund may accept securities in exchange for Fund shares. The Fund will allow
such exchanges only upon the prior approval of the Fund and a determination by
the Fund and the Adviser that the securities to be exchanged are acceptable.

Any securities exchanged must meet the investment objective and policies of the
Fund, must have a readily ascertainable market value, and must be liquid. The
market value of any securities

exchanged in an initial investment, plus any cash, must be at least equal to the
minimum investment in the Fund. The Fund acquires the exchanged securities for
investment and not for resale.

Securities accepted by the Fund will be valued in the same manner as the Fund
values its assets. The basis of the exchange will depend on the net asset value
of Fund shares on the day the securities are valued. One share of the Fund will
be issued for the equivalent amount of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription or other rights
attached to the securities become the property of the Fund, along with the
securities.

If an exchange is permitted, it will be treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Fund
shares, a gain or loss may be realized by the investor.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

   
All shareholders of the Fund are shareholders of the Trust, which consists of
the Fund, Independence One Equity Plus Fund, Independence One Michigan Municipal
Bond Fund, Independence One U.S. Government Securities Fund and the following
money market funds: Independence One Michigan Municipal Cash Fund; Independence
One Prime Money Market Fund; and Independence One U.S. Treasury Money Market
Fund. Shareholders of the Fund have access to these funds ("participating
funds") through an exchange program.
    


With the exception of Independence One Prime Money Market Fund, the
participating funds currently offer only one class of shares. If such funds
should add a second class of shares, exchanges may be limited to shares of the
same class of each fund. Shareholders of the Fund have access to both Class A
and Class B Shares of Independence One Prime Money Market Fund through the
exchange program.

Shares of the Fund may be exchanged for shares of participating funds at net
asset value.

Shareholders who exercise this exchange privilege must exchange shares having a
net asset value at least equal to the minimum investment of the participating
fund into which they are exchanging. Prior to any exchange, the shareholder must
receive a copy of the current prospectus of the participating fund into which
the exchange is being made.

The exchange privilege is available to shareholders residing in any state in
which the participating fund shares being acquired may legally be sold. Upon
receipt by the transfer agent of proper instructions and all necessary
supporting documents, shares submitted for exchange will be redeemed at the
next-determined net asset value. If the exchanging shareholder does not have an
account in the participating fund whose shares are being acquired, a new account
will be established with the same registration, dividend, and capital gain
options as the account from which shares are exchanged, unless otherwise
specified by the shareholder. In the case where the new account registration is
not identical to that of the existing account, a signature guarantee is
required. (See "Redeeming Fund Shares--By Mail.") Exercise of this privilege is
treated as a redemption and

new purchase for federal income tax purposes and, depending on the
circumstances, a short or long-term capital gain or loss may be realized. The
Fund reserves the right to modify or terminate the exchange privilege at any
time. Shareholders would be notified prior to any modification or termination.
Shareholders may obtain further information on the exchange privilege by calling
their Michigan National Bank or Independence One representative or authorized
broker.

EXCHANGE BY TELEPHONE.  Shareholders may provide instructions for exchanges
between participating funds by telephone to their Michigan National Bank or
Independence One representative by calling 1-800-334-2292. In addition,
investors may exchange shares by calling their authorized brokers directly.
Shares may be exchanged by telephone only between fund accounts having identical
shareholder registrations.

An authorization form permitting the Fund to accept telephone exchange requests
must first be completed. It is recommended that investors requests this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service can
be obtained through a Michigan National Bank or Independence One representative
or authorized broker. Telephone exchange instructions may be recorded.

Telephone exchange instructions must be received by Michigan National Bank,
Independence One or an authorized broker and transmitted to the transfer agent
before 4:00 p.m. (Eastern time) for shares to be exchanged the same day.
Shareholders who exchange into a fund will not receive a dividend from the Fund
on the date of the exchange.

Shareholders may have difficulty in making exchanges by telephone through banks,
brokers, and other financial institutions during times of drastic economic or
market changes. If shareholders cannot contact their Michigan National Bank or
Independence One representative or authorized broker by telephone, it is
recommended that an exchange request be made in writing and sent by mail for
next day delivery. Send mail requests to: Independence One Mutual Funds, 27777
Inkster Road, Mail Code 10-52, Farmington Hills, Michigan 48333-9065.

Any shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, the transfer agent, by a Michigan
National Bank or Independence One representative or authorized broker and
deposited to the shareholder's account before being exchanged.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

WRITTEN EXCHANGE.  A shareholder wishing to make an exchange by written request
may do so by sending it to: Independence One Mutual Funds, 27777 Inkster Road,
Mail Code 10-52, Farmington Hills, Michigan 48333-9065. In addition, an investor
may exchange shares by sending a written request to their authorized broker
directly.

REDEEMING FUND SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests cannot
be executed on days on which the New York Stock Exchange is closed or on federal
holidays restricting wire transfers. Telephone or written requests for
redemption must be received in proper form and can be made to the Fund through a
Michigan National Bank or Independence One representative or authorized broker.
Although the transfer agent does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred redemptions
of less than $5,000.

BY TELEPHONE.  Shares may be redeemed by telephoning a Michigan National Bank or
an Independence One representative at 1-800-334-2292. In addition, shareholders
may redeem shares by calling their authorized brokers directly. Redemption
requests must be received and transmitted to the transfer agent before 4:00 p.m.
(Eastern time) in order for shares to be redeemed at that day's net asset value.
The Michigan National Bank or Independence One representative or authorized
broker is responsible for promptly submitting redemption requests and providing
proper written redemption instructions to the transfer agent. Registered
broker/dealers may charge customary fees and commissions for this service. If at
any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

For calls received before 4:00 p.m. (Eastern time) proceeds will normally be
wired the next day to the shareholder's account at a domestic commercial bank
that is a member of the Federal Reserve System or a check will be sent to the
address of record. In no event will proceeds be wired or a check sent more than
seven days after a proper request for redemption has been received.

An authorization form permitting the Fund to accept telephone redemption
requests must first be completed. It is recommended that investors request this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service can
be obtained through a Michigan National Bank or Independence One representative
or authorized broker. Telephone redemption instructions may be recorded.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Shareholders may redeem shares by sending a written request to the
Fund through their Michigan National Bank or Independence One representative or
authorized broker. The written request should include the shareholder's name,
the Fund name, the class designation, the account number, and the share or
dollar amount requested. Shareholders redeeming through Michigan National Bank
or Independence One should mail written requests to: Independence One Mutual
Funds, 27777 Inkster Road, Mail Code 10-52, Farmington Hills, Michigan
48333-9065. Investors redeeming through an authorized broker should mail written
requests directly to their broker.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

Shareholders requesting a redemption of $50,000 or more, a redemption of any
amount to be sent to an address other than that on record with the Fund, or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:

       a trust company or commercial bank whose deposits are insured by the Bank
       Insurance Fund, which is administered by the Federal Deposit Insurance
       Corporation ("FDIC");

       a member of the New York, American, Boston, Midwest, or Pacific Stock
       Exchange;

       a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

       any other "eligible guarantor institution", as defined in the Securities
       & Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days after receipt of a proper written redemption request.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of shareholders shall be called by the Trustees upon the
written request of shareholders owning at least 10% of the Trust's outstanding
shares.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of shareholders for such acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument that the Trust or its
Trustees enter into or sign.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use the
property of the Fund to protect or compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder for
any act or obligation of the Trust. Therefore, financial loss resulting from
liability as a shareholder will occur only if the Trust cannot meet its
obligations to indemnify shareholders and pay judgments against them from its
assets.

EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Federal Bank Holding Company Act of
1956 or any bank or non-bank affiliate thereof from sponsoring, organizing,
controlling or distributing the shares of a registered, open-end investment
company continuously engaged in the issuance of its shares, and prohibit banks
generally from issuing, underwriting, selling or distributing securities.
However, such banking laws and regulations do not prohibit such a holding
company affiliate or banks generally from acting as an investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer.
Michigan National Bank is subject to such banking laws and regulations.

Michigan National Bank believes, based on the advice of its counsel, that
Michigan National Bank may perform the services for the Fund contemplated by its
advisory agreement with the Trust without violation of the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or state
statutes and regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of such or future statutes and regulations, could
prevent Michigan National Bank from continuing to perform all or a part of the
above services for its customers and/or the Fund. If it were prohibited from
engaging in these customer-related activities, the Trustees would consider
alternative advisers and means of continuing available investment services. In
such event, changes in the operation of the Fund may occur, including possible
termination of any automatic or other Fund share investment and redemption
services then being provided by Michigan National Bank. It is not expected that
existing shareholders would suffer any adverse financial consequences (if
another adviser with equivalent abilities to Michigan National Bank is found) as
a result of any of these occurrences.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios, if any, will not be combined for tax purposes with
those realized by the Fund.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held their shares.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return and yield.

Total return represents the change, over a specific period of time, in the value
of an investment in the Fund after reinvesting all income and capital gain
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of the Fund is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the offering price per share of the Fund on the last
day of the period. This number is then annualized using semi-annual compounding.
The tax-equivalent yield of the Fund is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a specific tax rate. The yield and the
tax-equivalent yield do not necessarily reflect income actually earned by the
Fund and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.


INDEPENDENCE ONE
MUTUAL FUNDS

INDEPENDENCE ONE
FIXED INCOME FUND
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

INVESTMENT ADVISER
Michigan National Bank
27777 Inkster Road
Mail Code 10-52
Farmington Hills, Michigan 48333-9065

DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

CUSTODIAN
Michigan National Bank
27777 Inkster Road
Mail Code 10-52
Farmington Hills, Michigan 48333-9065

   
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Federated Services Company
P.O. Box 8600
Boston, Massachusetts 02266-8600
    

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
One Mellon Bank Center
Pittsburgh, Pennsylvania 15219



[RECYCLED PAPER LOGO]

   
Cusip 453777864
G00979-04 (5/95)
    



Independence One
Fixed Income Fund
Distributed by Federated Securities Corp.

   
Prospectus dated
August 23, 1995
    

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[LOGO OF MICHIGAN NATIONAL BANK]







                       INDEPENDENCE ONE FIXED INCOME FUND
                 (A PORTFOLIO OF INDEPENDENCE ONE MUTUAL FUNDS)
                      STATEMENT OF ADDITIONAL INFORMATION

   
     This Statement of Additional Information should be read with the
     prospectus of Independence One Fixed Income Fund (the "Fund"), a
     portfolio in Independence One Mutual Funds (the "Trust"), dated August
     23, 1995. This Statement is not a prospectus itself. To receive a copy
     of the prospectus, write the Fund or call toll-free at 1-800-334-2292.
    


     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

   
                        Statement dated August 23, 1995
    


      FEDERATED SECURITIES CORP.
      --------------------------------------------------
      Distributor
      A subsidiary of FEDERATED INVESTORS


TABLE OF CONTENTS
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GENERAL INFORMATION ABOUT THE FUND                                             1
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INVESTMENT OBJECTIVE AND POLICIES                                              1
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  Types of Investments                                                         1
  Portfolio Turnover                                                           6
  Investment Limitations                                                       6

INDEPENDENCE ONE MUTUAL FUNDS MANAGEMENT                                       8
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  Officers and Trustees                                                        8
  Fund Ownership                                                              10
  Trustees' Compensation                                                      10
  Trustee Liability                                                           10

INVESTMENT ADVISORY SERVICES                                                  10
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  Adviser to the Fund                                                         10
  Advisory Fees                                                               10

ADMINISTRATIVE SERVICES                                                       11
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CUSTODIAN                                                                     11
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BROKERAGE TRANSACTIONS                                                        11
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PURCHASING SHARES                                                             12
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  Conversion to Federal Funds                                                 12

DETERMINING NET ASSET VALUE                                                   12
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DETERMINING MARKET VALUE OF SECURITIES                                        12
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REDEEMING SHARES                                                              12
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  Redemption in Kind                                                          12

TAX STATUS                                                                    13
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  The Fund's Tax Status                                                       13
  Shareholders' Tax Status                                                    13
  Capital Gains                                                               13

TOTAL RETURN                                                                  13
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YIELD                                                                         13
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PERFORMANCE COMPARISONS                                                       14
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APPENDIX                                                                      16
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GENERAL INFORMATION ABOUT THE FUND
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The Fund is a portfolio in Independence One Mutual Funds (the "Trust"), which
was established as a Massachusetts business trust under a Declaration of Trust
dated January 9, 1989.


INVESTMENT OBJECTIVE AND POLICIES

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The investment objective of the Fund is to seek total return. The investment
objective cannot be changed without the approval of shareholders.


TYPES OF INVESTMENTS


The Fund pursues its investment objective by investing primarily in fixed income
securities that, at the time of purchase, are rated A or higher by Moody's
Investors Service ("Moody's"), Standard & Poor's Ratings Group ("S&P"), or Fitch
Investors Service ("Fitch") or, if unrated, are of comparable quality to
securities with such ratings as determined by the Fund's investment adviser. The
following discussion supplements the description of the Fund's investment
policies in the prospectus. Listed below are securities in which the Fund may
invest from time to time.


MONEY MARKET INSTRUMENTS

The Fund may invest in money market instruments such as:

 .instruments of domestic and foreign banks and savings and loans if they have
 capital, surplus, and undivided profits of over $100,000,000, or if the
 principal amount of the instrument is federally insured;


 .commercial paper rated, at the time of purchase, A-1 or better by S&P, Prime-1
 or better by Moody's, or F-1 or better by Fitch or, if unrated, are of
 comparable quality as determined by the Fund's investment Adviser;



 .time and savings deposits whose accounts are insured by the Bank Insurance Fund
 ("BIF"), which is administered by the Federal Deposit Insurance Corporation
 ("FDIC"), or in institutions whose accounts are insured by the Savings
 Association Insurance Fund, which is also administered by the FDIC, including
 certificates of deposit issued by, and other time deposits in, foreign branches
 of BIF-insured banks; or


 .bankers' acceptances.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES

Privately issued mortgage-related securities generally represent an ownership
interest in federal agency mortgage pass-through securities such as those issued
by Government National Mortgage Association. The terms and characteristics of
the mortgage instruments may vary among pass-through mortgage loan pools. The
market for such mortgage-related securities has expanded considerably since its
inception. The size of the primary issuance market and the active participation
in the secondary market by securities dealers and other investors makes
government-related pools highly liquid.

RESETS OF INTEREST RATES

The interest rates paid on certain mortgage-backed securities in which the Fund
invests generally are readjusted at intervals of one year or less to an
increment over some predetermined interest rate index. There are two main
categories of indices: 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 and five-year
constant maturity Treasury Note rates, the three-month Treasury Bill rate, the
six-month Treasury Bill rate, rates on longer-term Treasury securities, the
National Median Cost of Funds, the one-month or three-month LIBOR, the prime
rate of a specific bank, or commercial paper rates. Some indices, such as the
one-year constant maturity Treasury Note rate, closely mirror changes in market
interest rate levels. Others tend to lag changes in market rate levels and tend
to be somewhat less volatile.



To the extent that the adjusted interest rate on the mortgage security reflects
current market rates, the market value of an adjustable rate mortgage security
will tend to be less sensitive to interest rate changes than a fixed rate debt
security of the same stated maturity. However, adjustable rate mortgage
securities which use indices that lag changes in market rates should experience
greater price volatility than adjustable rate mortgage securities that closely
mirror the market. Certain residual interest tranches of CMOs may have
adjustable interest rates that deviate significantly from prevailing market
rates, even after the interest rate is reset, and are subject to correspondingly
increased price volatility. In the event the Fund purchases such residual
interest mortgage securities, it will factor in the increased interest and price
volatility of such securities when determining its dollar-weighted average
duration.

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CAPS AND FLOORS

The underlying mortgages which collateralize the ARMS, CMOs, and REMICs in which
the Fund invests will frequently have caps and floors which limit the maximum
amount by which the loan rate to the residential borrower may change up or down:
(1) per reset or adjustment interval, and (2) over the life of the loan. Some
residential mortgage loans restrict periodic adjustments by limiting changes in
the borrower's monthly principal and interest payments rather than limiting
interest rate changes. These payment caps may result in negative amortization.

The value of mortgage securities in which the Fund invests may be affected if
market interest rates rise or fall faster and farther than the allowable caps or
floors on the underlying residential mortgage loans. Additionally, even though
the interest rates on the underlying residential mortgages are adjustable,
amortization and prepayments may occur, thereby causing the effective maturities
of the mortgage securities in which the Fund invests to be shorter than the
maturities stated in the underlying mortgages.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

RESTRICTED AND ILLIQUID SECURITIES


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

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission staff
position set forth in the adopting release for Rule 144A (the "Rule") under the
Securities Act of 1933. The Rule is a non-exclusive, safe-harbor for certain
secondary market transactions involving securities subject to restrictions on
resale under federal securities laws. The Rule provides an exemption from
registration for resales of otherwise restricted securities to qualified
institutional buyers. The Rule was expected to further enhance the liquidity of
the secondary market for securities eligible for resale under the Rule. The Fund
believes that the staff of the Securities and Exchange Commission has left the
question of determining the liquidity of all restricted securities (eligible for
resale under the Rule) to the Trust's Board. The Board considers the following
criteria in determining the liquidity of certain restricted securities:

 .the frequency of trades and quotes for the security;

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

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

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

VARIABLE RATE DEMAND NOTES

Variable rate demand notes are long-term corporate debt instruments that have
variable or floating interest rates and provide the Fund with the right to
tender the security for repurchase at its stated principal amount plus accrued
interest. Such securities typically bear interest at a rate that is intended to
cause the securities to trade at par. The interest rate may float or be adjusted
at regular intervals (ranging from daily to annually), and is normally based on
an interest rate index or a published interest rate. Many variable rate demand
notes allow
the Fund to demand the repurchase of the security on not more than seven days'
prior notice. Other notes only permit the Fund to tender the security at the
time of each interest rate adjustment or at other fixed intervals.


REPURCHASE AGREEMENTS

The Fund requires its custodian to take possession of the securities subject to
repurchase agreements and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that, under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Fund's adviser to
be creditworthy pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS

The Fund also may enter into reverse repurchase agreements under certain
circumstances. This transaction is similar to borrowing cash. In a reverse
repurchase agreement, the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in return
for a percentage of the instrument's market value in cash, and agrees that on a
stipulated date in the future the Fund will repurchase the portfolio instrument
by remitting the original consideration plus interest at an agreed upon rate.
The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the Fund will be able to avoid selling portfolio instruments at a
disadvantageous time.

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market daily
and maintained until the transaction is settled.

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan. In
circumstances where the Fund does not, the Fund would terminate the loan and
regain the right to vote if that were considered important with respect to the
investment.

FUTURES AND OPTIONS TRANSACTIONS

As a means of reducing fluctuations in the net asset value of shares of the
Fund, the Fund may attempt to hedge its portfolio by buying and selling
financial futures contracts, buying put options on portfolio securities and put
options on financial futures contracts for portfolio securities, and writing
call options on futures contracts. The Fund also may write covered call options
on portfolio securities to attempt to increase its current income.


The effective use of futures and options as hedging techniques depends on the
correlation between their prices and the behavior of the Fund's portfolio
securities as well as the Fund's investment adviser's ability to accurately
predict the direction of stock prices, interest rates and other relevant
economic factors. Daily limits on the fluctuation of futures and options prices
could cause the Fund to be unable to timely liquidate its futures or options
position and cause it to suffer greater losses than would otherwise be the case.
In this regard, the Fund may be unable to anticipate the extent of its losses
from futures transactions.

The Fund will maintain its position in securities, options and segregated cash
subject to puts and calls until the options are exercised, closed, or have
expired. An option position may be closed out over-the-counter or on a
nationally-recognized exchange which provides a secondary market for options of
the same series. The Fund currently does not intend to invest more than 5% of
its total assets in options transactions.

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     FUTURES CONTRACTS

       The Fund may purchase and sell financial futures contracts to hedge
       against the effects of changes in the value of portfolio securities due
       to anticipated changes in interest rates and market conditions without
       necessarily buying or selling the securities. The Fund will not engage in
       futures transactions for speculative purposes.

       A futures contract is a firm commitment by two parties: the seller, who
       agrees to make delivery of the specific type of security called for in
       the contract ("going short"), and the buyer, who agrees to take delivery
       of the security ("going long") at a certain time in the future.

       For example, in the fixed income securities market, prices generally move
       inversely to interest rates. A rise in rates means a drop in price.
       Conversely, a drop in rates typically means a rise in price. In order to
       hedge its holdings of fixed income securities against a rise in market
       interest rates, the Fund could enter into contracts to deliver securities
       at a predetermined price (i.e., "go short") to protect itself against the
       possibility that the prices of its fixed income securities may decline
       during the Fund's anticipated holding period. The Fund would "go long"
       (agree to purchase securities in the future at a predetermined price) to
       hedge against a decline in market interest rates.

     "MARGIN" IN FUTURES TRANSACTIONS

       Unlike the purchase or sale of a security, the Fund does not pay or
       receive money upon the purchase or sale of a futures contract. Rather,
       the Fund is required to deposit an amount of "initial margin" in cash or
       U.S. Treasury bills with its custodian (or the broker, if legally
       permitted). The nature of initial margin in futures transactions is
       different from that of margin in securities transactions in that initial
       margin in futures transactions does not involve the borrowing of funds by
       the Fund to finance the transactions. Initial margin is in the nature of
       a performance bond or good faith deposit on the contract which is
       returned to the Fund upon termination of the futures contract, assuming
       all contractual obligations have been satisfied.

       A futures contract held by the Fund is valued daily at the official
       settlement price of the exchange on which it is traded. Each day the Fund
       pays or receives cash, called "variation margin," equal to the daily
       change in value of the futures contract. This process is known as
       "marking to market." Variation margin does not represent a borrowing or
       loan by the Fund, but is instead settlement between the Fund and the
       broker of the amount one would owe the other if the futures contract
       expired. In computing its daily net asset value, the Fund will mark to
       market its open futures positions.

       The Fund is also required to deposit and maintain margin when it writes
       call options on futures contracts.

       The Fund will comply with the following restrictions when purchasing and
       selling futures contracts. First, the Fund will not participate in
       futures transactions if the sum of its initial margin deposits on open
       contracts will exceed 5% of the market value of the Fund's total assets,
       after taking into account the unrealized profits and losses on those
       contracts it has entered into. Second, the Fund will not enter into these
       contracts for speculative purposes. Third, since the Fund does not
       constitute a commodity pool, it will not market itself as such, nor serve
       as a vehicle for trading in the commodities futures or commodity options
       markets. Connected with this, the Fund will disclose to all prospective
       investors the limitations on its futures and options transactions, and
       make clear that these transactions are entered into only for bona fide
       hedging purposes, or other permissible purposes pursuant to regulations
       promulgated by the Commodity Futures Trading Commission ("CFTC").
       Finally, because the Fund will submit to the CFTC special calls for
       information, the Fund will not register as a commodities pool operator.

     PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS

       The Fund may purchase listed put options on financial futures contracts.
       The Fund would use these options solely to protect portfolio securities
       against decreases in value resulting from market factors such as an
       anticipated increase in rates.

       Unlike entering directly into a futures contract, which requires the
       purchaser to buy a financial instrument on a set date at a specified
       price, the purchase of a put option on a futures contract entitles (but
       does not obligate) its purchaser to decide on or before a future date
       whether to assume a short position at the specified price.

       Generally, if the hedged portfolio securities decrease in value during
       the term of an option, the related futures contracts will also decrease
       in value and the option will increase in value. In such an event, the
       Fund will normally close out its option by selling an identical option.
       If the hedge is successful, the

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

       proceeds received by the Fund upon the sale of the second option will be
       large enough to offset both the premium paid by the Fund for the original
       option plus the decrease in value of the hedged securities.

       Alternatively, the Fund may exercise its put option to close out the
       position. To do so, it would simultaneously enter into a futures contract
       of the type underlying the option (for a price less than the strike price
       of the option) and exercise the option. The Fund would then deliver the
       futures contract in return for payment of the strike price. If the Fund
       neither closes out nor exercises an option, the option will expire on the
       date provided in the option contract, and only the premium paid for the
       contract will be lost.

     CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS


       In addition to purchasing put options on futures, the Fund may write
       listed call options on financial futures contracts or over-the-counter
       call options on future contracts to hedge its portfolio against an
       increase in market interest rates. When the Fund writes a call option on
       a futures contract, it is undertaking the obligation of assuming a short
       futures position (selling a futures contract) at the fixed strike price
       at any time during the life of the option if the option is exercised. As
       market interest rates rise, causing the prices of futures to decrease,
       the Fund's obligation under a call option on a future (to sell a futures
       contract) costs less to fulfill causing the value of the Fund's call
       option position to increase.


       In other words, as the underlying futures price goes down below the
       strike price, the buyer of the option has no reason to exercise the call,
       so that the Fund keeps the premium received for the option. This premium
       can substantially offset the drop in value of the Fund's portfolio
       securities.

       Prior to the expiration of a call written by the Fund, or exercise of it
       by the buyer, the Fund may close out the option by buying an identical
       option. If the hedge is successful, the cost of the second option will be
       less than the premium received by the Fund for the initial option. The
       net premium income of the Fund will then substantially offset the
       realized decrease in value of the hedged securities.


       The Fund will not maintain open positions in futures contracts it has
       sold or call options it has written on futures contracts if, in the
       aggregate, the value of the open positions (marked to market) exceeds the
       current market value of its portfolio, plus or minus the unrealized gain
       or loss on those open positions, adjusted for the correlation of
       volatility between the hedged securities and the futures contracts. If
       this limitation is exceeded at any time, the Fund will take prompt action
       to close out a sufficient number of open contracts to bring its open
       futures and options positions within this limitation.


     PURCHASING PUT OPTIONS ON PORTFOLIO SECURITIES

       The Fund may purchase put options on portfolio securities to protect
       against price movements in particular securities in its portfolio. A put
       option gives the Fund, in return for a premium, the right to sell the
       underlying security to the writer (seller) at a specified price during
       the term of the option. The Fund may purchase these put options as long
       as they are listed on a recognized options exchange and the underlying
       stocks are held in its portfolio.

     WRITING COVERED CALL OPTIONS ON PORTFOLIO SECURITIES


       The Fund may also write call options on securities either held in its
       portfolio or which it has the right to obtain without payment of further
       consideration or for which it has segregated cash in the amount of any
       additional consideration. As the writer of a call option, the Fund has
       the obligation, upon exercise of the option during the option period, to
       deliver the underlying security upon payment of the exercise price. The
       call options which the Fund writes must be listed on a recognized options
       exchange. Writing of call options by the Fund is intended to generate
       income for the Fund and thereby protect against price movements in
       particular securities in the Fund's portfolio.


     OVER-THE-COUNTER OPTIONS

       The Fund may purchase and write over-the-counter options on portfolio
       securities in negotiated transactions with the buyers or writers of the
       options for those options on portfolio securities held by the Fund and
       not traded on an exchange.

     RISKS

       When the Fund uses futures and options on futures as hedging devices,
       there is a risk that the prices of the securities subject to the futures
       contracts may not correlate perfectly with the prices of the securities
       in the Fund's portfolio. This may cause the futures contact and any
       related options to react differently than the portfolio securities to
       market changes. In addition, the Fund's adviser could be incorrect in its
       expectations about the direction or extent of market factors such as
       stock price movements. In these events, the Fund may lose money on the
       futures contract or option.


       It is not certain that a secondary market for positions in futures
       contracts or for options will exist at all times. Although the Fund's
       adviser will consider liquidity before entering into these transactions,
       there is no assurance that a liquid secondary market on an exchange or
       otherwise will exist for any particular futures contract or option at any
       particular time. The Fund's ability to establish and close out futures
       and options positions depends on this secondary market.


       To minimize risks, the Fund may not purchase or sell futures contracts or
       related options if immediately thereafter the sum of the amount of margin
       deposits on the Fund's existing futures positions and premiums paid for
       related options would exceed 5% of the market value of the Fund's total
       assets. When the Fund purchases futures contracts, an amount of cash and
       cash equivalents, equal to the underlying commodity value of the futures
       contracts (less any related margin deposits), will be deposited in a
       segregated account with the Fund's custodian (or the broker, if legally
       permitted) to collateralize the position and thereby insure that the use
       of such futures contract is unleveraged. When the Fund sells futures
       contacts, it will either own or have the right to receive the underlying
       future or security, or will make deposits to collateralize the position
       as discussed above.

WARRANTS

The Fund may invest in warrants. Warrants are basically options to purchase
common stock at a specific price (usually at a premium above the market value of
the optioned common stock at issuance) valid for a specific period of time.
Warrants may have a life ranging from less than a year to twenty years or may be
perpetual. However, most warrants have expiration dates after which they are
worthless. In addition, if the market price of the common stock does not exceed
the warrant's exercise price during the life of the warrant, the warrant will
expire as worthless. Warrants have no voting rights, pay no dividends, and have
no rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the market price of the warrant may tend to
be greater than the percentage increase or decrease in the market price of the
optioned common stock.


PORTFOLIO TURNOVER


The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. It is not anticipated that the portfolio trading
engaged in by the Fund will result in its annual rate of portfolio turnover
exceeding 100%.


INVESTMENT LIMITATIONS

     SELLING SHORT AND BUYING ON MARGIN

       The Fund will not sell any securities short or purchase any securities on
       margin, but may obtain such short-term credits as may be necessary for
       clearance of transactions. The deposit or payment by the Fund of initial
       or variation margin in connection with financial futures contracts or
       related options transactions is not considered the purchase of a security
       on margin.


     ISSUING SENIOR SECURITIES AND BORROWING MONEY


       The Fund will not issue senior securities except that the Fund may borrow
       money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total assets, including the amounts
       borrowed.


       The Fund will not borrow money or engage in reverse repurchase agreements
       for investment leverage, but rather as a temporary, extraordinary, or
       emergency measure to facilitate management of the portfolio by enabling
       the Fund to meet redemption requests when the liquidation of portfolio
       securities is deemed to be inconvenient or disadvantageous. The Fund will
       not purchase any securities while borrowings in excess of 5% of the value
       of the Fund's total assets are outstanding.

     PLEDGING ASSETS


       The Fund will not mortgage, pledge, or hypothecate any assets except to
       secure permitted borrowings. For purposes of this limitation, the
       following are not deemed to be pledges: margin deposits for the purchase
       and sale of futures contract and related options, and segregation or
       collateral arrangements made in connection with options activities or the
       purchase of securities on a when-issued basis.

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

     INVESTING IN REAL ESTATE


       The Fund will not purchase or sell real estate, including limited
       partnership interests, although it may invest in the securities of
       issuers whose business involves the purchase or sale of real estate or in
       securities which are secured by real estate or interests in real estate.



     INVESTING IN COMMODITIES, COMMODITY CONTRACTS, OR COMMODITY FUTURES
     CONTRACTS

       The Fund will not purchase or sell commodities, commodity contracts, or
       commodity futures contracts except to the extent that the Fund may engage
       in transactions involving futures contracts and related options.

     UNDERWRITING


       The Fund will not underwrite any issue of securities except as it may be
       deemed to be an underwriter under the Securities Act of 1933 in
       connection with the sale of restricted securities in accordance with its
       investment objectives, policies, and limitations.


     DIVERSIFICATION OF INVESTMENTS


       With respect to 75% of the value of its assets, the Fund will not
       purchase securities of any one issuer (other than securities issued or
       guaranteed by the government of the United States or its agencies or
       instrumentalities) if, as a result, more than 5% of the value of its
       total assets would be invested in the securities of that issuer. Also,
       the Fund will not acquire more than 10% of the outstanding voting
       securities of any one issuer.


     CONCENTRATION OF INVESTMENTS

       The Fund will not invest 25% or more of the value of its total assets in
       any one industry, except that the Fund may invest 25% or more of the
       value of its total assets in securities issued or guaranteed by the U.S.
       government, its agencies or instrumentalities, and repurchase agreements
       collateralized by such securities.

     LENDING CASH OR SECURITIES


       The Fund will not lend any of its assets except portfolio securities up
       to one-third of the value of its total assets. This shall not prevent the
       Fund from purchasing or holding U.S. government obligations, money market
       instruments, variable rate demand notes, bonds, debentures, notes,
       certificates of indebtedness, or other debt securities, entering into
       repurchase agreements, or engaging in other transactions; where permitted
       by the Fund's investment objectives, policies, and limitations.



The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Board of Trustees
("Trustees") without shareholder approval. Shareholders will be notified before
any material change in these limitations becomes effective.


     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES


       The Fund can acquire up to 3 per centum of the total outstanding stock of
       other investment companies. The Fund will not be subject to any other
       limitations with regard to the acquisition of securities of other
       investment companies so long as the public offering price of the Fund's
       shares does not include a sales load exceeding 1-1/2 percent. The Fund
       will purchase securities of investment companies only in open-market
       transactions involving only customary broker's commissions. However,
       these limitations are not applicable if the securities are acquired in a
       merger, consolidation, reorganization, or acquisition of assets, nor are
       they applicable with respect to securities of investment companies that
       have been exempted from registration under the Investment Company Act of
       1940.


     INVESTING IN RESTRICTED SECURITIES


       The Fund will not invest more than 10% of its total assets in securities
       subject to restrictions on resale under the federal securities laws,
       except for certain restricted securities which meet the criteria for
       liquidity as established by the Trustees.


     INVESTING IN ILLIQUID SECURITIES


       The Fund will not invest more than 15% of the value of its net assets in
       illiquid obligations, including repurchase agreements providing for
       settlement in more than seven days after notice, over-the-counter
       options, certain securities not determined by the Trustees to be liquid,
       and non-negotiable fixed time deposits with maturities over seven days.


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

     INVESTING IN MINERALS


       The Fund will not purchase interests in oil, gas, or other mineral
       exploration or development programs or leases, except it may purchase the
       securities of issuers which invest in or sponsor such programs.


     INVESTING IN NEW ISSUERS


       The Fund will not invest more than 5% of the value of its total assets in
       securities of issuers which have less than three years of continuous
       operations, including the operation of any predecessor. The Fund will
       apply this limitation by reference to the issuer of a CMO (or other
       asset-backed security) rather than requiring the CMO (or other
       asset-backed security) itself to have at least three years of continuous
       operations.


     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
     THE TRUST


       The Fund will not purchase or retain the securities of any issuer if the
       officers and Trustees of the Trust or its investment adviser, owning
       individually more than .5 of 1% of the issuer's securities, together own
       more than 5% of the issuer's securities.


     INVESTING IN PUT OPTIONS

       The Fund will not purchase put options on securities unless the
       securities are held in the Fund's portfolio and not more than 5% of the
       value of the Fund's total assets would be invested in premiums on open
       put option positions.

     WRITING COVERED CALL OPTIONS

       The Fund will not write call options on securities unless the securities
       are held in the Fund's portfolio or unless the Fund is entitled to them
       in deliverable form without further payment or after segregating cash in
       the amount of any further payment.

     INVESTING IN WARRANTS

       The Fund will not invest more than 5% of its assets in warrants,
       including those acquired in units or attached to other securities. To
       comply with certain state restrictions, the Fund will limit its
       investment in such warrants not listed on nationally recognized stock
       exchanges to 2% of its net assets. (If state restrictions change, this
       latter restriction may be revised without notice to shareholders.) For
       purposes of this investment restriction, warrants acquired by the Fund in
       units or attached to securities may be deemed to be without value.


     PURCHASING SECURITIES TO EXERCISE CONTROL

       The Fund will not purchase securities of a company for purpose of
       exercising control or management.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan, having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of deposit, to be "cash items."

The Fund does not intend to borrow money in excess of 5% of the value of its
total assets during the current fiscal year.


INDEPENDENCE ONE MUTUAL FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

Officers and Trustees are listed with their addresses, birthdates, principal
occupations, and present positions, including any affiliation with Michigan
National Bank, Michigan National Corporation, Federated Investors, Federated
Securities Corp., Federated Administrative Services, and Federated Services
Company.


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

Robert E. Baker
4327 Stoneleigh Road
Bloomfield Hills, MI
Birthdate: May 6, 1930

Trustee

Retired; formerly, Vice Chairman, Chrysler Financial Corporation.

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

Harold Berry
100 Galleria Officentre,
  Suite 219
Southfield, MI
Birthdate: September 17, 1925

Trustee

Managing Partner, Berry Enterprises; Chairman, Independent Sprinkler Companies,
Inc.; formerly, Chairman, Executive Committee, Federal Enterprises, Inc.;
Chairman, Berry, Ziegelman & Company.

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

Clarence G. Frame+
W-875 First Bank Building
332 Minnesota Street
St. Paul, MN
Birthdate: July 26, 1918

Trustee

Director, Tosco Corporation, Chicago Milwaukee Corporation, and Voyageur Funds
Group; formerly, Vice Chairman, First Bank System, Inc. and President, The First
National Bank of St. Paul, a subsidiary of First Bank System, Inc.

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

Harry J. Nederlander+*
231 S. Woodward,
 Suite 219
Birmingham, MI
Birthdate: September 5, 1917

Trustee

Chairman, Nederlander Enterprises.

- --------------------------------------------------------------------------------
   
Thomas S. Wilson
Two Championship Drive
Auburn Hills, MI
Birthdate: October 9, 1949

Trustee

President and Executive Administrator, Detroit Pistons ; President, Arena
Associates, Inc.
    

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

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930

President and Treasurer

Executive Vice President, Treasurer and Director, Federated Securities Corp.;
Chairman, Treasurer and Trustee, Federated Administrative Services; Vice
President, Treasurer and Trustee, Federated Investors.

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

Jeffrey W. Sterling
Federated Investors Tower
Pittsburgh, PA
Birthdate: February 5, 1947
Vice President and Assistant Treasurer

Vice President, Federated Administrative Services.
- --------------------------------------------------------------------------------

Jay S. Neuman
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 22, 1950

Secretary

Corporate Counsel, Federated Investors; Prior to January 1991, Associate
Counsel, The Boston Company
Advisors, Inc.

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

+Member of the Trust's Executive Committee. The Executive Committee of the Board
 of Trustees handles the responsibilities of the Board of Trustees between
 meetings of the Board

*This Trustee is deemed to be an "interested person" of the Fund or Trust as
 defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding shares of the Fund.

TRUSTEES' COMPENSATION

<TABLE>
<CAPTION>
                               AGGREGATE
     NAME, POSITION          COMPENSATION
       WITH TRUST             FROM TRUST*
<S>                        <C>
Robert E. Baker                 $8,500
  Trustee

Harold Berry                    $8,500
  Trustee

Clarence G. Frame               $8,500
  Trustee

Harry J. Nederlander            $8,500
  Trustee

Thomas S. Wilson                $7,650
  Trustee
</TABLE>


* Information is furnished for the fiscal year ended April 30, 1995. The
  aggregate compensation is provided for the Trust which was comprised of four
  portfolios at April 30, 1995. The Trust is the only investment company in the
  Fund Complex.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.


INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

The Fund's investment adviser is Michigan National Bank (the "Adviser").

The Adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security, or for anything done or omitted by it, except acts
or omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the Trust.


Because of the internal controls maintained by Michigan National Bank to
restrict the flow of non-public
information, Fund investments are typically made without any knowledge of
Michigan National Bank's or
its affiliates' lending relationships with an issuer.



ADVISORY FEES


For its advisory services, Michigan National Bank receives an annual investment
advisory fee as described in the prospectus.



     STATE EXPENSE LIMITATIONS


       The Adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets,
       2% per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the Adviser will reimburse the
       Trust for its expenses over the limitation.


       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.


       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.



ADMINISTRATIVE SERVICES


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


Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for the fees set forth in the
prospectus.



CUSTODIAN


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


Michigan National Bank, Farmington Hills, Michigan, is custodian for the
securities and cash of the Fund. For the services to be provided to the Trust
pursuant to the Custodian Agreement, the Trust pays the custodian an annual fee
based upon the average daily net assets of the Fund and which is payable
monthly. The custodian will also charge transaction fees and out-of-pocket
expenses.



BROKERAGE TRANSACTIONS


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


When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.


The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the Adviser
and may include:


 . advice as to the advisability of investing in securities;


 . security analysis and reports;


 . economic studies;


 . industry studies;


 . receipt of quotations for portfolio evaluations; and


 . similar services.


The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.


Research services provided by brokers may be used by the Adviser for other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.



PURCHASING SHARES
- --------------------------------------------------------------------------------


Shares are sold at their net asset value without a sales charge on days when
both the New York Stock Exchange and the Federal Reserve Wire System are open
for business. The procedure for purchasing shares of the Fund is explained in
the prospectus under "Investing in the Fund."



CONVERSION TO FEDERAL FUNDS

   
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Michigan National Bank acts as the shareholder's agent in
depositing checks and converting them to federal funds.
    


DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.


DETERMINING MARKET VALUE OF SECURITIES
- --------------------------------------------------------------------------------


The market values of the Fund's portfolio securities are determined as follows:


 . for bonds and other fixed income securities, as determined by an independent
  pricing service;


 . for short-term obligations, according to the mean between bid and asked prices
  as furnished by an independent pricing service, or for short-term obligations
  with remaining maturities of 60 days or less at the time of purchase, at
  amortized cost;


 . for equity securities, according to the last sale price on a national
  securities exchange, if applicable;


 . in the absence of recorded sales for listed equity securities, according to
  the mean between the last closing bid and asked prices;


 . for unlisted equity securities, latest bid prices; or

 . for all other securities, at fair value as determined in good faith by the
  Trustees.


Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.


The Fund will value futures contracts and options at their market values
established by the exchanges at the close of options trading on such exchanges
unless the Trustees determine in good faith that another method of valuing
option positions is necessary.



REDEEMING SHARES
- --------------------------------------------------------------------------------


The Fund redeems shares at the next computed net asset value after Federated
Services Company receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Fund Shares."



REDEMPTION IN KIND


Although the Fund intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Fund's portfolio. To satisfy registration
requirements in a particular state, redemption in kind will be made (for any
shareholder requesting redemption) in readily marketable securities to the
extent that such securities are available. If this state's policy changes, the
Fund reserves the right to redeem in kind by delivering those securities it
deems appropriate.


Redemption in kind will be made in conformity with applicable SEC rules, taking
such securities at the same value employed in determining net asset value and
selecting the securities in a manner the Trustees determine to be fair and
equitable.


The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Fund is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.



TAX STATUS
- --------------------------------------------------------------------------------



THE FUND'S TAX STATUS


The Fund expects to pay no federal income tax because it intends to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:


 . derive at least 90% of its gross income from dividends, interest, and gains
  from the sale of securities;


 . derive less than 30% of its gross income from the sale of securities held less
  than three months;


 . invest in securities within certain statutory limits; and


 . distribute to its shareholders at least 90% of its net income earned during
  the year.


Federal income tax law requires the holder of a zero coupon convertible security
to recognize income with respect to the security prior to the receipt of cash
payments. To maintain its qualification as a regulated investment company and
avoid liability of federal income taxes, the Fund will be required to distribute
income accrued with respect to zero coupon convertible securities which it owns,
and may have to sell portfolio securities (perhaps at disadvantageous times) in
order to generate cash to satisfy these distribution requirements.



SHAREHOLDERS' TAX STATUS


Shareholders are subject to federal income tax on dividends received as cash or
additional shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends, and any short-term capital gains, are taxable as ordinary income.



CAPITAL GAINS


Long-term capital gains distributed to shareholders will be treated as long-term
capital gains regardless of how long shareholders have held shares.



TOTAL RETURN
- --------------------------------------------------------------------------------


The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the net asset value per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, less any applicable sales charge, adjusted
over the period by any additional shares, assuming the reinvestment of all
dividends and distributions.



YIELD
- --------------------------------------------------------------------------------


The yield for the Fund is determined each day by dividing the net investment
income per share (as defined by the SEC) earned by the Fund over a thirty-day
period by the maximum offering price per share of the Fund on the last day of
the period. This value is then annualized using semi-annual compounding. This
means that the amount of income generated during the thirty-day period is
assumed to be generated each month over a 12-month period and is reinvested
every six months. The yield does not necessarily reflect income actually earned
by the Fund because of certain adjustments required by the SEC and, therefore,
may not correlate to the dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
the performance will be reduced for those shareholders paying those fees.



PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------



The Fund's performance depends upon such variables as:



 . portfolio quality;



 . average portfolio maturity;



 . type of instruments in which the portfolio is invested;



 . changes in interest rates and market value of portfolio securities;



 . changes in the Fund's expenses; and



 . various other factors.


The Fund's performance fluctuates on a daily basis largely because net earnings
and the maximum offering price per share fluctuate daily. Both net earnings and
offering price per share are factors in the computation of yield and total
return.


Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors, such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:



 . LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) INDEX is comprised of
  approximately 5,000 issues which include: non-convertible bonds publicly
  issued by the U.S. government or its agencies; corporate bonds guaranteed by
  the U.S. government and quasi-federal corporations; and publicly issued, fixed
  rate, non-convertible domestic bonds of companies in industry, public
  utilities, and finance. The average maturity of these bonds approximates nine
  years. Tracked by Lehman Brothers, the index calculates total returns for
  one-month, three-month, twelve-month, and ten-year periods and year-to-date.



 . LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
  making comparative calculations using total return. Total return assumes the
  reinvestment of all capital gains distributions and income dividends and takes
  into account any change in net asset value over a specific period of time.
  From time to time, the Fund will quote its Lipper ranking in the "fixed income
  funds" category in advertising and sales literature.



 . LEHMAN BROTHERS AGGREGATE BOND INDEX is a total return index measuring both
  the capital price changes and income provided by the underlying universe of
  securities, weighted by market value outstanding. The Aggregate Bond Index is
  comprised of the Lehman Brothers Government Bond Index, Corporate Bond Index,
  Mortgage-Backed Securities Index and the Yankee Bond Index. These indices
  include: U.S. Treasury obligations, including bonds and notes; U.S. agency
  obligations, including those of the Farm Credit System, including the National
  Bank for Cooperatives, Farm Credit Banks, and Banks for Cooperatives; Farmers
  Home Administration; Federal Home Loan Banks; Federal Home Loan Mortgage
  Corporation; Federal National Mortgage Association; Government National
  Mortgage Association; Student Loan Marketing Association; foreign obligations;
  and U.S. investment grade corporate debt and mortgage-backed obligations. All
  corporate debt included in the Aggregate Bond Index has a minimum rating of
  BBB by S&P or Fitch Investor's Service, Inc. ("Fitch"), or a minimum rating of
  Baa by Moody's.



 . MERRILL LYNCH CORPORATE AND GOVERNMENT INDEX includes issues which must be in
  the form of publicly placed, non convertible, coupon-bearing domestic debt and
  must carry a term of maturity of at least one year. Par amounts outstanding
  must be no less than $10 million at the start and at the close of the
  performance measurement period. Corporate instruments must be rated by S&P or
  by Moody's as investment-grade issues (i.e., BBB/Baa or better).



 . MERRILL LYNCH DOMESTIC MASTER INDEX includes issues which must be in the form
  of publicly placed, non convertible, coupon-bearing domestic debt and must
  carry a term to maturity of at least one year. Par amounts outstanding must be
  no less than $10 million at the start and at the close of the performance
  measurement period. The Domestic Master Index is a broader index than the
  Merrill Lynch Corporate and Government Index and includes, for example,
  mortgage-related securities. The mortgage market is divided by agency, type of
  mortgage and coupon and the amount outstanding in each agency/type/coupon
  subdivision must be no less than $200 million at the start and at the close of
  the performance measurement period. Corporate instruments must be rated by S&P
  or by Moody's as investment-grade issues (i.e., BBB/Baa or better).



 . SALOMON BROTHERS AAA-AA CORPORATE INDEX calculates total returns of
  approximately 775 issues which include long-term, high grade domestic
  corporate taxable bonds, rated AAA-AA with maturities of twelve years or more
  and companies in industry, public utilities, and finance.



 . LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is an unmanaged
  index comprised of all the bonds issued by the Lehman Brothers
  Government/Corporate Bond Index with maturities between 1 and 9.99
  years. Total return is based on price appreciation/depreciation and income as
  a percentage of the original investment. Indices are rebalanced monthly by
  market capitalization.


 . MORNINGSTAR, INC., an independent rating service, is the publisher of the
  bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
  NASDAQ-listed mutual funds of all types, according to their risk-adjusted
  returns. The maximum rating is five stars, and ratings are effective for two
  weeks.


Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. These total returns also
represent the historic change in the value of an investment in the Fund based on
monthly reinvestment of dividends over a specified period of time.



APPENDIX
- --------------------------------------------------------------------------------



STANDARD AND POOR'S RATINGS GROUP CORPORATE BOND RATINGS


AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.


AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.


A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.


NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.


S&P may apply a plus (+) or minus (-) to the above rating classifications to
show relative standing within the classifications.



MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS


Aaa--Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.


Aa--Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "AAA" group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "AAA" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "AAA"
securities.


A--Bonds which are rated "A" possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment some time in the future.


NR--Not rated by Moody's. Moody's applies numerical modifiers, 1, 2 and 3 in
each generic rating classification from "Aa" through "B" in its corporate bond
rating system. 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.



FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATING DEFINITIONS


AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.


AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+."


A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.


NR--NR indicates that Fitch does not rate the specific issue.



STANDARD & POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS


A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.


A-2--Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.



MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS


PRIME-1--Issuers rated "PRIME-1" (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. "PRIME-1"
repayment capacity will normally be evidenced by many of the following
characteristics:


 . Leading market positions in well-established industries;



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



 . High rates of return on funds employed;


 . Conservative capitalization structure with moderate reliance on debt and ample
  asset protection;


 . Broad margins in earnings coverage of fixed financial charges and high
  internal cash generation; or


 . Well-established access to a range of financial markets and assured sources of
  alternate liquidity.


PRIME-2--Issuers rated "PRIME-2" (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above, but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.



FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS


FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.


FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.


Cusip 453777864
G00980-03 (5/95)



   
INDEPENDENCE ONE EQUITY PLUS FUND
(A PORTFOLIO OF INDEPENDENCE ONE MUTUAL FUNDS)
    

PROSPECTUS

The shares of Independence One Equity Plus Fund (the "Fund") offered by this
prospectus represent interests in the Fund which is a diversified portfolio and
one of a series of investment portfolios in Independence One Mutual Funds (the
"Trust"), an open-end management investment company (a mutual fund). Michigan
National Bank professionally manages the Fund's portfolio.

The investment objective of the Fund is total return. The Fund will pursue this
objective by attempting to provide investment results that correspond to or
exceed the aggregate price and dividend performance of the Standard & Poor's 100
Composite Stock Price Index (the "S&P 100") by investing primarily in the common
stocks comprising the S&P 100. The Fund is neither affiliated with nor sponsored
by Standard & Poor's ("S&P").

Shares of the Fund are intended to be sold as an investment vehicle for
institutions, corporations, fiduciaries and individuals. Shareholders can
invest, reinvest, or redeem shares at any time without charge or penalty imposed
by the Fund. Shareholders have access to other portfolios of the Trust through
an exchange program.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
MICHIGAN NATIONAL BANK, ARE NOT ENDORSED OR GUARANTEED BY MICHIGAN NATIONAL
BANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES
INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This prospectus contains the information you should read and know before you
invest in shares of the Fund. Keep this prospectus for future reference.

   
The Fund has also filed a Statement of Additional Information dated August 23,
1995 with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling toll-free 1-800-334-2292.
    

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

   
       Prospectus dated August 23, 1995
    



TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

GENERAL INFORMATION                                                            2
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
  Acceptable Investments                                                       3
   
     Stock Index Futures and Options                                           4
       Risks                                                                   4
    
     Temporary Investments                                                     5
  Equity Investment Considerations                                             6
   
  Derivative Contracts and Securities                                          6
  Investment Limitation                                                        6
    

INDEPENDENCE ONE MUTUAL FUND
  INFORMATION                                                                  6
- ------------------------------------------------------

  Management of the Trust                                                      6
     Board of Trustees                                                         6
     Investment Adviser                                                        6
       Advisory Fees                                                           7
       Adviser's Background                                                    7
     Sub-Adviser                                                               8
  Distribution of Fund Shares                                                  8
  Administration of the Fund                                                   8
     Administrative Services                                                   8
     Custodian                                                                 9
     Transfer Agent and
       Dividend Disbursing Agent                                               9
     Independent Auditors                                                      9
  Expenses of the Fund                                                         9

NET ASSET VALUE                                                                9
- ------------------------------------------------------

INVESTING IN THE FUND                                                         10
- ------------------------------------------------------

  Share Purchases                                                             10
     To Place an Order                                                        10
  Minimum Investment Required                                                 10
  What Shares Cost                                                            10
  Certificates and Confirmations                                              11
  Dividends and Capital Gains                                                 11

EXCHANGING SECURITIES FOR FUND SHARES                                         11
- ------------------------------------------------------

EXCHANGE PRIVILEGE                                                            12
- ------------------------------------------------------

     Exchange by Telephone                                                    12
     Written Exchange                                                         13

REDEEMING FUND SHARES                                                         13
- ------------------------------------------------------

     By Telephone                                                             13
     By Mail                                                                  14
  Accounts with Low Balances                                                  15

SHAREHOLDER INFORMATION                                                       15
- ------------------------------------------------------

     Voting Rights                                                            15
     Massachusetts Partnership Law                                            15

EFFECT OF BANKING LAWS                                                        16
- ------------------------------------------------------

TAX INFORMATION                                                               16
- ------------------------------------------------------

  Federal Income Tax                                                          16

PERFORMANCE INFORMATION                                                       17
- ------------------------------------------------------

STANDARD & POOR'S                                                             18
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

                        SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S>
<C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)..............................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering
price)....................................................................
None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as
applicable)..................................................       None
Redemption Fee (as a percentage of amount redeemed, if
applicable).......................................       None
Exchange
Fee.............................................................................
 ................       None
</TABLE>

                        ANNUAL FUND OPERATING EXPENSES*
               (As a percentage of projected average net assets)

<TABLE>
<S>
<C>
Management Fee (after
waiver)(1)......................................................................
 ...       .20%
12b-1
Fees............................................................................
 ...................       None
Total Other Expenses (after
waiver)(2)...................................................................
 .31%
     Total Fund Operating
Expenses(3)....................................................................
 .51%
</TABLE>

(1) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver by the investment adviser. The adviser can terminate this
    voluntary waiver at any time at its sole discretion. The maximum management
    fee is 0.40%.

(2) Total Other Expenses are estimated to be 0.35% absent the anticipated
    voluntary waiver by the administrator.

(3) The Total Fund Operating Expenses are estimated to be 0.75% absent the
    anticipated voluntary waivers detailed in notes (1) and (2).

*Annual Fund Operating Expenses in the table above are estimated based on
 expenses expected to be incurred during the fiscal year ending April 30, 1996.
 During the course of this period, expenses may be more or less than the amount
 shown.

     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR A MORE COMPLETE DESCRIPTION OF THE VARIOUS COSTS AND
EXPENSES, SEE "INDEPENDENCE ONE MUTUAL FUNDS INFORMATION" AND "INVESTING IN THE
FUND." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<S>
<C>        <C>
EXAMPLE
1 YEAR     3 YEAR
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return; and (2) redemption at the end of each time period.
The Fund charges no redemption
fees.............................................................     $5
$16
</TABLE>

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING APRIL 30, 1996.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated
January 9, 1989. The Declaration of Trust permits the Trust to offer separate
series of shares representing interests in separate portfolios of securities.
The shares in any one portfolio may be offered in separate classes. This
prospectus relates only to the Trust's portfolio known as Independence One
Equity Plus Fund. As of the date of this prospectus, the Fund does not offer
separate classes of shares.

Shares of the Fund are designed primarily for individuals and institutions as a
convenient means of accumulating an interest in a professionally-managed,
diversified portfolio investing substantially in the common stocks of companies
with very large market capitalization. A minimum initial investment of $1,000 is
required. Subsequent investments must be in the amount of at least $100.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is total return. The investment objective
cannot be changed without the approval of shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund will pursue its investment objective by attempting to provide
investment results that correspond to or exceed the aggregate price and dividend
performance of the S&P 100 by investing primarily in the stocks comprising the
S&P 100. Unless indicated otherwise, the investment policies of the Fund may be
changed by the Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in these
policies becomes effective.

The S&P 100 is a capitalization-weighted index of 100 stocks from a broad range
of industries. It provides a measure of overall large company performance
because it comprises 100 blue chip stocks from diverse industry groups. The
component stocks are weighted according to the total market value of their
outstanding shares. The impact of a component's price change is proportional to
the issue's total market value, which is the share price times the number of
shares outstanding. These are summed for all 100 stocks and divided by a
predetermined base value. The base value for the S&P 100 is adjusted to reflect
changes in capitalization resulting from mergers, acquisitions, stock rights and
substitutions. Inclusion of a particular stock in the S&P 100 in no way implies
an opinion by S&P as to its investment attractiveness, nor is S&P a sponsor or
in any way affiliated with the Fund.

Under normal circumstances, at least 80% of the Fund's assets will be invested
to correspond as closely as possible to the relative weighting of the S&P 100.
With respect to this 80% investment level, the Fund will attempt to achieve a
high degree of correlation between the performance of its portfolio and that of
the S&P 100. In managing this portion of the Fund's assets, Michigan National
Bank (the "Adviser") and Sosnoff Sheridan Group (the "Sub-Adviser")
(collectively, the "Advisers") will utilize a technique called index fund
management which entails the use of a computer program to track the S&P 100 on
a daily basis. The Advisers will purchase and sell securities from the Fund's
portfolio as necessary to continually and accurately duplicate the composition
of the S&P 100, as appropriate, as it changes over time. The Advisers will
continually assess the validity of the adjustments made to the Fund's
portfolio.

With respect to the remaining 20% of the Fund's assets, the Advisers will
normally select common stocks that are included in the S&P 100, the weightings
of which may or may not be identical to that of the S&P 100. These weightings
will be determined by the Advisers in an effort to exceed the total return
performance of the S&P 100. Several criteria are considered in selecting those
stocks that, in the Advisers' opinion, are likely to have above-average
performance. These criteria include: (1) projections by securities analysts of
the stock's earnings and dividend growth; (2) growth potential, as measured by
reinvestment of a high portion of a company's current earnings; (3) improving
earnings outlook, as determined based upon surveys of Wall Street securities
analysts; (4) technical measures, such as rising trading volume indicating an
increasing investor interest in a stock; and (5) dividend yield, with preference
being given to high-yield stocks and stocks of companies which pay no dividends
and retain their earnings to finance growth.

The Fund's ability to provide investment results that correspond to or exceed
the aggregate price and dividend performance of the S&P 100 will depend partly
on the size and timing of cash flows into and out of the Fund. Investment
changes to accommodate these cash flows will be made to maintain the similarity
of the Fund's portfolio to the S&P 100, with respect to the 80% investment
level described above, to the maximum practicable extent. With respect to the
reciprocal 20% investment level described above, changes will be made to
accommodate cash flows, as appropriate. From time to time, adjustments may be
made in the Fund because of changes in the composition of the S&P 100 as
announced by S&P. It is anticipated that these adjustments will occur
infrequently, and therefore, the accompanying costs, including brokerage fees,
custodial expenses, and transfer taxes, are expected to be relatively low.
Portfolio turnover is also expected to be lower than for most other investment
companies. The adverse financial situation of an issuer may not directly result
in the elimination of its securities from the portfolio, unless the securities
are removed from the S&P 100. The Fund reserves the right to remove an
investment from the Fund if, in the Advisers' opinion, the merit of the
investment has been substantially impaired by extraordinary events or financial
conditions.

ACCEPTABLE INVESTMENTS

In addition to the investment policies described above, the Fund may utilize
stock index futures contracts and options on stocks, stock indices and stock
index futures contracts for the purposes of managing cash flows into and out of
the Fund's portfolio and potentially reducing transactional costs. The Fund will
only enter into stock index futures contracts for the purpose of offsetting
risks from other positions.

   
The Fund may hold cash reserves which may be invested in temporary investments
which include, but are not limited to, short-term money market instruments,
U.S. government securities (including variable rate U.S. government
securities), and repurchase agreements. The Fund may also invest in restricted
and illiquid securities, securities of other investment companies, and lend
portfolio securities.
    

STOCK INDEX FUTURES AND OPTIONS. The Fund may utilize stock index futures
contracts, options, and options on futures contracts, subject to the limitation
that the value of these futures contracts and options will not exceed 20% of the
Fund's total assets. Also the Fund will not purchase options to the extent that
more than 5% of the value of the Fund's total assets would be invested in
premiums on open option positions.

These contracts and options will serve three purposes. First, the contracts,
some of which require a small margin, will allow the Fund to maintain sufficient
liquidity to meet redemption requests, thereby handling cash flows into and out
of the Fund. In addition, the contracts will increase the level of Fund assets
that may be devoted to attempting to approximate the investment return of the
S&P 100. Third, participation in futures contracts could potentially reduce
transaction costs, since transaction costs associated with futures and options
contracts can be lower than costs stemming from direct investments in stocks.

   
     RISKS.  There are several risks accompanying the utilization of futures
     contracts to effectively anticipate market movements. First, positions in
     futures contracts may be closed only on an exchange or board of trade that
     furnishes a secondary market for such contracts. While the Fund plans to
     utilize futures contracts only if an active market for such contracts
     exists, there is no guarantee that a liquid market will exist for the
     contracts at a specified time. The Fund's ability to establish and close
     out futures and options positions depends on this secondary market.
     Furthermore, because, by definition, futures contracts look to projected
     price levels in the future, and not to current levels of valuation, market
     circumstances may result in there being a discrepancy between the price of
     the stock index future and the movement in the corresponding stock index.
     The absence of a perfect price correlation between the futures contract and
     its underlying stock index could stem from investors choosing to close
     futures contracts by offsetting transactions, rather than satisfying
     additional margin requirements. This could result in a distortion of the
     relationship between the index and futures market. In addition, because the
     futures market imposes less burdensome margin requirements than the
     securities market, an increased amount of participation by speculators in
     the futures market could result in price fluctuations.
    

     The effective use of futures and options as hedging techniques depends on
     the correlation between their prices and the behavior of the Fund's
     portfolio securities as well as the Adviser's ability to accurately predict
     the direction of stock prices, interest rates and other relevant economic
     factors. In addition, daily limits on the fluctuation of futures and
     options prices could cause the Fund to be unable to timely liquidate its
     futures or options position and cause it to suffer greater losses than
     would otherwise be the case. In this regard, the Fund may be unable to
     anticipate the extent of its losses from futures transactions. The
     Statement of Additional Information includes a further discussion of
     futures and options transactions.


     In view of these considerations, the Fund will comply with the following
     restrictions when purchasing and selling futures contracts. First, the Fund
     will not participate in futures transactions if the sum of its initial
     margin deposits on open contracts will exceed 5% of the market value of the
     Fund's total assets, after taking into account the unrealized profits and
     losses on those contracts it has entered into. Second, the Fund will not
     enter into these contracts for speculative purposes. Third, since the Fund
     does not constitute a commodity pool, it will not market itself as such,
     nor serve as a vehicle for trading in the commodities futures or commodity
     options markets. In this regard, the Fund will disclose to all prospective
     investors the limitations on its futures and options transactions, and make
     clear that these transactions are entered into only for bona fide hedging
     purposes, or other permissible purposes pursuant to regulations promulgated
     by the Commodity Futures Trading Commission ("CFTC"). Finally, the Fund
     intends to claim an exclusion from registration as a commodity pool
     operator under the regulations promulgated by the CFTC.

   
TEMPORARY INVESTMENTS. For temporary defensive purposes, the Fund may invest up
to 100% of its total assets in cash and cash items including: short-term money
market instruments; securities issued and/or guaranteed as to payment of
principal and interest by the U.S. government, its agencies or
instrumentalities; and repurchase agreements.

The Fund may also hold the instruments described above in such amounts as
necessary: to provide funds for the settlement of portfolio transactions;
pending investment of cash receipts in the ordinary course of business; and to
meet requests for redemption of Fund shares.
    

     U.S. GOVERNMENT SECURITIES.  The Fund is permitted to invest in U.S.
     government securities which are either issued or guaranteed by the U.S.
     government, its agencies, or instrumentalities. These securities include,
     but are not limited to, the following:

       direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
       notes and bonds; and

       notes, bonds, and discount notes of U.S. government agencies or
       instrumentalities, such as the: Farm Credit System, including the
       National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Farmers Home Administration; Federal Home Loan Banks;
       Federal Home Loan Mortgage Corporation; Federal National Mortgage
       Association; Government National Mortgage Association; and Student Loan
       Marketing Association.

     Some of the short-term U.S. government securities the Fund may purchase
     carry variable interest rates. These securities have a rate of interest
     subject to adjustment at least annually. This adjusted interest rate is
     ordinarily tied to some objective standard, such as a published interest
     rate or interest rate index.

     REPURCHASE AGREEMENTS.  Repurchase agreements are arrangements in which
     banks, broker/dealers, and other recognized financial institutions sell
     U.S. government securities or other securities to the Fund and agree at the
     time of sale to repurchase them at a mutually agreed upon time and price
     within one year from the date of acquisition. To the extent that the
     original seller does not repurchase the securities from the Fund, the Fund
     could receive less than the repurchase price on any sale of such
     securities.


EQUITY INVESTMENT CONSIDERATIONS

As described above, the Fund invests primarily in the common stocks comprising
the S&P 100. As with other mutual funds that invest primarily in common stocks,
the Fund is subject to market risks. That is, the possibility exists that common
stocks will decline over short or even extended periods of time, and the United
States equity market tends to be cyclical, experiencing both periods when stock
prices generally increase and periods when stocks prices generally decrease.

   
DERIVATIVE CONTRACTS AND SECURITIES

The term "derivative" has traditionally been applied to certain contracts
(including, futures, forward, option and swap contracts) that "derive" their
value from changes in the value of an underlying security, currency, commodity
or index. Certain types of securities that incorporate the performance
characteristics of these contracts are also referred to as "derivatives." The
term has also been applied to securities "derived" from the cash flows from
underlying securities, mortgages or other obligations.

Derivative contracts and securities can be used to reduce or increase the
volatility of an investment portfolio's total performance. While the response of
certain derivative contracts and securities to market changes may differ from
traditional investments, such as stock and bonds, derivatives do not necessarily
present greater market risks than traditional investments. The Fund will only
use derivative contracts for the purposes disclosed in the applicable prospectus
sections above. To the extent that the Fund invests in securities that could be
characterized as derivatives, it will only do so in a manner consistent with its
investment objectives, policies and limitations.
    

INVESTMENT LIMITATION

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for at least a
percentage of its cash value with an agreement to buy it back on a set date)
except, under certain circumstances, the Fund may borrow up to one-third of the
value of its total assets and pledge securities to secure such borrowings.

The above investment limitation cannot be changed without shareholder approval.

INDEPENDENCE ONE MUTUAL FUNDS INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trustees are responsible for managing the Trust's
business affairs and for exercising all of the Trust's powers except those
reserved for the shareholders. An Executive Committee of the Board of Trustees
handles the Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Michigan National Bank, as the
Fund's investment adviser (the "Adviser"), subject to direction by the Trustees.
The Adviser continually conducts investment


research and supervision for the Fund and is responsible for the purchase or
sale of portfolio instruments, for which it receives an annual fee from the
assets of the Fund.

     ADVISORY FEES.  The Adviser receives an annual investment advisory fee
     equal to 0.40 of 1% of the Fund's average daily net assets. The Adviser has
     undertaken to reimburse the Fund, up to the amount of the advisory fee, for
     operating expenses in excess of limitations established by certain states.
     The Adviser may voluntarily choose to waive a portion of its fee or
     reimburse certain expenses of the Fund.

     ADVISER'S BACKGROUND.  Michigan National Bank, a national banking
     association, is a wholly-owned subsidiary of Michigan National Corporation
     ("MNC"). Through its subsidiaries and affiliates, MNC, Michigan's fifth
     largest bank holding company in terms of total assets, as of December 31,
     1994, offers a full range of financial services to the public, including
     commercial lending, depository services, cash management, brokerage
     services, retail banking, mortgage banking, investment advisory services
     and trust services. Independence One Capital Management Corporation
     ("IOCM"), a nationally recognized investment advisory subsidiary of MNC,
     provides investment advisory services for trust and other managed assets.
     IOCM and the Trust Division of Michigan National Bank (the "Trust
     Division") have managed custodial assets totaling $9 billion. Of this
     amount, IOCM and the Trust Division have investment discretion over $2.2
     billion.

     Michigan National Bank has managed mutual funds since May 1989. The Trust
     Division has managed pools of commingled funds since 1964. In addition,
     Michigan National Bank presently manages its own investment portfolio of
     approximately $300 million in taxable, short-term instruments.

     As part of its regular banking operations, Michigan National Bank may make
     loans to or provide credit support for obligations issued by public
     companies or municipalities. Thus, it may be possible, from time to time,
     for the Fund to hold or acquire the securities of issuers which are also
     lending clients of Michigan National Bank. The lending relationship will
     not be a factor in the selection of securities.

     Sharon Dischinger is Second Vice President and Portfolio Manager for
     Michigan National Bank and Independence One Capital Management Corporation
     in Farmington Hills, and has been responsible for management of the Fund's
     portfolio since its inception. Ms. Dischinger joined Michigan National Bank
     in 1990 and is currently the head equity trader. She is also a General
     Securities Representative. Prior to Michigan National Bank, Ms. Dischinger
     was the head equity trader at Morison Asset Management.

     On February 4, 1995, the Board of Directors of MNC approved a definitive
     agreement for the acquisition of that company by National Australia Bank
     Limited ("NAB"), which is a transnational banking organization,
     headquartered in Melbourne, Australia. On June 2, 1995, shareholders of MNC
     approved the merger. As a result, upon completion of the merger, MNC and
     its subsidiaries, including the Adviser, would become direct or indirect
     subsidiaries of NAB. It is anticipated that the merger will be completed in
     the third or fourth quarter of 1995. It is also anticipated that operations
     will continue to be conducted under the Michigan National Corporation and
     Michigan National Bank names.


     Under provisions of the Investment Company Act of 1940, completion of the
     merger would result in an assignment, and termination, of the Fund's
     current investment advisory contract with the Adviser. In view of the
     pending merger, the Fund's Board of Trustees has approved a new investment
     advisory contract ("New Advisory Contract") between the Trust and Michigan
     National Bank, as a subsidiary of National Australia Bank Limited (the "New
     Adviser"). The terms of the New Advisory Contract are identical in all
     material respects to the present advisory contract, i.e., Michigan National
     Bank will continue to provide investment advisory services to the Fund, and
     there will be no change in either the Fund's investment objective or
     investment policies, or the fees payable by the Fund for advisory services.
     The New Advisory Contract would become effective upon consummation of the
     merger, which is subject to the satisfaction of certain conditions
     including, among others, the receipt of all necessary regulatory approvals.

SUB-ADVISER.  Pursuant to the terms of an investment sub-advisory agreement
between the Adviser and Sosnoff Sheridan Corporation (doing business as Sosnoff
Sheridan Group), the Sub-Adviser furnishes certain investment advisory services
to the Adviser, including investment research, statistical and other factual
information, and recommendations, based on its analysis, and assists the Adviser
in identifying securities for potential purchase and/or sale on behalf of the
Fund's portfolio. For the services provided and the expenses incurred by the
Sub-Adviser pursuant to the sub-advisory agreement, the Sub-Adviser is entitled
to receive an annual fee of 0.035% of the average daily value of the Fund's
equity securities payable by the Adviser. The Sub-Adviser may elect to waive
some or all of its fee. In no event shall the Fund be responsible for any fees
due to the Sub-Adviser for its services to the Adviser. The Sub-Adviser, located
at 440 South LaSalle Street, Suite 2301, Chicago, Illinois, 60605, is a
corporation controlled by Thomas Sosnoff, its Director and President, and Scott
Sheridan, its Director, Executive Vice-President and Secretary. Although Messrs.
Sosnoff and Sheridan have experience in providing index management services,
they have not previously served as a sub-adviser to an investment company. In
the event that the Sub-Adviser, for any reason, ceases to furnish sub-advisory
services to the Fund, the Adviser will assume direct responsibility for all
advisory functions.

DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the Fund.
It is a Pennsylvania corporation organized on November 14, 1969, and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides the Fund with certain administrative personnel and
services necessary to operate the Fund, such as certain legal and accounting
services. Federated Administrative Services provides these at an annual rate as
specified below:



<TABLE>
<CAPTION>
        MAXIMUM                    AVERAGE AGGREGATE DAILY
  ADMINISTRATIVE FEE               NET ASSETS OF THE TRUST
<C>                      <S>
      .150 of 1%         on the first $250 million
      .125 of 1%         on the next $250 million
      .100 of 1%         on the next $250 million
      .075 of 1%         on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least $50,000
for each portfolio in Independence One Mutual Funds. Federated Administrative
Services may choose voluntarily to waive a portion of its fee.

CUSTODIAN.  Michigan National Bank, Farmington Hills, Michigan, is custodian for
the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,
Boston, Massachusetts, is transfer agent for the shares of the Fund and dividend
disbursing agent for the Fund.

INDEPENDENT AUDITORS.  The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of the Trust's
expenses. These expenses include, but are not limited to, the cost of:
organizing the Trust and continuing its existence; Trustees' fees; investment
advisory and administrative services; printing prospectuses and other Fund
documents for shareholders; registering the Trust, the Fund and shares of the
Fund; taxes and commissions; issuing, purchasing, repurchasing and redeeming
shares; fees for custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing, mailing, auditing,
accounting, and legal expenses; reports to shareholders and government agencies;
meetings of Trustees and shareholders and proxy solicitations therefor;
insurance premiums; association membership dues; and such nonrecurring and
extraordinary items as may arise. However, the Adviser may voluntarily waive
and/or reimburse some expenses.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per share fluctuates. It is determined by adding the
market value of all securities and other assets of the Fund, subtracting the
liabilities of the Fund, and dividing the remainder by the total number of
shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares of the Fund may be purchased through Michigan National Bank,
Independence One Brokerage Services, Inc. ("Independence One"), or through
brokers or dealers which have a sales agreement with the distributor. Texas
residents must purchase shares through Federated Securities Corp. at
1-800-618-8573. Investors may purchase shares of the Fund on days on which both
the New York Stock Exchange and the Federal Reserve Wire System are open for
business. In connection with the sale of Fund shares, the distributor may from
time to time offer certain items of nominal value to any shareholder or
investor. The Fund reserves the right to reject any purchase request.

TO PLACE AN ORDER.  Investors may call toll-free 1-800-344-2292 to purchase
shares of the Fund through Michigan National Bank or Independence One. In
addition, investors may purchase shares of the Fund by calling their authorized
broker directly. Payments may be made either by check or wire transfer of
federal funds.

Payment by wire must be received before 4:00 p.m. (Eastern time). It is the
responsibility of Michigan National Bank, Independence One or broker/dealers to
transmit orders to the Fund by 5:00 p.m. (Eastern time) in order for shares to
be purchased at that day's price. For settlement of an order, payment must be
received within three business days of receipt of the order by check or wire
transfer. To purchase by check, the check must be included with the order and
made payable to "Independence One Equity Plus Fund." Checks must be converted
into federal funds to be considered received.

Federal funds should be wired as follows: Federated Services Company c/o
Michigan National Bank, Farmington Hills, Michigan; Account Number: 6856238933;
For Credit to: Independence One Equity Plus Fund; Fund Number (this number can
be found on the account statement or by contacting the Fund); Group Number or
Order Number; Nominee or Institution Name; and ABA Number 072000805.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments
must be in amounts of at least $100.

WHAT SHARES COST

Shares of the Fund are sold at their net asset value next determined after an
order is received. There is no sales charge imposed by the Fund.

The net asset value is determined at the close of the New York Stock Exchange
(normally 4:00 p.m. Eastern time) Monday through Friday, except on: (i) days on
which there are not sufficient changes in the value of the Fund's portfolio
securities that its net asset value might be materially affected; (ii) days
during which no shares are tendered for redemption and no orders to purchase
shares are received; and (iii) on the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder of record. Share certificates are not issued unless
shareholders so request by contacting their Michigan National Bank or
Independence One representative or authorized broker in writing.

Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.


DIVIDENDS AND CAPITAL GAINS

Dividends are declared and paid quarterly. Capital gains realized by the Fund,
if any, will be distributed at least once every 12 months. Dividends and capital
gains are automatically reinvested on payment dates in additional shares without
a sales charge unless cash payments are requested by shareholders in writing to
the Fund through their Michigan National Bank or Independence One representative
or authorized broker. Shares purchased with reinvested dividends are credited to
shareholder accounts on the following day.

EXCHANGING SECURITIES FOR FUND SHARES
- --------------------------------------------------------------------------------

The Fund may accept securities in exchange for Fund shares. The Fund will allow
such exchanges only upon the prior approval of the Fund and a determination by
the Fund and the Adviser that the securities to be exchanged are acceptable.

Any securities exchanged must meet the investment objective and policies of the
Fund, must have a readily ascertainable market value, and must be liquid. The
market value of any securities exchanged in an initial investment, plus any
cash, must be at least equal to the minimum investment in the Fund. The Fund
acquires the exchanged securities for investment and not for resale.

Securities accepted by the Fund will be valued in the same manner as the Fund
values its assets. The basis of the exchange will depend on the net asset value
of Fund shares on the day the securities are valued. One share of the Fund will
be issued for the equivalent amount of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription or other rights
attached to the securities become the property of the Fund, along with the
securities.

If an exchange is permitted, it will be treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Fund
shares, a gain or loss may be realized by the investor.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

All shareholders of the Fund are shareholders of the Trust, which consists of
the Fund, Independence One Fixed Income Fund, Independence One Michigan
Municipal Bond Fund, Independence One U.S. Government Securities Fund and the
following money market funds: Independence One Michigan Municipal Cash Fund;
Independence One Prime Money Market Fund; and Independence One U.S. Treasury
Money Market Fund. Shareholders of the Fund have access to these funds
("participating funds") through an exchange program.

With the exception of Independence One Prime Money Market Fund, the
participating funds currently offer only one class of shares. If such funds
should add a second class of shares, exchanges may be limited to shares of the
same class of each fund. Shareholders of the Fund have access to


both Class A and Class B Shares of Independence One Prime Money Market Fund
through the exchange program.

Shares of the Fund may be exchanged for shares of participating funds at net
asset value.

Shareholders who exercise this exchange privilege must exchange shares having a
net asset value at least equal to the minimum investment of the participating
fund into which they are exchanging. Prior to any exchange, the shareholder must
receive a copy of the current prospectus of the participating fund into which
the exchange is being made.

The exchange privilege is available to shareholders residing in any state in
which the participating fund shares being acquired may legally be sold. Upon
receipt by the transfer agent of proper instructions and all necessary
supporting documents, shares submitted for exchange will be redeemed at the
next-determined net asset value. If the exchanging shareholder does not have an
account in the participating fund whose shares are being acquired, a new account
will be established with the same registration, dividend, and capital gain
options as the account from which shares are exchanged, unless otherwise
specified by the shareholder. In the case where the new account registration is
not identical to that of the existing account, a signature guarantee is
required. (See "Redeeming Fund Shares--By Mail.") Exercise of this privilege is
treated as a redemption and new purchase for federal income tax purposes and,
depending on the circumstances, a short or long-term capital gain or loss may be
realized. The Fund reserves the right to modify or terminate the exchange
privilege at any time. Shareholders would be notified prior to any modification
or termination. Shareholders may obtain further information on the exchange
privilege by calling their Michigan National Bank or Independence One
representative or authorized broker.

EXCHANGE BY TELEPHONE.  Shareholders may provide instructions for exchanges
between participating funds by telephone to their Michigan National Bank or
Independence One representative by calling 1-800-334-2292. In addition,
investors may exchange shares by calling their authorized brokers directly.
Shares may be exchanged by telephone only between fund accounts having identical
shareholder registrations.

An authorization form permitting the Fund to accept telephone exchange requests
must first be completed. It is recommended that investors requests this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service can
be obtained through a Michigan National Bank or Independence One representative
or authorized broker. Telephone exchange instructions may be recorded.

Telephone exchange instructions must be received by Michigan National Bank,
Independence One or an authorized broker and transmitted to the transfer agent
before 4:00 p.m. (Eastern time) for shares to be exchanged the same day.
Shareholders who exchange into a fund will not receive a dividend from the Fund
on the date of the exchange.

Shareholders may have difficulty in making exchanges by telephone through
banks, brokers, and other financial institutions during times of drastic
economic or market changes. If shareholders cannot contact their Michigan
National Bank or Independence One representative or authorized broker by
telephone, it is recommended that an exchange request be made in writing and
sent by mail for next day delivery. Send mail requests to: Independence One
Mutual Funds, 27777 Inkster Road, Mail Code 10-52, Farmington Hills, Michigan
48333-9065.

Any shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, the transfer agent, by a Michigan
National Bank or Independence One representative or authorized broker and
deposited to the shareholder's account before being exchanged.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

WRITTEN EXCHANGE.  A shareholder wishing to make an exchange by written request
may do so by sending it to: Independence One Mutual Funds, 27777 Inkster Road,
Mail Code 10-52, Farmington Hills, Michigan 48333-9065. In addition, an investor
may exchange shares by sending a written request to their authorized broker
directly.

REDEEMING FUND SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests cannot
be executed on days on which the New York Stock Exchange is closed or on federal
holidays restricting wire transfers. Telephone or written requests for
redemption must be received in proper form and can be made to the Fund through a
Michigan National Bank or Independence One representative or authorized broker.
Although the transfer agent does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred redemptions
of less than $5,000.

BY TELEPHONE.  Shares may be redeemed by telephoning a Michigan National Bank or
an Independence One representative at 1-800-334-2292. In addition, shareholders
may redeem shares by calling their authorized brokers directly. Redemption
requests must be received and transmitted to the transfer agent before 4:00 p.m.
(Eastern time) in order for shares to be redeemed at that day's net asset value.
The Michigan National Bank or Independence One representative or authorized
broker is responsible for promptly submitting redemption requests and providing
proper written redemption instructions to the transfer agent. Registered
broker/dealers may charge customary fees and commissions for this service. If at
any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

For calls received before 4:00 p.m. (Eastern time) proceeds will normally be
wired the next day to the shareholder's account at a domestic commercial bank
that is a member of the Federal Reserve System or a check will be sent to the
address of record. In no event will proceeds be wired or a check sent more than
seven days after a proper request for redemption has been received.

An authorization form permitting the Fund to accept telephone redemption
requests must first be completed. It is recommended that investors request this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information


on this service can be obtained through a Michigan National Bank or Independence
One representative or authorized broker. Telephone redemption instructions may
be recorded.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Shareholders may redeem shares by sending a written request to the
Fund through their Michigan National Bank or Independence One representative or
authorized broker. The written request should include the shareholder's name,
the Fund name, the class designation, the account number, and the share or
dollar amount requested. Shareholders redeeming through Michigan National Bank
or Independence One should mail written requests to: Independence One Mutual
Funds, 27777 Inkster Road, Mail Code 10-52, Farmington Hills, Michigan
48333-9065. Investors redeeming through an authorized broker should mail written
requests directly to their broker.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.

Shareholders requesting a redemption of $50,000 or more, a redemption of any
amount to be sent to an address other than that on record with the Fund, or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:

       a trust company or commercial bank whose deposits are insured by the Bank
       Insurance Fund, which is administered by the Federal Deposit Insurance
       Corporation ("FDIC");

       a member of the New York, American, Boston, Midwest, or Pacific Stock
       Exchange;

       a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

       any other "eligible guarantor institution", as defined in the Securities
       & Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days after receipt of a proper written redemption request.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of shareholders shall be called by the Trustees upon the
written request of shareholders owning at least 10% of the Trust's outstanding
shares.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of shareholders for such acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument that the Trust or its
Trustees enter into or sign.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use the
property of the Fund to protect or compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder for
any act or obligation of the Trust. Therefore, financial loss resulting from
liability as a shareholder will occur only if the Trust cannot meet its
obligations to indemnify shareholders and pay judgments against them from its
assets.

EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Federal Bank Holding Company Act of
1956 or any bank or non-bank affiliate thereof from sponsoring, organizing,
controlling or distributing the shares of a registered, open-end investment
company continuously engaged in the issuance of its shares, and prohibit banks
generally from issuing, underwriting, selling or distributing securities.
However, such banking laws and regulations do not prohibit such a holding
company affiliate or banks generally from acting as an investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer.
Michigan National Bank is subject to such banking laws and regulations.


Michigan National Bank believes, based on the advice of its counsel, that
Michigan National Bank may perform the services for the Fund contemplated by its
advisory agreement with the Trust without violation of the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or state
statutes and regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of such or future statutes and regulations, could
prevent Michigan National Bank from continuing to perform all or a part of the
above services for its customers and/or the Fund. If it were prohibited from
engaging in these customer-related activities, the Trustees would consider
alternative advisers and means of continuing available investment services. In
such event, changes in the operation of the Fund may occur, including possible
termination of any automatic or other Fund share investment and redemption
services then being provided by Michigan National Bank. It is not expected that
existing shareholders would suffer any adverse financial consequences (if
another adviser with equivalent abilities to Michigan National Bank is found) as
a result of any of these occurrences.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios, if any, will not be combined for tax purposes with
those realized by the Fund.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held their shares.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return and yield.

Total return represents the change, over a specific period of time, in the value
of an investment in the Fund after reinvesting all income and capital gain
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of the Fund is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the offering price per share of the Fund on the
last day of the period. This number is then annualized using semi-annual
compounding. The tax-equivalent yield of the Fund is calculated similarly to
the yield, but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a specific tax rate. The
yield and the tax-equivalent yield do not necessarily reflect income actually
earned by the Fund and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.

PERFORMANCE INFORMATION FOR PREDECESSOR COMMON EQUITY FUND.  The Fund is the
successor to the Michigan National Bank Common Equity Fund (the "Common Equity
Fund"), a pooled investment fund previously managed by the Fund's Adviser. It is
anticipated that the assets from the Common Equity Fund will be transferred to
the Fund in connection with the Fund's commencement of operations.

Set forth below are certain performance data for the Common Equity Fund, as well
as for the equity portfolio of the Michigan National Bank Pension Plan, which is
also currently managed by the Fund's Adviser. This information is deemed
relevant because each of these accounts (referred to collectively as the
"Similarly Managed Accounts") has been managed using substantially the same
investment objective, policies, and limitations as those used by the Fund.
However, the past performance data shown below is not necessarily indicative of
the Fund's future performance. The Fund is subject to active management, and its
investments will vary from time to time. Although the Fund's investments will be
substantially identical to the past portfolio investments of the Similarly
Managed Accounts, the nature of all these products is such that their
performance history can be substantially affected by the length of their
operating history and the timing and size of cash flows into and out of them. In
that regard, the Adviser has indicated that such factors are the primary reasons
for the differences in the historical performance of these products, as shown
below. Moreover, neither of the Similarly Managed Accounts incurred expenses
that correspond to the advisory, administrative, and other fees to which the
Fund is subject. Accordingly, the performance information shown below has been
adjusted to reflect the anticipated total expenses for the Fund, net of
voluntary waivers. This adjustment has the effect of lessening the actual
performance for each Similarly Managed Account. The aggregate total returns for
the period from inception* through June 30, 1995 for Common Equity Fund and
Pension Plan were 21.55% and 19.92%, respectively.

  * The inception dates for Common Equity Fund and Pension Plan are January 1,
    1995, and January 6, 1995, respectively.

STANDARD & POOR'S
- --------------------------------------------------------------------------------

"Standard & Poor's(R)", "S&P(R)", and "S&P 100(R)" are trademarks of the
McGraw-Hill Companies, Inc. and have been licensed for use by Michigan National
Bank. The Fund is not sponsored, endorsed, sold or promoted by, or affiliated
with, Standard & Poor's ("S&P").

   
S&P makes no representation or warranty, express or implied, to the owners of
the Fund or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly or the ability of the Standard
& Poor's 100 Index ("S&P 100 Index") to track general stock market performance.
S&P's only relationship to Michigan National Bank (the "Licensee") is the
licensing of certain trademarks and trade names of S&P and of the S&P 100 Index
which is determined, composed and calculated by S&P without regard to the
Licensee or the Fund. S&P has no obligation to take the needs of the Licensee
or the owners of the Fund into consideration in the determination of the timing
of, prices at, or quantities of the Fund to be issued or in the determination
or calculation of the equation by which the Fund is to be converted into cash.
S&P has no obligation or liability in connection with the administration,
marketing or trading of the Fund.
    

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 100 INDEX
OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE FUND, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE S&P 100 INDEX OR ANY DATA INCLUDED THEREIN IN
CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
S&P 100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.



INDEPENDENCE ONE
MUTUAL FUNDS

INDEPENDENCE ONE
EQUITY PLUS FUND
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

INVESTMENT ADVISER
Michigan National Bank
27777 Inkster Road
Mail Code 10-52
Farmington Hills, Michigan 48333-9065

SUB-ADVISER
Sosnoff Sheridan Corporation
440 South LaSalle Street
Suite 2301
Chicago, Illinois 60605

DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

CUSTODIAN
Michigan National Bank
27777 Inkster Road
Mail Code 10-52
Farmington Hills, Michigan 48333-9065

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
Federated Services Company
P.O. Box 8600
Boston, Massachusetts 02266-8600

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
One Mellon Bank Center
Pittsburgh, Pennsylvania 15219

[RECYCLED PAPER LOGO]

   
Cusip 453777872
G00979-08 (5/95)
    



Independence One(R)
Equity Plus Fund
Distributed by Federated Securities Corp.

   
Prospectus dated
August 23, 1995
    



[LOGO OF MICHIGAN NATIONAL BANK]






   
                      INDEPENDENCE ONE EQUITY PLUS FUND
                 (A PORTFOLIO OF INDEPENDENCE ONE MUTUAL FUNDS)
                      STATEMENT OF ADDITIONAL INFORMATION


     This Statement of Additional Information should be read with the
     prospectus of Independence One Equity Plus Fund (the "Fund"), a
     portfolio in Independence One Mutual Funds (the "Trust"), dated August
     23, 1995. This Statement is not a prospectus itself. To receive a copy
     of the prospectus, write the Fund or call toll-free at 1-800-334-2292.
    

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

   
                        Statement dated August 23, 1995
    

      FEDERATED SECURITIES CORP.
      --------------------------------------------------
      Distributor
      A subsidiary of FEDERATED INVESTORS



TABLE OF CONTENTS
- --------------------------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Types of Investments                                                         1
  Portfolio Turnover                                                           3
  Investment Limitations                                                       3

INDEPENDENCE ONE MUTUAL FUNDS MANAGEMENT                                       5
- ---------------------------------------------------------------

  Officers and Trustees                                                        5
  Fund Ownership                                                               7
  Trustees' Compensation                                                       7
  Trustee Liability                                                            7

INVESTMENT ADVISORY SERVICES                                                   7
- ---------------------------------------------------------------

  Adviser to the Fund                                                          7
  Advisory Fees                                                                8

ADMINISTRATIVE SERVICES                                                        8
- ---------------------------------------------------------------

CUSTODIAN                                                                      8
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                         8
- ---------------------------------------------------------------

PURCHASING SHARES                                                              9
- ---------------------------------------------------------------

  Conversion to Federal Funds                                                  9

DETERMINING NET ASSET VALUE                                                    9
- ---------------------------------------------------------------

DETERMINING MARKET VALUE OF SECURITIES                                         9
- ---------------------------------------------------------------

REDEEMING SHARES                                                               9
- ---------------------------------------------------------------

  Redemption in Kind                                                           9

TAX STATUS                                                                    10
- ---------------------------------------------------------------

  The Fund's Tax Status                                                       10
  Shareholders' Tax Status                                                    10
  Capital Gains                                                               10

TOTAL RETURN                                                                  10
- ---------------------------------------------------------------

YIELD                                                                         10
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       10
- ---------------------------------------------------------------



GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

The Fund is a portfolio in Independence One Mutual Funds (the "Trust"), which
was established as a Massachusetts business trust under a Declaration of Trust
dated January 9, 1989.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is total return. This investment objective
cannot be changed without the approval of shareholders.

TYPES OF INVESTMENTS

In addition to the common stocks described in the prospectus, the Fund may also
invest in temporary investments which include, but are not limited to,
short-term money market instruments and U.S. government obligations, and
securities in such proportions as, in the judgment of the Adviser, prevailing
market conditions warrant. The following discussion supplements the description
of the Fund's investment policies in the prospectus. Unless otherwise indicated,
the investment policies described below may be changed by the Board of Trustees
(the "Trustees") without shareholder approval. Shareholders will be notified
before any material change in the policies becomes effective.

     U.S. GOVERNMENT OBLIGATIONS

       The types of U.S. government obligations in which the Fund may invest
       generally include direct obligations of the U.S. Treasury (such as U.S.
       Treasury bills, notes, and bonds) and obligations issued or guaranteed by
       U.S. government agencies or instrumentalities. These securities are
       backed by:

        the full faith and credit of the U.S. Treasury;

        the issuer's right to borrow from the U.S. Treasury;

        the discretionary authority of the U.S. government to purchase certain
        obligations of agencies or instrumentalities; or

        the credit of the agency or instrumentality issuing the obligations.

       Examples of agencies and instrumentalities which may not always receive
       financial support from the U.S. government are:

        Farm Credit System, including the National Bank for Cooperatives, Farm
        Credit Banks, and Banks for Cooperatives;

        Farmers Home Administration;

        Federal Home Loan Banks;

        Federal Home Loan Mortgage Corporation;

        Federal National Mortgage Association;

        Government National Mortgage Association; and

        Student Loan Marketing Association.

     VARIABLE RATE U.S. GOVERNMENT SECURITIES

       In the case of certain U.S. government securities purchased by the Fund
       that carry variable interest rates, these rates will reduce the changes
       in the market value of such securities from their original purchase
       prices.

       Accordingly, the potential for capital appreciation or capital
       depreciation should not be greater than the potential for capital
       appreciation or capital depreciation of fixed interest rate U.S.
       government securities having maturities equal to the interest rate
       adjustment dates of the variable rate U.S. government securities.

       The Fund may purchase variable rate U.S. government securities upon the
       determination by the Trustees that the interest rate as adjusted will
       cause the instrument to have a current market value that approximates its
       par value on the adjustment date.

     MONEY MARKET INSTRUMENTS

       The Fund may invest in the following money market instruments:

        instruments of domestic and foreign banks and savings and loans having
        capital, surplus, and undivided profits of over $100,000,000, or if the
        principal amount of the instrument is insured is insured in full by the
        Federal Deposit Insurance Corporation ("FDIC");

        commercial paper issued by domestic or foreign corporations rated A-1 by
        Standard & Poor's Ratings Group ("S&P") Prime-1 by Moody's Investors
        Service, Inc., or F-1 by Fitch Investors Service, Inc. or, if unrated,
        of comparable quality as determined by the Fund's investment adviser;


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

        time and savings deposits whose accounts are insured by the Bank
        Insurance Fund ("BIF") or in institutions whose accounts are insured by
        the Savings Association Insurance Fund, which is also administered by
        the FDIC, including certificates of deposit issued by, and other time
        deposits in, foreign branches of BIF-insured banks; or

        bankers' acceptances.

     REPURCHASE AGREEMENTS

       The Fund requires its custodian to take possession of the securities
       subject to repurchase agreements and these securities will be marked to
       market daily. To the extent that the original seller does not repurchase
       the securities from the Fund, the Fund could receive less than the
       repurchase price on any sale of such securities. In the event that a
       defaulting seller of the securities filed for bankruptcy or became
       insolvent, disposition of such securities by the Fund might be delayed
       pending court action. The Fund believes that under the regular procedures
       normally in effect for custody of the Fund's portfolio securities subject
       to repurchase agreements, a court of competent jurisdiction would rule in
       favor of the Fund and allow retention or disposition of such securities.
       The Fund will only enter into repurchase agreements with banks and other
       recognized financial institutions, such as broker/dealers, which are
       deemed by the Fund's adviser to be creditworthy pursuant to guidelines
       established by the Trustees.

     STOCK INDEX FUTURES AND OPTIONS

       The Fund may utilize stock index futures contracts, options, and options
       on futures contracts as discussed in the prospectus.

       A stock index futures contract is a bilateral agreement which obligates
       the seller to deliver (and the purchaser to take delivery of) an amount
       of cash equal to a specific dollar amount times the difference between
       the value of a specific stock index at the close of trading of the
       contract and the price at which the agreement is originally made. There
       is no physical delivery of the stocks constituting the index, and no
       price is paid upon entering into a futures contract. In general,
       contracts are closed out prior to their expiration. The Fund, when
       purchasing or selling a futures contract, will initially be required to
       deposit in a segregated account in the broker's name with the Fund's
       custodian an amount of cash or U.S. government securities approximately
       equal to 5-10% of the contract value. This amount is known as "initial
       margin," and it is subject to change by the exchange or board of trade on
       which the contract is traded. Subsequent payments to and from the broker
       are made on a daily basis as the price of the index or the securities
       underlying the futures contract fluctuates. These payments are known as
       "variation margins," and the fluctuation in value of the long and short
       positions in the futures contract is a process referred to as "marking to
       market." The Fund may decide to close its position on a contract at any
       time prior to the contract's expiration. This is accomplished by the Fund
       taking an opposite position at the then prevailing price, thereby
       terminating its existing position in the contract. Because both the
       initial and variation margin resemble a performance bond or good faith
       deposit on the contract, they are returned to the Fund upon the
       termination of the contract, assuming that all contractual obligations
       have been satisfied. Therefore, the margin utilized in futures contracts
       is readily distinguishable from the margin employed in security
       transactions, since futures contracts margin does not involve the
       borrowing of funds to finance the transaction.

       A put option gives the Fund, in return for a premium, the right to sell
       the underlying security to the writer (seller) at a specified price
       during the term of the option. Put options on stock indices are similar
       to put options on stocks except for the delivery requirements. Instead of
       giving the Fund the right to make delivery of stock at a specified price,
       a put option on a stock index gives the Fund, as holder, the right to
       receive an amount of cash upon exercise of the option.

   
       The Fund may also write covered call options. As the writer of a call
       option, the Fund has the obligation upon exercise of the option during
       the option period to deliver the underlying security upon payment of the
       exercise price. Writing of call options is intended to generate income
       for the Fund and thereby protect against price movements in particular
       securities in the Fund's portfolio.
    

       The Fund may only: (1) buy listed put options on stock indices; (2) buy
       listed put options on securities held in its portfolio; and (3) sell
       listed call options either on securities held in its portfolio or on
       securities which it has the right to obtain without payment of further
       consideration (or has segregated cash in the amount of any such
       additional consideration). The Fund will maintain its positions in
       securities, option rights, and segregated cash subject to puts and calls
       until the options are exercised, closed, or expired.


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

     REVERSE REPURCHASE AGREEMENTS

       The Fund also may enter into reverse repurchase agreements under certain
       circumstances. This transaction is similar to borrowing cash. In a
       reverse repurchase agreement, the Fund transfers possession of a
       portfolio instrument to another person, such as a financial institution,
       broker, or dealer, in return for a percentage of the instrument's market
       value in cash, and agrees that on a stipulated date in the future the
       Fund will repurchase the portfolio instrument by remitting the original
       consideration plus interest at an agreed upon rate. The use of reverse
       repurchase agreements may enable the Fund to avoid selling portfolio
       instruments at a time when a sale may be deemed to be disadvantageous,
       but the ability to enter into reverse repurchase agreements does not
       ensure that the Fund will be able to avoid selling portfolio instruments
       at a disadvantageous time.

       When effecting reverse repurchase agreements, liquid assets of the Fund,
       in a dollar amount sufficient to make payment for the obligations to be
       purchased, are segregated at the trade date. These securities are marked
       to market daily and maintained until the transaction is settled.

     LENDING OF PORTFOLIO SECURITIES

   
       In order to generate additional income, the Fund may lend portfolio
       securities on a short-term or long-term basis, or both, to
       broker/dealers, banks, or other institutional borrowers of securities.
       The Fund will only enter into loan arrangements with broker/dealers,
       banks, or other institutions which the Adviser has determined are
       creditworthy and will receive collateral in the form of cash or U.S.
       government securities equal to at least 102% of the value of the
       securities loaned.

       There is the risk that when lending portfolio securities, the securities
       may not be available to the Fund on a timely basis and the Fund may,
       therefore, lose the opportunity to sell the securities at a desirable
       price. In addition, in the event that a borrower of securities would file
       for bankruptcy or become insolvent, disposition of the securities may be
       delayed pending court action.
    

       The collateral received when the Fund lends portfolio securities must be
       valued daily and, should the market value of the loaned securities
       increase, the borrower must furnish additional collateral to the Fund.
       During the time portfolio securities are on loan, the borrower pays the
       Fund any dividends or interest paid on such securities. Loans are subject
       to termination at the option of the Fund or the borrower. The Fund may
       pay reasonable administrative and custodial fees in connection with a
       loan and may pay a negotiated portion of the interest earned on the cash
       or equivalent collateral to the borrower or placing broker. The Fund does
       not have the right to vote securities on loan. In circumstances where the
       Fund does not, the Fund would terminate the loan and regain the right to
       vote if that were considered important with respect to the investment.

PORTFOLIO TURNOVER

The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. It is not anticipated that the portfolio trading
engaged in by the Fund will result in its annual rate of portfolio turnover
exceeding 100%.

INVESTMENT LIMITATIONS

     SELLING SHORT AND BUYING ON MARGIN

       The Fund will not sell any securities short or purchase any securities on
       margin, but may obtain such short-term credits as are necessary for
       clearance of transactions. The deposit or payment by the Fund of initial
       or variation margin in connection with futures contracts or related
       options transactions is not considered the purchase of a security on
       margin.

     ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities except that the Fund may borrow
       money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total assets, including the amount
       borrowed. The Fund will not purchase any securities while borrowings in
       excess of 5% of the value of the Fund's total assets are outstanding.

     PLEDGING ASSETS

       The Fund will not mortgage, pledge, or hypothecate any assets except to
       secure permitted borrowings. For the purpose of this limitation, the
       following are not deemed to be pledges: margin deposits for the purchase
       and sale of futures contracts and related options, and segregation or
       collateral arrangements made in connection with options activities.


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

     INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate, including limited
       partnership interests, although it may invest in the securities of
       issuers whose business involves the purchase or sale of real estate or in
       securities which are secured by real estate or interests in real estate.

     INVESTING IN COMMODITIES, COMMODITY CONTRACTS, OR COMMODITY FUTURES
     CONTRACTS

       The Fund will not purchase or sell commodities, commodity contracts or
       commodity futures contracts except to the extent that the Fund may engage
       in transactions involving futures contracts and related options.

     UNDERWRITING

       The Fund will not underwrite any issue of securities, except as it may be
       deemed to be an underwriter under the Securities Act of 1933 in
       connection with the sale of securities in accordance with its investment
       objective, policies, and limitations.

     DIVERSIFICATION OF INVESTMENTS

       With respect to securities comprising 75% of the value of its assets, the
       Fund will not purchase securities of any one issuer (other than
       securities issued or guaranteed by the government of the United States or
       its agencies or instrumentalities) if, as a result, more than 5% of the
       value of its total assets would be invested in the securities of that
       issuer. Also, the Fund will not acquire more than 10% of the voting
       securities of any one issuer.

     CONCENTRATION OF INVESTMENTS

       The Fund will not invest 25% or more of the value of its total assets in
       any one industry, except that the Fund may invest 25% or more of the
       value of its total assets in securities issued or guaranteed by the U.S.
       government, its agencies or instrumentalities, and repurchase agreements
       secured by such instruments.

     LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets except portfolio securities up
       to one-third of the value of its total assets. This shall not prevent the
       Fund from purchasing U.S. government obligations, money market
       instruments, bonds, debentures, notes, certificates of indebtedness, or
       other debt securities, entering into repurchase agreements, or engaging
       in other transactions where permitted by the Fund's investment objective,
       policies and limitations.

The above investment limitations cannot be changed without shareholder approval.
The following investment limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

   
       The Fund can acquire up to 3% of the total outstanding stock of other
       investment companies. The Fund will not be subject to any other
       limitations with regard to the acquisition of securities of other
       investment companies so long as the public offering price of the Fund's
       shares does not include a sales load exceeding 1-1/2 percent. The Fund
       will purchase securities of investment companies only in open-market
       transactions involving only customary broker's commissions. However,
       these limitations are not applicable if the securities are acquired in a
       merger, consolidation, reorganization, or acquisition of assets. While it
       is the Fund's policy to waive its investment advisory fees on Fund assets
       invested in securities of other open-end investment companies, it should
       be noted that investment companies incur certain expenses, such as
       custodian and transfer agent fees, and therefore, any investment by the
       Fund in shares of another investment company would be subject to such
       duplicate expenses.
    

     INVESTING IN RESTRICTED SECURITIES

       The Fund will not invest more than 5% of its total assets in securities
       subject to restrictions on resale under the federal securities laws,
       except for certain restricted securities which meet the criteria for
       liquidity as established by the Trustees.

     INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 15% of the value of its net assets in
       illiquid obligations including repurchase agreements providing for
       settlement in more than seven days after notice, over-the-counter
       options, certain securities not determined by the Trustees to be liquid,
       and non-negotiable fixed income time deposits with maturities over seven
       days.

     INVESTING IN MINERALS

       The Fund will not purchase interests in oil, gas, or other mineral
       exploration or development programs or leases, except it may purchase the
       securities of issuers which invest in or sponsor such programs.

     INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       securities of issuers which have less than three years of operations
       including the operation of any predecessor.

     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
     THE TRUST

       The Fund will not purchase or retain the securities of any issuer if the
       officers and Trustees of the Trust or its investment adviser, owning
       individually more than .5 of 1% of the issuer's securities, together own
       more than 5% of the issuer's securities.

     INVESTING IN PUT OPTIONS

       The Fund will not purchase put options on securities, other than put
       options on stock indices, unless the securities are held in the Fund's
       portfolio and not more than 5% of the value of the Fund's total assets
       would be invested in premiums on open put option positions.

     WRITING COVERED CALL OPTIONS

       The Fund will not write call options on securities unless the securities
       are held in the Fund's portfolio or unless the Fund is entitled to them
       in deliverable form without further payment or after segregating cash in
       the amount of any further payment.

     INVESTING IN WARRANTS

   
       The Fund will not invest more than 5% of its assets in warrants,
       including those acquired in units or attached to other securities. To
       comply with certain state restrictions, the Fund will limit its
       investment in such warrants not listed on nationally recognized stock
       exchanges to 2% of its net assets. (If state restrictions change, this
       latter restriction may be revised without notice to shareholders.) For
       purposes of this investment restriction, warrants acquired by the Fund in
       units or attached to securities may be deemed to be without value.
    

     PURCHASING SECURITIES TO EXERCISE CONTROL

       The Fund will not purchase securities of a company for purposes of
       exercising control or management.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan, having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

The Fund does not intend to borrow money in excess of 5% of the value of its
total assets during the current year.

To comply with registration requirements in certain states, the Fund (1) will
limit the aggregate value of the assets underlying covered call options or put
options written by the Fund to not more than 25% of its net assets, (2) will
limit the premiums paid for options purchased by the Fund to 5% of its net
assets, and (3) will limit the margin deposits on futures contracts entered into
by the Fund to 5% of its net assets. (If state requirements change, these
restrictions may be revised without shareholder notification.)

INDEPENDENCE ONE MUTUAL FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

Officers and Trustees are listed with their addresses, birthdates, principal
occupations, and present positions, including any affiliation with Michigan
National Bank, Michigan National Corporation, Federated Investors, Federated
Securities Corp., Federated Administrative Services, and Federated Services
Company.


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

Robert E. Baker
4327 Stoneleigh Road
Bloomfield Hills, MI
Birthdate: May 6, 1930

Trustee

Retired; formerly, Vice Chairman, Chrysler Financial Corporation.
- --------------------------------------------------------------------------------

Harold Berry
100 Galleria Officentre,
  Suite 219
Southfield, MI
Birthdate: September 17, 1925

Trustee

Managing Partner, Berry Enterprises; Chairman, Independent Sprinkler Companies,
Inc.; formerly, Chairman, Executive Committee, Federal Enterprises, Inc.;
Chairman, Berry, Ziegelman & Company.
- --------------------------------------------------------------------------------

Clarence G. Frame+
W-875 First Bank Building
332 Minnesota Street
St. Paul, MN
Birthdate: July 26, 1918

Trustee

Director, Tosco Corporation, Chicago Milwaukee Corporation, and Voyageur Funds
Group; formerly, Vice Chairman, First Bank System, Inc. and President, The First
National Bank of St. Paul, a subsidiary of First Bank System, Inc.
- --------------------------------------------------------------------------------

Harry J. Nederlander+*
231 S. Woodward,
  Suite 219
Birmingham, MI
Birthdate: September 5, 1917

Trustee

Chairman, Nederlander Enterprises.
- --------------------------------------------------------------------------------

Thomas S. Wilson
Two Championship Drive
Auburn Hills, MI
Birthdate: October 9, 1949

Trustee

President and Executive Administrator, Detroit Pistons; President, Arena
Associates, Inc.
- --------------------------------------------------------------------------------

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930

President and Treasurer

Executive Vice President, Treasurer and Director, Federated Securities Corp.;
Chairman, Treasurer and Trustee, Federated Administrative Services; Vice
President, Treasurer and Trustee, Federated Investors.
- --------------------------------------------------------------------------------

Jeffrey W. Sterling
Federated Investors Tower
Pittsburgh, PA
Birthdate: February 5, 1947
Vice President and Assistant Treasurer

Vice President, Federated Administrative Services.
- --------------------------------------------------------------------------------

Jay S. Neuman
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 22, 1950

Secretary

Corporate Counsel, Federated Investors; Prior to January 1991, Associate
Counsel, The Boston Company
Advisors, Inc.
- --------------------------------------------------------------------------------

+Member of the Trust's Executive Committee. The Executive Committee of the Board
 of Trustees handles the responsibilities of the Board of Trustees between
 meetings of the Board

*This Trustee is deemed to be an "interested person" of the Fund or Trust as
 defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding shares of the Fund.

TRUSTEES' COMPENSATION

<TABLE>
<CAPTION>
                               AGGREGATE
     NAME, POSITION          COMPENSATION
       WITH TRUST             FROM TRUST*
<S>                        <C>
Robert E. Baker                 $8,500
  Trustee

Harold Berry                    $8,500
  Trustee

Clarence G. Frame               $8,500
  Trustee

Harry J. Nederlander            $8,500
  Trustee

Thomas S. Wilson                $7,650
  Trustee
</TABLE>

* Information is furnished for the fiscal year ended April 30, 1995. The
  aggregate compensation is provided for the Trust which was comprised of four
  portfolios at April 30, 1995. The Trust is the only investment company in the
  Fund Complex.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

The Fund's investment adviser is Michigan National Bank (the "Adviser").

The Adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security, or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Trust.

Because of the internal controls maintained by Michigan National Bank to
restrict the flow of non-public information, Fund investments are typically
made without any knowledge of Michigan National Bank's or its affiliates'
lending relationships with an issuer.

ADVISORY FEES

For its advisory services, Michigan National Bank receives an annual investment
advisory fee as described in the prospectus.

     STATE EXPENSE LIMITATIONS

       The Adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets,
       2% per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the Adviser will reimburse the
       Trust for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for the fees set forth in the
prospectus.

CUSTODIAN
- --------------------------------------------------------------------------------

Michigan National Bank, Farmington Hills, Michigan, is custodian for the
securities and cash of the Fund. For the services to be provided to the Trust
pursuant to the Custodian Agreement, the Trust pays the custodian an annual fee
based upon the average daily net assets of the Fund and which is payable
monthly. The custodian will also charge transaction fees and out-of-pocket
expenses.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the Adviser
and may include:

 advice as to the advisability of investing in securities;

 security analysis and reports;

 economic studies;

 industry studies;

 receipt of quotations for portfolio evaluations; and

 similar services.

The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the Adviser for other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.


PURCHASING SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value without a sales charge on days when
both the New York Stock Exchange and the Federal Reserve Wire System are open
for business. The procedure for purchasing shares of the Fund is explained in
the prospectus under "Investing in the Fund."

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Michigan National Bank acts as the shareholder's agent in
depositing checks and converting them to federal funds.

DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

DETERMINING MARKET VALUE OF SECURITIES
- --------------------------------------------------------------------------------

The market values of the Fund's portfolio securities are determined as follows:

 for equity securities, according to the last sale price on a national
 securities exchange, if applicable;

 in the absence of recorded sales for listed equity securities, according to the
 mean between the last closing bid and asked prices;

 for unlisted equity securities, latest bid prices;

 for bonds and other fixed income securities, as determined by an independent
 pricing service;

 for short-term obligations, according to the mean between bid and asked prices
 as furnished by an independent pricing service, or for short-term obligations
 with remaining maturities of 60 days or less at the time of purchase, at
 amortized cost; or

 for all other securities, at fair value as determined in good faith by the
 Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.

The Fund will value futures contracts and options at their market values
established by the exchanges at the close of options trading on such exchanges
unless the Trustees determine in good faith that another method of valuing
option positions is necessary.

REDEEMING SHARES
- --------------------------------------------------------------------------------

The Fund redeems shares at the next computed net asset value after Federated
Services Company receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Fund Shares."

REDEMPTION IN KIND

Although the Fund intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Fund's portfolio. To satisfy registration
requirements in a particular state, redemption in kind will be made (for any
shareholder requesting redemption) in readily marketable securities to the
extent that such securities are available. If this state's policy changes, the
Fund reserves the right to redeem in kind by delivering those securities it
deems appropriate.

Redemption in kind will be made in conformity with applicable SEC rules, taking
such securities at the same value employed in determining net asset value and
selecting the securities in a manner the Trustees determine to be fair and
equitable.

The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Fund is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.


TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

The Fund expects to pay no federal income tax because it intends to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:

 derive at least 90% of its gross income from dividends, interest, and gains
 from the sale of securities;

 derive less than 30% of its gross income from the sale of securities held less
 than three months;

 invest in securities within certain statutory limits; and

 distribute to its shareholders at least 90% of its net income earned during the
 year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends received as cash or
additional shares. The dividends received deduction for corporations will apply
to ordinary income distributions to the extent the distribution represents
amounts that would qualify for the dividends received deduction to the Fund if
the Fund were a regular corporation, and to the extent designated by the Fund as
so qualifying. These dividends, and any short-term capital gains, are taxable as
ordinary income.

CAPITAL GAINS

Long-term capital gains distributed to shareholders will be treated as long-term
capital gains regardless of how long shareholders have held shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the net asset value per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, less any applicable sales charge, adjusted
over the period by any additional shares, assuming the reinvestment of all
dividends and distributions.

YIELD
- --------------------------------------------------------------------------------

The yield for the Fund is determined each day by dividing the net investment
income per share (as defined by the SEC) earned by the Fund over a thirty-day
period by the maximum offering price per share of the Fund on the last day of
the period. This value is then annualized using semi-annual compounding. This
means that the amount of income generated during the thirty-day period is
assumed to be generated each month over a 12-month period and is reinvested
every six months. The yield does not necessarily reflect income actually earned
by the Fund because of certain adjustments required by the SEC and, therefore,
may not correlate to the dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
the performance will be reduced for those shareholders paying those fees.

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The Fund's performance depends upon such variables as:

 portfolio quality;

 average portfolio maturity;

 type of instruments in which the portfolio is invested;

 changes in interest rates and market value of portfolio securities;

 changes in the Fund's expenses; and

 various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and the maximum offering price per share fluctuate daily. Both net earnings and
offering price per share are factors in the computation of yield and total
return.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors, such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value


- --------------------------------------------------------------------------------
portfolio securities and compute offering price. The financial publications
and/or indices which the Fund uses in advertising may include:

 STANDARD & POOR'S COMPOSITE INDEX OF 500 STOCKS AND STANDARD & POOR'S 100
 INDEX, a composite indices of common stocks in industry, transportation, and
 financial and public utility companies can be used to compare to the total
 returns of funds whose portfolios are invested primarily in common stocks. In
 addition, the Standard & Poor's index assumes reinvestments of all dividends
 paid by stocks listed on its index. Taxes due on any of these distributions are
 not included, nor are brokerage or other fees calculated in Standard & Poor's
 figures.

 LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
 making comparative calculations using total return. Total return assumes the
 reinvestment of all capital gains distributions and income dividends and takes
 into account any change in the maximum offering price over a specific period of
 time. From time to time, the Fund will quote is Lipper ranking in the "index
 funds" category in advertising and sales literature.

 MORNINGSTAR, INC., an independent rating service, is the publisher of the
 bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
 NASDAQ-listed mutual funds of all types, according to their risk-adjusted
 returns. The maximum rating is five stars, and ratings are effective for two
 weeks.

Advertisements and other sales literature for the Fund may quote total returns
which are calculated on nonstandardized base periods. These total returns also
represent the historic change in the value of an investment in the Fund based on
quarterly reinvestment of dividends over a specified period of time.

   
Cusip 453777872
    
G001198-01 (5/95)






INDEPENDENCE ONE MICHIGAN MUNICIPAL BOND FUND
(A PORTFOLIO OF INDEPENDENCE ONE MUTUAL FUNDS)
PROSPECTUS

The shares of Independence One Michigan Municipal Bond Fund (the "Fund") offered
by  this  prospectus  represent  interests  in  a  non-diversified  portfolio of
securities which is one of a series of investment portfolios in Independence One
Mutual Funds (the "Trust"), an open-end management investment company (a  mutual
fund). Michigan National Bank professionally manages the Fund's portfolio.

   
The  investment objective of the  Fund is to provide  current income exempt from
federal regular income tax and the personal income taxes imposed by the State of
Michigan and Michigan municipalities. The Fund invests primarily in a  portfolio
of municipal securities which are exempt from federal regular income tax and the
personal   income  taxes  imposed   by  the  State   of  Michigan  and  Michigan
municipalities ("Michigan Municipal Securities"). These securities include those
issued by or on behalf of the State of Michigan and Michigan municipalities,  as
well  as those issued by other states, territories and possessions of the United
States which are exempt from federal regular income tax and the personal  income
taxes of the State of Michigan and Michigan municipalities. In addition the Fund
intends  to  qualify as  an investment  substantially  exempt from  the Michigan
intangibles tax. Shares of  the Fund are  intended to be  sold as an  investment
vehicle   for   institutions,   corporations,   fiduciaries   and   individuals.
Shareholders can invest, reinvest, or redeem  shares at any time without  charge
or  penalty imposed by the Fund. Shareholders have access to other portfolios of
the Trust through an exchange program.
    

THE SHARES  OFFERED  BY THIS  PROSPECTUS  ARE  NOT DEPOSITS  OR  OBLIGATIONS  OF
MICHIGAN  NATIONAL BANK,  ARE NOT  ENDORSED OR  GUARANTEED BY  MICHIGAN NATIONAL
BANK, AND ARE  NOT INSURED  BY THE  FEDERAL DEPOSIT  INSURANCE CORPORATION,  THE
FEDERAL  RESERVE  BOARD, OR  ANY OTHER  GOVERNMENT  AGENCY. INVESTMENT  IN THESE
SHARES INVOLVES INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This prospectus contains  the information you  should read and  know before  you
invest in the Fund. Keep this prospectus for future reference.

   
The  Fund has also filed a Statement  of Additional Information dated August 23,
1995, with the Securities and Exchange Commission. The information contained  in
the  Statement of Additional Information is  incorporated by reference into this
prospectus. You may request  a copy of the  Statement of Additional  Information
free  of charge, obtain other  information, or make inquiries  about the Fund by
writing or calling the Fund toll-free 1-800-334-2292.
    

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

   
Prospectus dated August 23, 1995
    

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
GENERAL INFORMATION                               2
- ---------------------------------------------------
INVESTMENT INFORMATION                            2
- ---------------------------------------------------
  Investment Objective                            2
  Investment Policies                             2
    Acceptable Investments                        3
    Characteristics                               3
    Participation Interests                       3
    Variable Rate Municipal Securities            3
    Municipal Leases                              3
    Investing in Securities of Other
      Investment Companies                        4
    Restricted and Illiquid Securities            4
    When-Issued and Delayed Delivery
      Transactions                                4
    Temporary Investments                         4
  Michigan Municipal Securities                   5
  Investment Risks                                5
  Non-Diversification                             6
  Investment Limitation                           6
INDEPENDENCE ONE MUTUAL FUNDS
  INFORMATION                                     7
- ---------------------------------------------------
  Management of the Trust                         7
    Board of Trustees                             7
    Investment Adviser                            7
      Advisory Fees                               7
      Adviser's Background                        7
  Distribution of Fund Shares                     8
  Administration of the Fund                      8
    Administrative Services                       8
    Custodian                                     9
    Transfer Agent and Dividend
      Disbursing Agent                            9
    Independent Auditors                          9
  Expenses of the Fund                            9
NET ASSET VALUE                                   9
- ---------------------------------------------------
INVESTING IN THE FUND                            10
- ---------------------------------------------------
  Share Purchases                                10
    To Place an Order                            10
  Minimum Investment Required                    10
  What Shares Cost                               10
  Certificates and Confirmations                 11
  Dividends and Capital Gains                    11

EXCHANGING SECURITIES FOR FUND SHARES            11
- ---------------------------------------------------
EXCHANGE PRIVILEGE                               11
- ---------------------------------------------------
    Exchange by Telephone                        12
    Written Exchange                             13

REDEEMING FUND SHARES                            13
- ---------------------------------------------------
    By Telephone                                 13
    By Mail                                      14
  Accounts with Low Balances                     15

SHAREHOLDER INFORMATION                          15
- ---------------------------------------------------
  Voting Rights                                  15
  Massachusetts Partnership Law                  15

EFFECT OF BANKING LAWS                           15
- ---------------------------------------------------
TAX INFORMATION                                  16
- ---------------------------------------------------
  Federal Income Tax                             16
  Michigan Taxes                                 17
  Other State and Local Taxes                    17

PERFORMANCE INFORMATION                          17
- ---------------------------------------------------
ADDRESSES                                Back Cover
- ---------------------------------------------------

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
                            SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering 
price).............None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering
  price)..........................................................None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)..................None
Redemption Fee (as a percentage of amount redeemed, if applicable).......None
Exchange Fee.............................................................None

    
                            ANNUAL FUND OPERATING EXPENSES*
                   (As a percentage of projected average net assets)
Management Fee (after waiver) (1)...................................0.25%
12b-1 Fees..........................................................None
Total Other Expenses (after waiver) (2).............................0.40%
    Total Fund Operating Expenses (3)...............................0.65%
(1)   The estimated management  fee has been reduced  to reflect the anticipated
     voluntary waiver by the investment adviser. The adviser can terminate  this
     voluntary waiver at any time at its sole discretion. The maximum management
     fee is 0.75%.
(2)   The Total Other Expenses are  estimated to be 0.45% absent the anticipated
     voluntary waiver by the administrator.
(3)  The  Total Fund Operating  Expenses are  estimated to be  1.20% absent  the
     anticipated voluntary waivers detailed in notes (1) and (2).
*  Annual Fund Operating Expenses are estimated based on expenses expected to be
  incurred during the fiscal  year ending April 30,  1996. During the course  of
  this period, expenses may be more or less than the amount shown.
     
    THE  PURPOSE OF  THIS TABLE  IS TO ASSIST  AN INVESTOR  IN UNDERSTANDING THE
VARIOUS COSTS AND  EXPENSES THAT  A SHAREHOLDER OF  THE FUND  WILL BEAR,  EITHER
DIRECTLY  OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "INDEPENDENCE ONE MUTUAL FUNDS INFORMATION" AND "INVESTING IN  THE
FUND."  WIRE-TRANSFERRED  REDEMPTIONS  OF LESS  THAN  $5,000 MAY  BE  SUBJECT TO
ADDITIONAL FEES.

   
EXAMPLE                                                          1
YEAR     3 YEARS
- --------------------------------------------------------  ---------  ---------
You would pay the following expenses on a $1,000 investment assuming (1) 5%  
annual return  and (2)  redemption at  the end of  each time  period. The  
Fund charges no redemption fees.............................     $7   $21
    
    THE ABOVE  EXAMPLE SHOULD  NOT BE  CONSIDERED A  REPRESENTATION OF  PAST  OR
FUTURE  EXPENSES. ACTUAL EXPENSES MAY BE GREATER  OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING APRIL 30, 1996.

                                       1



GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated January 9,  1989. The Declaration of  Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in  separate  classes.  This prospectus  relates  only  to  the Trust's
portfolio known as Independence One Michigan Municipal Bond Fund. As of the date
of this prospectus, the Fund does not offer separate classes of shares.

Shares of  the  Fund are  designed  as a  convenient  means of  accumulating  an
interest  in a professionally managed  portfolio investing primarily in Michigan
Municipal Securities. The  Fund is not  likely to be  a suitable investment  for
non-Michigan  taxpayers or retirement plans  since Michigan Municipal Securities
are not likely  to produce  competitive after-tax  yields for  such persons  and
entities when compared to other investments.

A  minimum initial investment of $1,000 is required. Subsequent investments must
be in amounts of $100 or more.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment  objective of  the Fund  is to  provide current  income which  is
exempt  from federal regular income tax and the personal income taxes imposed by
the State  of Michigan  and Michigan  municipalities. The  investment  objective
cannot  be changed without approval of shareholders. While there is no assurance
that the Fund will achieve  its investment objective, it  endeavors to do so  by
following the investment policies described in this prospectus.

Interest income of the Fund that is exempt from the income taxes described above
retains  its exempt status when distributed to the Fund's shareholders. However,
income distributed  by the  Fund may  not necessarily  be exempt  from state  or
municipal  taxes in states other than Michigan. In addition, the Fund intends to
qualify as  an investment  substantially exempt  from the  Michigan  Intangibles
Personal Property tax ("Intangibles tax").

INVESTMENT POLICIES

As  a matter of fundamental  investment policy which may  not be changed without
shareholder approval, the  Fund will  invest its  assets so  that, under  normal
circumstances,  at  least  80% of  its  total  assets are  invested  in Michigan
Municipal Securities, as  previously defined. (Federal  regular income tax  does
not  include the individual  alternative minimum tax  or the federal alternative
minimum tax  for  corporations.)  Unless  indicated  otherwise,  the  investment
policies  of  the  Fund may  be  changed  by the  Trustees  without  approval of
shareholders. Shareholders will be notified before any material changes in these
policies becomes effective.

                                       2
ACCEPTABLE INVESTMENTS.   The Michigan  Municipal Securities in  which the  Fund
invests include:

    - obligations issued by or on behalf of the state of Michigan, its political
      subdivisions, or agencies;

    - debt  obligations of  any state,  territory, or  possession of  the United
      States, or any political subdivision of any of these; and

    - participation  interests,  as  described  below,  in  any  of  the   above
      obligations,

the interest from which is, in the opinion of bond counsel for the issuers or in
the  opinion  of  officers  of the  Trust,  on  behalf of  the  Fund  and/or the
investment adviser to the Fund, exempt from both federal regular income tax  and
the  personal  income  taxes  imposed  by the  State  of  Michigan  and Michigan
municipalities.

The prices of fixed  income securities fluctuate inversely  to the direction  of
interest rates.

CHARACTERISTICS.  The Michigan Municipal Securities which the Fund buys are high
grade  bonds rated, at the  time of purchase, Aaa, Aa  or A by Moody's Investors
Service, Inc., AAA, AA or A by Standard & Poor's Ratings Group, or AAA, AA or  A
by  Fitch Investors Service, Inc. In certain cases the Fund's adviser may choose
bonds which are unrated if it judges the bonds to have the same  characteristics
as the investment grade bonds described above. If a security loses its rating or
has its rating reduced after the Fund has purchased it, the Fund is not required
to  sell or  otherwise dispose  of the  security, but  may consider  doing so. A
description of  the ratings  categories  is contained  in  the Appendix  to  the
Statement of Additional Information.

PARTICIPATION  INTERESTS.   The Fund  may purchase  participation interests from
financial institutions such as commercial banks, savings and loan  associations,
and  insurance  companies.  These  participation  interests  give  the  Fund  an
undivided interest in Michigan Municipal Securities. The financial  institutions
from  which  the Fund  purchases participation  interests frequently  provide or
secure  irrevocable  letters  of  credit  or  guarantees  to  assure  that   the
participation  interests are of high quality.  The Fund's adviser will determine
whether participation interests  meet the prescribed  quality standards for  the
Fund.

VARIABLE  RATE MUNICIPAL SECURITIES.  Some  of the Michigan Municipal Securities
which the Fund  purchases may  have variable interest  rates. Variable  interest
rates are ordinarily based on a published interest rate, interest rate index, or
a  similar standard, such as  the 91-day U.S. Treasury  bill rate. Many variable
rate municipal securities are subject to  payment of principal on demand by  the
Fund  in not more than  seven days. All variable  rate municipal securities will
meet the quality standards for the Fund. The Fund's investment adviser has  been
instructed by the Trustees to monitor the pricing, quality, and liquidity of the
variable  rate municipal  securities, including participation  interests held by
the Fund on  the basis  of published financial  information and  reports of  the
rating agencies and other analytical services.

MUNICIPAL  LEASES.  Municipal  leases are obligations issued  by state and local
governments  or  authorities  to  finance  the  acquisition  of  equipment   and
facilities  and may be  considered to be illiquid.  They may take  the form of a
lease, an  installment purchase  contract,  a conditional  sales contract  or  a
participation  certificate on any of the above. Lease obligations may be subject
to periodic appropria-

                                       3

tion. If the entity  does not appropriate funds  for future lease payments,  the
entity  cannot be compelled  to make such  payments. In the  event of failure of
appropriation, unless the  participation interests  are credit  enhanced, it  is
unlikely  that the participants would be able to obtain an acceptable substitute
source of payment.

   
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES.  The Fund can acquire  up
to  3 per centum of  the total outstanding stock  of other investment companies.
The Fund  will not  be  subject to  any other  limitations  with regard  to  the
acquisition  of securities of  other investment companies so  long as the public
offering price of  the Fund's  shares does not  include a  sales load  exceeding
1 1/2 percent. The Fund will purchase securities of investment companies only in
open-market transactions involving only customary broker's commissions (although
the  Fund does not expect  to incur any broker's  commissions in connection with
its purchases). However, these limitations are not applicable if the  securities
are  acquired  in a  merger,  consolidation, reorganization,  or  acquisition of
assets. While it is the Fund's policy  to waive its investment advisory fees  on
Fund  assets invested in  securities of other  open-end investment companies, it
should be  noted  that investment  companies  incur certain  expenses,  such  as
custodian  and transfer agent fees, and therefore, any investment by the Fund in
shares of  another  investment  company  would  be  subject  to  such  duplicate
expenses.
    

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities. Restricted  securities are  any  securities in  which the  Fund  may
otherwise invest pursuant to its investment objective and policies but which are
subject  to restriction upon resale under federal securities laws. To the extent
these securities  are not  determined to  be  liquid, the  Fund will  limit  its
purchase  of these securities,  together with other  securities considered to be
illiquid, to 15% of its net assets.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are  arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future  time. The seller's failure to  complete these transactions may cause the
Fund to miss a  price or yield considered  to be advantageous. Settlement  dates
may  be a month or  more after entering into  these transactions, and the market
values  of  the  securities  purchased  may  vary  from  the  purchase   prices.
Accordingly,  the Fund may pay more/less than the market value of the securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to  sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits  or losses upon the sale of  such
commitments.

TEMPORARY  INVESTMENTS.   From time to  time on  a temporary basis,  or when the
investment adviser  determines  that  market conditions  call  for  a  temporary
defensive  posture,  the Fund  may invest  in short-term  non-Michigan municipal
tax-exempt  obligations  or  taxable  temporary  investments.  These   temporary
investments  include: notes  issued by  or on  behalf of  municipal or corporate
issuers; obligations issued or guaranteed by the U.S. government, its  agencies,
or  instrumentalities; other debt securities;  commercial paper; certificates of
deposit  of  banks;  and  repurchase  agreements  (arrangements  in  which   the
organization  selling the Fund a bond or temporary investment agrees at the time
of sale to repurchase it at a mutually agreed upon time and price).

                                       4

There are no rating requirements  applicable to temporary investments.  However,
the  investment adviser will  limit temporary investments  to those rated within
the high grade categories described under "Acceptable
Investments--Characteristics"  (if  rated)  or  (if  unrated)  those  which  the
investment  adviser judges to  have the same  characteristics as such investment
grade securities.

Although the Fund is permitted to make taxable, temporary investments, there  is
no  current intention of generating income subject to federal regular income tax
or  personal  income  taxes  imposed  by  the  State  of  Michigan  or  Michigan
municipalities.

MICHIGAN MUNICIPAL SECURITIES

Michigan Municipal Securities are generally issued to finance public works, such
as   airports,  bridges,  highways,   housing,  hospitals,  mass  transportation
projects, schools, streets, and water and  sewer works. They are also issued  to
repay  outstanding obligations, to  raise funds for  general operating expenses,
and to make loans to other public institutions and facilities.

Michigan Municipal Securities include industrial development bonds issued by  or
on  behalf of public  authorities to provide  financing aid to  acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this  financing encourages these  corporations to locate  within
the sponsoring communities and thereby increases local employment.

The  two principal classifications of Michigan Municipal Securities are "general
obligation" and "revenue"  bonds. General  obligation bonds are  secured by  the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal  and interest. However, interest on and principal of revenue bonds are
payable only from the revenue generated by the facility financed by the bond  or
other  specified sources of revenue. Revenue bonds  do not represent a pledge of
credit or  create any  debt  of or  charge against  the  general revenues  of  a
municipality  or public  authority. Industrial  development bonds  are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on  Michigan  Municipal  Securities  depend  on  a  variety  of  factors,
including:  the general conditions of the municipal bond market; the size of the
particular offering; the  maturity of  the obligations;  and the  rating of  the
issue.  Further, any adverse  economic conditions or  developments affecting the
State of Michigan or its municipalities  could impact the Fund's portfolio.  The
ability  of the  Fund to  achieve its investment  objective also  depends on the
continuing  ability  of  the  issuers  of  Michigan  Municipal  Securities   and
participation  interests, or the guarantors of either, to meet their obligations
for the payment of interest  and principal when due.  In addition, from time  to
time, the supply of Michigan Municipal Securities acceptable for purchase by the
Fund could be limited. Investing in Michigan Municipal Securities which meet the
Fund's  quality standards may  not be possible  if the State  of Michigan or its
municipalities do not maintain their current credit ratings.

The Fund may invest in Michigan Municipal Securities which are repayable out  of
revenue  streams  generated  from economically  related  projects  or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Michigan Municipal Securities could involve an increased risk to the Fund should
any of these related projects or facilities experience financial difficulties.

                                       5
Obligations of  issuers of  Michigan  Municipal Securities  are subject  to  the
provisions  of bankruptcy, insolvency,  and other laws  affecting the rights and
remedies of creditors. In addition, the  obligations of such issuers may  become
subject  to  laws  enacted in  the  future  by Congress,  state  legislators, or
referenda extending  the  time for  payment  of principal  and/or  interest,  or
imposing  other constraints  upon enforcement  of such  obligations or  upon the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer to  pay,  when  due, the  principal  of  and interest  on  its  municipal
securities may be materially affected.

   
The  Michigan economy has diversified away from durable goods manufacturing with
service sector employment  currently at approximately  25% of total  employment.
However,  manufacturing,  and the  automobile sector  in particular,  still have
significant influence  over the  State's economy.  Michigan's economy  tends  to
fluctuate  with the  cyclical trends  of the  manufacturing sector,  which still
accounts for nearly 23% of total state employment. The State's unemployment rate
is below the national unemployment  rate for the first  time in almost 20  years
reflecting  both  the diversification  of the  regional economy  and significant
improvement in the automobile sector and related industries.

Michigan's finances  were hard  hit during  the 1990  and 1991  fiscal  periods.
Spending  cuts and  an improving state  economy resulted in  surplus revenues of
$254 million in fiscal 1992. As a  result of continuing surplus funds in  fiscal
years   1993  and  1994,   Michigan's  budget  stabilization   fund  reached  an
historically high level  of $779  million at  the end  of fiscal  1994, with  an
additional  increase now  projected for the  year ended September  30, 1995. The
State of Michigan maintains  a conservative debt position  with per capita  debt
remaining below the national average.
    

A  further discussion  of the  risks of a  portfolio which  invests primarily in
Michigan Municipal  Securities  is  contained in  the  Statement  of  Additional
Information.

NON-DIVERSIFICATION

The  Fund is a non-diversified investment portfolio.  As such, there is no limit
on the percentage  of assets  which can  be invested  in any  single issuer.  An
investment  in the Fund, therefore, will entail greater risk than would exist in
a  diversified  portfolio  of  securities  because  the  higher  percentage   of
investments  among fewer issuers may result  in greater fluctuation in the total
market value of  the Fund's  portfolio. Any economic,  political, or  regulatory
developments  affecting the value of the securities in the Fund's portfolio will
have a greater impact on the total value of the portfolio than would be the case
if the portfolio were diversified among more issuers.

The Fund intends to  comply with Subchapter  M of the  Internal Revenue Code  of
1986,  as amended. This undertaking requires that  at the end of each quarter of
the taxable year: (a) with regard to at least 50% of the Fund's total assets, no
more than 5%  of its total  assets are invested  in the securities  of a  single
issuer,  and (b) beyond that, no more than  25% of its total assets are invested
in the securities of a single issuer.

INVESTMENT LIMITATION

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to

                                       6

buy it  back  on  a  set  date)  or  pledge  securities  except,  under  certain
circumstances,  the Fund may  borrow up to  one-third of the  value of its total
assets and pledge securities to secure such borrowings.

The above investment limitation cannot be changed without shareholder approval.

INDEPENDENCE ONE MUTUAL FUNDS INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF  TRUSTEES.   The  Trustees are  responsible  for managing  the  Trust's
business  affairs  and for  exercising all  of the  Trust's powers  except those
reserved for the shareholders. An Executive  Committee of the Board of  Trustees
handles the Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment  decisions for the  Fund are made  by Michigan National  Bank, as the
Fund's investment adviser (the "Adviser"), subject to direction by the Trustees.
The Adviser continually  conducts investment  research and  supervision for  the
Fund  and is responsible for the purchase  or sale of portfolio instruments, for
which it receives an annual fee based on the assets of the Fund.

       
    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to 0.75 of 1% of  the Fund's average daily net  assets. The fee paid by  the
    Fund,  while higher  than the  advisory fee  paid by  other mutual  funds in
    general, is  comparable to  fees paid  by other  mutual funds  with  similar
    objectives  and policies. The Adviser has  undertaken to reimburse the Fund,
    up to the amount of  the advisory fee, for  operating expenses in excess  of
    limitations  established  by  certain states.  The  Adviser  may voluntarily
    choose to waive a portion  of its fee or  reimburse certain expenses of  the
    Fund.
        
    ADVISER'S   BACKGROUND.     Michigan  National  Bank,   a  national  banking
    association, is a wholly-owned  subsidiary of Michigan National  Corporation
    ("MNC").  Through  its subsidiaries  and  affiliates, MNC,  Michigan's fifth
    largest bank holding company  in terms of total  assets, as of December  31,
    1994,  offers a  full range of  financial services to  the public, including
    commercial  lending,   depository  services,   cash  management,   brokerage
    services, retail banking, mortgage banking, investment advisory services and
    trust  services. Independence One Capital Management Corporation ("IOCM"), a
    nationally  recognized  investment  advisory  subsidiary  of  MNC,  provides
    investment  advisory services for  trust and other  managed assets. IOCM and
    the Trust Division  of Michigan  National Bank (the  "Trust Division")  have
    managed  custodial assets totaling $9 billion.  Of this amount, IOCM and the
    Trust Division have investment discretion over $2.2 billion.

    Michigan National Bank has  managed mutual funds since  May 1989. The  Trust
    Division  has managed  pools of  commingled funds  since 1964.  In addition,
    Michigan National Bank  presently manages  its own  investment portfolio  of
    approximately $300 million in taxable, short-term instruments.

    As  part of its regular banking  operations, Michigan National Bank may make
    loans to  or  provide  credit  support  for  obligations  issued  by  public
    companies or municipalities. Thus, it may be

                                       7
    possible,  from time to time, for the Fund to hold or acquire the securities
    of issuers which  are also lending  clients of Michigan  National Bank.  The
    lending relationship will not be a factor in the selection of securities.

    Stacey A. Gray is Vice President and Portfolio Manager for Michigan National
    Bank in Farmington Hills, and has been responsible for the management of the
    Fund's portfolio since its inception. Ms. Gray joined Michigan National Bank
    in 1986. She earned her BS from Mercy College and her JD from the University
    of Detroit Mercy School of Law.

       
    On  February 4, 1995,  the Board of  Directors of MNC  approved a definitive
    agreement for the  acquisition of  that company by  National Australia  Bank
    Limited   ("NAB"),   which   is   a   transnational   banking  organization,
    headquartered in Melbourne, Australia. On June 2, 1995, shareholders of  MNC
    approved the merger. As a result, upon completion of the merger, MNC and its
    subsidiaries,  including  the  Adviser,  would  become  direct  or  indirect
    subsidiaries of NAB. It is anticipated that the merger will be completed  in
    the  third or fourth quarter of 1995. It is also anticipated that operations
    will continue to be  conducted under the  Michigan National Corporation  and
    Michigan National Bank names.
        

    Under  provisions of the  Investment Company Act of  1940, completion of the
    merger would result in an assignment, and termination, of the Fund's current
    investment advisory  contract  with the  Adviser.  In view  of  the  pending
    merger,  the Fund's Board of Trustees has approved a new investment advisory
    contract ("New Advisory Contract") between  the Trust and Michigan  National
    Bank,  as  a  subsidiary  of  National  Australia  Bank  Limited  (the  "New
    Adviser"). The  terms of  the New  Advisory Contract  are identical  in  all
    material  respects to the present advisory contract, i.e., Michigan National
    Bank will continue to provide investment advisory services to the Fund,  and
    there  will  be  no change  in  either  the Fund's  investment  objective or
    investment policies, or the fees payable by the Fund for advisory  services.
    The  New Advisory Contract  would become effective  upon consummation of the
    merger,  which  is  subject  to  the  satisfaction  of  certain   conditions
    including, among others, the receipt of all necessary regulatory approvals.

DISTRIBUTION OF FUND SHARES

Federated  Securities Corp. is the principal distributor for shares of the Fund.
It is a  Pennsylvania corporation  organized on November  14, 1969,  and is  the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE  SERVICES.   Federated Administrative  Services, a  subsidiary of
Federated Investors, provides the Fund with certain administrative personnel and
services necessary to operate the Fund,

                                       8
such as certain legal and accounting services. Federated Administrative Services
provides these at an annual rate as specified below:

              MAXIMUM                        AVERAGE AGGREGATE
           ADMINISTRATIVE                     DAILY NET ASSETS
                FEE                             OF THE TRUST
        --------------------        ------------------------------------
             .150 of 1%             on the first $250 million
             .125 of 1%             on the next $250 million
             .100 of 1%             on the next $250 million
             .075 of 1%             on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least $50,000
for each portfolio  in Independence One  Mutual Funds. Federated  Administrative
Services may choose voluntarily to waive a portion of its fee.

CUSTODIAN.  Michigan National Bank, Farmington Hills, Michigan, is custodian for
the securities and cash of the Fund.

   
TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Boston, Massachusetts, is transfer agent for the shares of the Fund and dividend
disbursing agent for the Fund.
    

INDEPENDENT AUDITORS.   The  independent auditors  for the  Fund are  KPMG  Peat
Marwick LLP, Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The  Fund pays all  of its own expenses  and its allocable  share of the Trust's
expenses. These  expenses  include,  but  are  not  limited  to,  the  cost  of:
organizing  the Trust and  continuing its existence;  Trustees' fees; investment
advisory and  administrative  services;  printing prospectuses  and  other  Fund
documents  for shareholders; registering  the Trust, the Fund  and shares of the
Fund; taxes  and commissions;  issuing, purchasing,  repurchasing and  redeeming
shares;  fees  for  custodians,  transfer  agents,  dividend  disbursing agents,
shareholder servicing  agents,  and  registrars;  printing,  mailing,  auditing,
accounting, and legal expenses; reports to shareholders and government agencies;
meetings   of  Trustees  and  shareholders  and  proxy  solicitations  therefor;
insurance premiums;  association  membership  dues; and  such  nonrecurring  and
extraordinary  items as  may arise. However,  the Adviser  may voluntarily waive
and/or reimburse some expenses.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per share fluctuates. It is determined by adding  the
market  value of all  securities and other  assets of the  Fund, subtracting the
liabilities of  the Fund,  and dividing  the remainder  by the  total number  of
shares outstanding.

                                       9
INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares of the Fund may be purchased through Michigan National Bank, Independence
One Brokerage Services, Inc. ("Independence One"), or through brokers or dealers
which have a sales agreement with the distributor. Texas residents must purchase
shares  through  Federated  Securities Corp.  at  1-800-618-8573.  Investors may
purchase shares of the Fund  on days on which both  the New York Stock  Exchange
and  the Federal Reserve Wire  System are open for  business. In connection with
the sale of Fund  shares, the distributor  may from time  to time offer  certain
items  of nominal value  to any shareholder  or investor. The  Fund reserves the
right to reject any purchase request.

TO PLACE AN  ORDER.   Investors may  call toll-free  1-800-344-2292 to  purchase
shares  of  the Fund  through  Michigan National  Bank  or Independence  One. In
addition, investors may purchase shares of the Fund by calling their  authorized
broker  directly.  Payments may  be made  either  by check  or wire  transfer of
federal funds.

Payment by wire  must be received  before 4:00  p.m. (Eastern time).  It is  the
responsibility  of Michigan National Bank, Independence One or broker/dealers to
transmit orders to the Fund by 5:00  p.m. (Eastern time) in order for shares  to
be  purchased at that day's  price. For settlement of  an order, payment must be
received within three business  days of receipt  of the order  by check or  wire
transfer.  To purchase by check,  the check must be  included with the order and
made payable to "Independence One Michigan Municipal Bond Fund." Checks must  be
converted into federal funds to be considered received.

   
Federal  funds  should  be  wired as  follows:  Federated  Services  Company c/o
Michigan National Bank, Farmington  Hills, Michigan; Account Number  6856238933;
For  Credit to: Independence One Michigan Municipal Bond Fund; Fund Number (this
number can be found on the account  statement or by contacting the Fund);  Group
Number or Order Number; Nominee or Institution Name; and ABA Number 072000805.
    

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment in the  Fund is  $1,000. Subsequent investments
must be in amounts of at least $100.

WHAT SHARES COST

Shares of the Fund are  sold at their net asset  value next determined after  an
order is received. There is no sales charge imposed by the Fund.

The  net asset value is  determined at the close of  the New York Stock Exchange
(normally 4:00 p.m. Eastern time) Monday through Friday, except on: (i) days  on
which  there are  not sufficient  changes in the  value of  the Fund's portfolio
securities that its  net asset  value might  be materially  affected; (ii)  days
during  which no shares  are tendered for  redemption and no  orders to purchase
shares are  received; and  (iii)  on the  following  holidays: New  Year's  Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day, and Christmas Day.

                                       10

CERTIFICATES AND CONFIRMATIONS

As transfer agent  for the Fund,  Federated Services Company  maintains a  share
account for each shareholder of record. Share certificates are not issued unless
shareholders   so  request  by  contacting   their  Michigan  National  Bank  or
Independence One representative or authorized broker in writing.

Detailed confirmations  of  each  purchase  and  redemption  are  sent  to  each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND CAPITAL GAINS

Dividends  are declared  daily and paid  monthly. Capital gains  realized by the
Fund, if any, will be distributed at  least once every 12 months. Dividends  and
capital gains are automatically reinvested on payment dates in additional shares
without  a sales  charge unless cash  payments are requested  by shareholders in
writing to the  Fund through their  Michigan National Bank  or Independence  One
representative  or authorized broker. Shares purchased with reinvested dividends
are credited to shareholder accounts on the following day.

EXCHANGING SECURITIES FOR FUND SHARES
- --------------------------------------------------------------------------------

The Fund may accept securities in exchange for Fund shares. The Fund will  allow
such  exchanges only upon the prior approval  of the Fund and a determination by
the Fund and the Adviser that the securities to be exchanged are acceptable.

Any securities exchanged must meet the investment objective and policies of  the
Fund,  must have a readily  ascertainable market value, and  must be liquid. The
market value of  any securities  exchanged in  an initial  investment, plus  any
cash,  must be at  least equal to the  minimum investment in  the Fund. The Fund
acquires the exchanged securities for investment and not for resale.

Securities accepted by the Fund  will be valued in the  same manner as the  Fund
values  its assets. The basis of the exchange will depend on the net asset value
of Fund shares on the day the securities are valued. One share of the Fund  will
be issued for the equivalent amount of securities accepted.

Any  interest earned on the securities prior  to the exchange will be considered
in valuing the securities. All interest, dividends, subscription or other rights
attached to  the securities  become the  property of  the Fund,  along with  the
securities.

If an exchange is permitted, it will be treated as a sale for federal income tax
purposes.  Depending upon  the cost basis  of the securities  exchanged for Fund
shares, a gain or loss may be realized by the investor.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

All shareholders of the  Fund are shareholders of  the Trust, which consists  of
the Fund, Independence One Equity Plus Fund, Independence One Fixed Income Fund,
Independence  One U.S. Government Securities Fund and the following money market
funds: Independence One  Michigan Municipal  Cash Fund;  Independence One  Prime
Money    Market    Fund;   and    Independence    One   U.S.    Treasury   Money

                                       11

Market Fund. Shareholders of the Fund have access to these funds ("participating
funds") through an exchange program.

With  the  exception  of   Independence  One  Prime   Money  Market  Fund,   the
participating  funds currently  offer only  one class  of shares.  If such funds
should add a second class of shares,  exchanges may be limited to shares of  the
same  class of each fund.  Shareholders of the Fund have  access to both Class A
and Class  B Shares  of Independence  One Prime  Money Market  Fund through  the
exchange program.

Shares  of the Fund  may be exchanged  for shares of  participating funds at net
asset value.

Shareholders who exercise this exchange privilege must exchange shares having  a
net  asset value at least  equal to the minimum  investment of the participating
fund into which they are exchanging. Prior to any exchange, the shareholder must
receive a copy of  the current prospectus of  the participating fund into  which
the exchange is being made.

The  exchange privilege  is available to  shareholders residing in  any state in
which the participating  fund shares being  acquired may legally  be sold.  Upon
receipt  by  the  transfer  agent  of  proper  instructions  and  all  necessary
supporting documents,  shares submitted  for exchange  will be  redeemed at  the
next-determined  net asset value. If the exchanging shareholder does not have an
account in the participating fund whose shares are being acquired, a new account
will be  established with  the  same registration,  dividend, and  capital  gain
options  as  the  account  from which  shares  are  exchanged,  unless otherwise
specified by the shareholder. In the case where the new account registration  is
not  identical  to  that  of  the existing  account,  a  signature  guarantee is
required. (See "Redeeming Fund Shares--By Mail.") Exercise of this privilege  is
treated  as a redemption and  new purchase for federal  income tax purposes and,
depending on the circumstances, a short or long-term capital gain or loss may be
realized. The  Fund reserves  the  right to  modify  or terminate  the  exchange
privilege  at any time. Shareholders would be notified prior to any modification
or termination.  Shareholders may  obtain further  information on  the  exchange
privilege   by  calling  their  Michigan   National  Bank  or  Independence  One
representative or authorized broker.

EXCHANGE BY  TELEPHONE.   Shareholders may  provide instructions  for  exchanges
between  participating funds  by telephone  to their  Michigan National  Bank or
Independence  One  representative  by   calling  1-800-334-2292.  In   addition,
investors  may  exchange shares  by calling  their authorized  brokers directly.
Shares may be exchanged by telephone only between fund accounts having identical
shareholder registrations.

An authorization form permitting the Fund to accept telephone exchange  requests
must first be completed. It is recommended that investors request this privilege
at  the  time of  their initial  application. If  not completed  at the  time of
initial application, authorization forms and information on this service can  be
obtained  through a Michigan National Bank or Independence One representative or
authorized broker. Telephone exchange instructions may be recorded.

Telephone exchange  instructions must  be received  by Michigan  National  Bank,
Independence  One or an authorized broker  and transmitted to the transfer agent
before 4:00  p.m.  (Eastern time)  for  shares to  be  exchanged the  same  day.
Shareholders  who exchange into a fund will not receive a dividend from the Fund
on the date of the exchange.

                                       12

Shareholders may have difficulty in making exchanges by telephone through banks,
brokers, and other financial  institutions during times  of drastic economic  or
market  changes. If shareholders cannot contact  their Michigan National Bank or
Independence One  representative  or  authorized  broker  by  telephone,  it  is
recommended  that an exchange  request be made  in writing and  sent by mail for
next day delivery. Send mail requests  to: Independence One Mutual Funds,  27777
Inkster Road, Mail Code 10-52, Farmington Hills, Michigan 48333-9065.

Any shares held in certificate form cannot be exchanged by telephone but must be
forwarded  to  Federated Services  Company, the  transfer  agent, by  a Michigan
National Bank  or  Independence  One representative  or  authorized  broker  and
deposited to the shareholder's account before being exchanged.

If  reasonable procedures  are not followed  by the  Fund, it may  be liable for
losses due to unauthorized or fraudulent telephone instructions.

WRITTEN EXCHANGE.  A shareholder wishing to make an exchange by written  request
may  do so by sending it to:  Independence One Mutual Funds, 27777 Inkster Road,
Mail Code 10-52, Farmington Hills, Michigan 48333-9065. In addition, an investor
may exchange shares  by sending  a written  request to  their authorized  broker
directly.

REDEEMING FUND SHARES
- --------------------------------------------------------------------------------

Shares  are redeemed  at their net  asset value next  determined after Federated
Services Company receives the  redemption request. Redemptions  will be made  on
days  on which the Fund computes its net asset value. Redemption requests cannot
be executed on days on which the New York Stock Exchange is closed or on federal
holidays  restricting  wire  transfers.   Telephone  or  written  requests   for
redemption must be received in proper form and can be made to the Fund through a
Michigan  National Bank or Independence One representative or authorized broker.
Although the  transfer  agent does  not  charge for  telephone  redemptions,  it
reserves  the right to charge a fee for the cost of wire-transferred redemptions
of less than $5,000.

BY TELEPHONE.  Shares may be redeemed by telephoning a Michigan National Bank or
an Independence One representative at 1-800-334-2292. In addition,  shareholders
may  redeem  shares by  calling  their authorized  brokers  directly. Redemption
requests must be received and transmitted to the transfer agent before 4:00 p.m.
(Eastern time) in order for shares to be redeemed at that day's net asset value.
The Michigan  National Bank  or Independence  One representative  or  authorized
broker  is responsible for promptly submitting redemption requests and providing
proper  written  redemption  instructions  to  the  transfer  agent.  Registered
broker/dealers may charge customary fees and commissions for this service. If at
any  time, the  Fund shall  determine it necessary  to terminate  or modify this
method of redemption, shareholders would be promptly notified.

For calls received  before 4:00 p.m.  (Eastern time) proceeds  will normally  be
wired  the next day to  the shareholder's account at  a domestic commercial bank
that is a member of the  Federal Reserve System or a  check will be sent to  the
address  of record. In no event will proceeds be wired or a check sent more than
seven days after a proper request for redemption has been received.

                                       13

An authorization  form  permitting  the  Fund  to  accept  telephone  redemption
requests  must first be completed. It is recommended that investors request this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service  can
be  obtained through a Michigan National Bank or Independence One representative
or authorized broker. Telephone redemption instructions may be recorded.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in  redeeming by  telephone. If  such a  case should  occur,  another
method of redemption, such as "By Mail," should be considered.

If  reasonable procedures  are not followed  by the  Fund, it may  be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Shareholders  may redeem shares  by sending a  written request to  the
Fund  through their Michigan National Bank or Independence One representative or
authorized broker. The  written request should  include the shareholder's  name,
the  Fund name,  the class  designation, the  account number,  and the  share or
dollar amount requested. Shareholders  redeeming through Michigan National  Bank
or  Independence One  should mail written  requests to:  Independence One Mutual
Funds,  27777  Inkster  Road,  Mail  Code  10-52,  Farmington  Hills,   Michigan
48333-9065. Investors redeeming through an authorized broker should mail written
requests directly to their broker.

If  share  certificates have  been issued,  they must  be properly  endorsed and
should be sent by registered or certified mail with the written request.

Shareholders requesting a  redemption of $50,000  or more, a  redemption of  any
amount  to be sent to an  address other than that on  record with the Fund, or a
redemption payable other than to the shareholder of record must have  signatures
on written redemption requests guaranteed by:

    - a  trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund, which  is administered  by the  Federal Deposit  Insurance
      Corporation ("FDIC");

    - a  member of  the New  York, American,  Boston, Midwest,  or Pacific Stock
      Exchange;

    - a savings bank or savings and loan association whose deposits are  insured
      by  the Savings Association  Insurance Fund, which  is administered by the
      FDIC; or

    - any other "eligible guarantor institution",  as defined in the  Securities
      Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The  Fund and its transfer agent  have adopted standards for accepting signature
guarantees from the  above institutions.  The Fund may  elect in  the future  to
limit  eligible  signature  guarantors to  institutions  that are  members  of a
signature guarantee program. The Fund and  its transfer agent reserve the  right
to amend these standards at any time without notice.

Normally,  a check for the proceeds is mailed within one business day, but in no
event more than seven days after receipt of a proper written redemption request.

                                       14

ACCOUNTS WITH LOW BALANCES

Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  shares in  any account and  pay the  proceeds to the  shareholder if the
account balance  falls  below  the  required minimum  value  of  $1,000  due  to
shareholder  redemptions.  This  requirement  does not  apply,  however,  if the
balance falls below  $1,000 because of  changes in the  Fund's net asset  value.
Before  shares are redeemed to close an  account, the shareholder is notified in
writing and allowed 30  days to purchase additional  shares to meet the  minimum
requirement.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each  share of the Fund gives the  shareholder one vote in Trustee elections and
other matters submitted to shareholders for  vote. All shares of all classes  of
each  portfolio in the  Trust have equal  voting rights, except  that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is  not
required  to  hold annual  shareholder  meetings. Shareholder  approval  will be
sought only for certain changes in the  Trust's or the Fund's operation and  for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A  special meeting  of shareholders  shall be  called by  the Trustees  upon the
written request of shareholders owning at  least 10% of the Trust's  outstanding
shares.

MASSACHUSETTS PARTNERSHIP LAW

Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under  Massachusetts law  for  acts or  obligations  of the  Trust.  To
protect  shareholders, the  Trust has  filed legal  documents with Massachusetts
that  expressly  disclaim  the  liability  of  shareholders  for  such  acts  or
obligations  of the Trust. These documents  require notice of this disclaimer to
be given in  each agreement,  obligation, or instrument  that the  Trust or  its
Trustees enter into or sign.

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  the
property  of the Fund to protect or  compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder  for
any  act or  obligation of the  Trust. Therefore, financial  loss resulting from
liability as  a  shareholder  will occur  only  if  the Trust  cannot  meet  its
obligations  to indemnify shareholders  and pay judgments  against them from its
assets.

EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Federal Bank Holding Company Act  of
1956  or any  bank or  non-bank affiliate  thereof from  sponsoring, organizing,
controlling or  distributing the  shares of  a registered,  open-end  investment
company  continuously engaged in the issuance  of its shares, and prohibit banks
generally  from  issuing,  underwriting,  selling  or  distributing  securities.
However, such banking laws

                                       15

and  regulations  do not  prohibit  such a  holding  company affiliate  or banks
generally from acting as an investment  adviser, transfer agent or custodian  to
such  an investment company or from purchasing shares of such a company as agent
for and upon the order of their  customer. Michigan National Bank is subject  to
such banking laws and regulations.

Michigan  National  Bank believes,  based  on the  advice  of its  counsel, that
Michigan National Bank may perform the services for the Fund contemplated by its
advisory agreement with the Trust without violation of the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or state
statutes and regulations  relating to  the permissible activities  of banks  and
their  subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of such  or future statutes and regulations,  could
prevent  Michigan National Bank from continuing to  perform all or a part of the
above services for  its customers and/or  the Fund. If  it were prohibited  from
engaging  in  these  customer-related activities,  the  Trustees  would consider
alternative advisers and means of  continuing available investment services.  In
such  event, changes in the operation of  the Fund may occur, including possible
termination of  any automatic  or  other Fund  share investment  and  redemption
services  then being provided by Michigan National Bank. It is not expected that
existing shareholders  would  suffer  any  adverse  financial  consequences  (if
another adviser with equivalent abilities to Michigan National Bank is found) as
a result of any of these occurrences.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The  Fund will pay no federal income tax because it expects to meet requirements
of the  Internal Revenue  Code  of 1986,  as  amended, applicable  to  regulated
investment  companies and to receive the  special tax treatment afforded to such
companies. The Fund  will be treated  as a single,  separate entity for  federal
income tax purposes so that income (including capital gains) and losses realized
by the Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.

In  general, shareholders are not required to  pay federal regular income tax on
any dividends received from the Fund  that represent net interest on  tax-exempt
municipal   bonds.  However,  under  the  Tax  Reform  Act  of  1986,  dividends
representing net  interest income  earned on  certain "private  activity"  bonds
issued  after  August  7,  1986  may  be  included  in  calculating  the federal
individual alternative minimum tax  or the federal  alternative minimum tax  for
corporations.  The Fund  may purchase  all types  of municipal  bonds, including
private activity bonds.

The alternative minimum  tax applies  when it exceeds  the regular  tax for  the
taxable year. Alternative minimum taxable income is equal to the regular taxable
income  of the taxpayer increased by certain "tax preference" items not included
in regular  taxable income  and reduced  by  only a  portion of  the  deductions
allowed  in the calculation of  the regular tax. Thus,  should the Fund purchase
any private activity bonds, a portion of the Fund's dividends may be treated  as
a tax preference item.

Dividends  of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.

These tax  consequences apply  whether  dividends are  received  in cash  or  as
additional shares.

                                       16

MICHIGAN TAXES

Under  existing Michigan laws, distribution made by the Fund will not be subject
to Michigan personal income taxes to the extent that such distributions  qualify
as  "exempt-interest  dividends" under  the Internal  Revenue  Code of  1986, as
amended, and represent (i) interest from  obligations of Michigan or any of  its
political  subdivisions or  (ii) income  from obligations  of the  United States
government which are exempted from state income taxation by a law of the  United
States.

That  portion of a  shareholder's shares in  the Fund representing  (i) bonds or
other similar obligations  of Michigan  or its political  subdivisions or,  (ii)
obligations  of the United States which are exempt from taxation by a law of the
United States, and dividends paid by the Fund representing interest payments  on
securities, will be exempt from Michigan intangibles tax.

Distributions by the Fund are not subject to the Michigan Single Business Tax to
the  extent that such distributions are  derived from interest on obligations of
Michigan or  its political  subdivisions, or  obligations of  the United  States
government that are exempt from state taxation by a law of the United States.

Certain  municipalities in Michigan also impose an income tax on individuals and
corporations. However,  to the  extent that  the dividends  from the  Funds  are
exempt  from federal  regular income taxes,  such dividends also  will be exempt
from Michigan municipal income taxes.

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily  free from state income taxes in  states
other  than Michigan or from personal property  taxes. State laws differ on this
issue, and shareholders are  urged to consult their  own tax advisers  regarding
the status of their accounts under state and local tax laws.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From   time  to  time   the  Fund  advertises  its   total  return,  yield,  and
tax-equivalent yield.

Total return represents the change, over a specific period of time, in the value
of an  investment in  the Fund  after reinvesting  all income  and capital  gain
distributions.  It  is  calculated  by  dividing  that  change  by  the  initial
investment and is expressed as a percentage.

The yield of the Fund  is calculated by dividing  the net investment income  per
share  (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the offering price per share of the Fund on the last
day of the period. This number is then annualized using semi-annual compounding.
The tax-equivalent yield of the Fund  is calculated similarly to the yield,  but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal  its  actual  yield, assuming  a  specific  tax rate.  The  yield  and the
tax-equivalent yield do not  necessarily reflect income  actually earned by  the
Fund  and, therefore, may not correlate  to the dividends or other distributions
paid to shareholders.

From time to time, advertisements for  the Fund may refer to ratings,  rankings,
and  other  information in  certain  financial publications  and/or  compare the
Fund's performance to certain indices.

                                       17

   INDEPENDENCE ONE
   MUTUAL FUNDS

    INDEPENDENCE ONE
    MICHIGAN MUNICIPAL BOND FUND
    Federated Investors Tower
    Pittsburgh, Pennsylvania 15222-3779

    INVESTMENT ADVISER
    Michigan National Bank
    27777 Inkster Road
    Mail Code 10-52
    Farmington Hills, Michigan 48333-9065

    DISTRIBUTOR
    Federated Securities Corp.
    Federated Investors Tower
    Pittsburgh, Pennsylvania 15222-3779

    CUSTODIAN
    Michigan National Bank
    27777 Inkster Road
    Mail Code 10-52
    Farmington Hills, Michigan 48333-9065

       
    TRANSFER AGENT AND
    DIVIDEND DISBURSING AGENT
    Federated Services Company
    P.O. Box 8600
    Boston, Massachusetts 02266-8600
        

    INDEPENDENT AUDITORS
    KPMG Peat Marwick LLP
    One Mellon Bank Center
    Pittsburgh, Pennsylvania 15219

    [RECYCLED PAPER LOGO]
       
    Cusip 453777856
        
    G00979-03 (5/95)

          INDEPENDENCE ONE-REGISTERED TRADEMARK-
          MICHIGAN MUNICIPAL
          BOND FUND
          Distributed by Federated Securities Corp.

        A Non-Diversified Portfolio of
        An Open-End, Management
        Investment Company

     Prospectus dated
        
     August 23, 1995
         


     MICHIGAN
     NATIONAL
     BANK
     Investment Adviser




                 INDEPENDENCE ONE
MICHIGAN MUNICIPAL BOND FUND
                 (A PORTFOLIO OF
INDEPENDENCE ONE MUTUAL FUNDS)

                      STATEMENT OF
ADDITIONAL INFORMATION

      
   This Statement of Additional
Information should be read with the
   prospectus of Michigan Municipal Bond
Fund (the "Fund") dated August
   23, 1995. This Statement is not a
prospectus itself. To receive a
   copy of the prospectus write the Fund
or call 1-800-334-2292.
       

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                         
                      Statement dated
August 23, 1995
                          

      [LOGO]
   Distributor
   A subsidiary of FEDERATED INVESTORS

TABLE OF CONTENTS
- ----------------------------------------
- ----------------------------------------

GENERAL INFORMATION ABOUT THE FUND
1
- ----------------------------------------
- ------------------
INVESTMENT OBJECTIVE AND POLICIES
1
- ----------------------------------------
- ------------------
  Acceptable Investments
1
  When-Issued and Delayed Delivery
    Transactions
2
  Temporary Investments
2
  Portfolio Turnover
3
INVESTMENT LIMITATIONS
3
- ----------------------------------------
- ------------------
  Michigan Investment Risks
4
INDEPENDENCE ONE MUTUAL FUNDS MANAGEMENT
5
- ----------------------------------------
- ------------------
  Officers and Trustees
5
  Fund Ownership
7
  Trustees' Compensation
7
  Trustee Liability
7
INVESTMENT ADVISORY SERVICES
8
- ----------------------------------------
- ------------------
  Adviser to the Fund
8
  Advisory Fees
8
ADMINISTRATIVE SERVICES
8
- ----------------------------------------
- ------------------
CUSTODIAN
8
- ----------------------------------------
- ------------------
BROKERAGE TRANSACTIONS
8
- ----------------------------------------
- ------------------
PURCHASING SHARES
9
- ----------------------------------------
- ------------------
  Conversion to Federal Funds
9

DETERMINING NET ASSET VALUE
9
- ----------------------------------------
- ------------------
DETERMINING MARKET VALUE OF SECURITIES
9
- ----------------------------------------
- ------------------
  Valuing Municipal Bonds
9
  Use of Amortized Cost
9

REDEEMING SHARES
9
- ----------------------------------------
- ------------------
  Redemption in Kind
9

TAX STATUS
10
- ----------------------------------------
- ------------------
  The Fund's Tax Status
10
  Shareholder's Tax Status
10

TOTAL RETURN
10
- ----------------------------------------
- ------------------
YIELD
11
- ----------------------------------------
- ------------------
TAX-EQUIVALENT YIELD
11
- ----------------------------------------
- ------------------
  Tax-Equivalency Table
11

PERFORMANCE COMPARISONS
12
- ----------------------------------------
- ------------------
APPENDIX
13
- ----------------------------------------
- ------------------

                                       I

GENERAL INFORMATION ABOUT THE FUND
- ----------------------------------------
- ----------------------------------------
The Fund is a portfolio in Independence
One Mutual Funds (the "Trust"), which
was established as a Massachusetts
business trust under a Declaration of
Trust
dated January 9, 1989.

INVESTMENT OBJECTIVE AND POLICIES
- ----------------------------------------
- ----------------------------------------
The Fund's investment objective is to
provide current income which is exempt
from federal regular income tax and the
personal income taxes imposed by the
State of Michigan and Michigan
municipalities. The investment objective
cannot
be changed without approval of
shareholders. In addition, the Fund
intends to
qualify as an investment exempt from the
Michigan Intangibles Personal Property
tax.

ACCEPTABLE INVESTMENTS

   
The Fund invests primarily in a
portfolio of municipal securities, which
are
exempt from federal regular income tax
and the personal income taxes imposed by
the State of Michigan and Michigan
municipalities ("Michigan Municipal
Securities"). These securities include
those issued by or on behalf of the
State
of Michigan and Michigan municipalities,
as well as those issued by other
states, territories, and possessions of
the United States which are exempt from
federal regular income tax and the
personal income taxes imposed by the
State of
Michigan and Michigan municipalities.
    

    CHARACTERISTICS

      The Michigan Municipal Securities
in which the Fund invests have the
      characteristics set forth in the
prospectus.

    TYPES OF ACCEPTABLE INVESTMENTS

      Examples of Michigan Municipal
Securities are:

         - municipal notes and municipal
commercial paper;

         - serial bonds sold with
differing maturity dates;

         - tax anticipation notes sold
to finance working capital needs of
           municipalities;

         - bond anticipation notes sold
prior to the issuance of longer-term
           bonds;

         - pre-refunded municipal bonds;
and

         - general obligation bonds
secured by a municipality pledge of
           taxation.

    PARTICIPATION INTERESTS

      The financial institutions from
which the Fund purchases participation
      interests frequently provide or
secure from another financial
institution
      irrevocable letters of credit or
guarantees and give the Fund the right
to
      demand payment of the principal
amounts of the participation interests
      plus accrued interest on short
notice (usually within seven days).

    VARIABLE RATE MUNICIPAL SECURITIES

      Variable interest rates generally
reduce changes in the market value of
      municipal securities from their
original purchase prices. Accordingly,
as
      interest rates decrease or
increase, the potential for capital
      appreciation or depreciation is
less for variable rate municipal
      securities than for fixed income
obligations.

      The terms of these variable rate
demand instruments require payment of
      principal and accrued interest
from the issuer of the municipal
      obligations, the issuer of the
participation interests, or a guarantor
of
      either issuer.

    MUNICIPAL LEASES

      The Fund may purchase municipal
securities in the form of participation
      interests which represent
undivided proportional interests in
lease
      payments by a governmental or non-
profit entity. The lease payments and
      other rights under the lease
provide for and secure the payments on
the
      certificates. Lease obligations
may be limited by municipal charter or
the
      nature of the appropriation for
the lease. In particular, lease
      obligations may be subject to
periodic appropriation. If the entity
does
      not appropriate funds for future
lease payments, the entity cannot be
      compelled to make such payments.
Furthermore, a lease may provide that
the
      certificate trustee cannot
accelerate lease obligations upon
default. The
      trustee


1

- ----------------------------------------
- ----------------------------------------
      would only be able to enforce
lease payments as they became due. In
the
      event of default or failure of
appropriation, it is unlikely that the
      trustee would be able to obtain an
acceptable substitute source of
      payment.

      In determining the liquidity of
municipal lease securities, the
investment
      adviser, under the authority
delegated by the Trustees, will base its
      determination on the following
factors:

         - whether the lease can be
terminated by the lessee;

         - the potential recovery, if
any, from a sale of the leased property
           upon termination of the
lease;

         - the lessee's general credit
strength (e.g., its debt,
administrative,
           economic and financial
characteristics and prospects);

         - the likelihood that the
lessee will discontinue appropriating
funding
           for the leased property
because the property is no longer deemed
           essential to its operations
(e.g., the potential for an "event of
           non-appropriation"); and

         - any credit enhancement or
legal recourse provided upon an event of
           non-appropriation or other
termination of the lease.

WHEN-ISSUED AND DELAYED DELIVERY
TRANSACTIONS

These transactions are made to secure
what is considered to be an advantageous
price or yield for the Fund. Settlement
dates may be a month or more after
entering into these transactions, and
the market values of the securities
purchased may vary from the purchase
prices. No fees or other expenses, other
than normal transaction costs, are
incurred. However, liquid assets of the
Fund
sufficient to make payment for the
securities to be purchased are
segregated on
the Fund's records at the trade date.
These assets are marked to market daily
and are maintained until the transaction
has been settled. The Fund does not
intend to engage in when-issued and
delayed delivery transactions to an
extent
that would cause the segregation of more
than 20% of the total value of its
assets.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary
investments during times of unusual
market
conditions or for defensive purposes.

    REPURCHASE AGREEMENTS

      Repurchase agreements are
arrangements in which banks,
broker/dealers, and
      other recognized financial
institutions sell U.S. government
securities or
      certificates of deposit to the
Fund and agree at the time of sale to
      repurchase them at a mutually
agreed upon time and price within one
year
      from the date of acquisition. The
Fund or its custodian will take
      possession of the securities
subject to repurchase agreements. To the
      extent that the original seller
does not repurchase the securities from
      the Fund, the Fund could receive
less than the repurchase price on any
      sale of such securities. In the
event that such a defaulting seller
filed
      for bankruptcy or became
insolvent, disposition of such
securities by the
      Fund might be delayed pending
court action. The Fund believes that
under
      the regular procedures normally in
effect for custody of the Fund's
      portfolio securities subject to
repurchase agreements, a court of
      competent jurisdiction would rule
in favor of the Fund and allow retention
      or disposition of such securities.
The Fund may only enter into repurchase
      agreements with banks and other
recognized financial institutions, such
as
      broker/dealers, which are found by
the Fund's investment adviser to be
      creditworthy pursuant to
guidelines established by the Trustees.

      From time to time, such as when
suitable Michigan municipal bonds are
not
      available, the Fund may invest a
portion of its assets in cash. Any
      portion of the Fund's assets
maintained in cash will reduce the
amount of
      assets in Michigan municipal bonds
and thereby reduce the Fund's yield.

    REVERSE REPURCHASE AGREEMENTS

      The Fund may also enter into
reverse repurchase agreements. This
      transaction is similar to
borrowing cash. In a reverse repurchase
      agreement the Fund transfers
possession of a portfolio instrument to
      another person, such as a
financial institution, broker, or
dealer, in
      return for a percentage of the
instrument's market value in cash, and
      agrees that on a stipulated date
in the future the Fund will repurchase
      the portfolio instrument by
remitting the original consideration
plus
      interest at an agreed upon rate.
The use

2

- ----------------------------------------
- ----------------------------------------
      of reverse repurchase agreements
may enable the Fund to avoid selling
      portfolio instruments at a time
when a sale may be deemed to be
      disadvantageous, but the ability
to enter into reverse repurchase
      agreements does not ensure that
the Fund will be able to avoid selling
      portfolio instruments at a
disadvantageous time.

      When effecting reverse repurchase
agreements, liquid assets of the Fund,
      in a dollar amount sufficient to
make payment for the obligations to be
      purchased, are segregated at the
trade date. These securities are marked
      to market daily and maintained
until the transaction is settled.

PORTFOLIO TURNOVER

The Fund may trade or dispose of
portfolio securities as considered
necessary to
meet its investment objective. It is not
anticipated that the portfolio trading
engaged in by the Fund will result in
its annual rate of portfolio turnover
exceeding 100%.

INVESTMENT LIMITATIONS
- ----------------------------------------
- ----------------------------------------
    SELLING SHORT AND BUYING ON MARGIN

      The Fund will not sell any
securities short or purchase any
securities on
      margin but may obtain such short-
term credits as may be necessary for
      clearance of transactions.

    ISSUING SENIOR SECURITIES AND
BORROWING MONEY

      The Fund will not issue senior
securities except that the Fund may
borrow
      money and engage in reverse
repurchase agreements in amounts up to
      one-third of the value of its
total assets, including the amounts
      borrowed.

      The Fund will not borrow money or
engage in reverse repurchase agreements
      for investment leverage, but
rather as a temporary, extraordinary, or
      emergency measure or to facilitate
management of the portfolio by enabling
      the Fund to meet redemption
requests when the liquidation of
portfolio
      securities is deemed to be
inconvenient or disadvantageous. The
Fund will
      not purchase any securities while
borrowings in excess of 5% of its total
      assets are outstanding.

    PLEDGING ASSETS

      The Fund will not mortgage,
pledge, or hypothecate any assets except
to
      secure permitted borrowings.

    UNDERWRITING

      The Fund will not underwrite any
issue of securities except as it may be
      deemed to be an underwriter under
the Securities Act of 1933 in connection
      with the sale of securities in
accordance with its investment
objective,
      policies, and limitations.

    INVESTING IN REAL ESTATE

      The Fund will not purchase or sell
real estate, including limited
      partnership interests, although it
may invest in municipal bonds secured
      by real estate or interests in
real estate.

    INVESTING IN COMMODITIES, COMMODITY
CONTRACTS, OR COMMODITY FUTURES
CONTRACTS

      The Fund will not buy or sell
commodities, commodity contracts, or
      commodities futures contracts.

    LENDING CASH OR SECURITIES

      The Fund will not lend any of its
assets except that it may acquire
      publicly or non-publicly issued
municipal bonds or temporary investments
      or enter into repurchase
agreements in accordance with its
investment
      objective, policies, and
limitations.

    CONCENTRATION OF INVESTMENTS

      The Fund will not purchase
securities if, as a result of such
purchase,
      25% or more of the value of its
total assets would be invested in any
one
      industry or in industrial
development bonds or other securities,
the
      interest upon which is paid from
revenues of similar types of projects.
      However, the Fund may invest as
temporary investments 25% or more of the
      value of its assets in cash or
cash items, securities issued or


3

- ----------------------------------------
- ----------------------------------------
      guaranteed by the U.S. government,
its agencies, or instrumentalities, or
      instruments secured by these money
market instruments, i.e., repurchase
      agreements.

The above investment limitations cannot
be changed without shareholder approval.
The following limitations, however, may
be changed by the Trustees without
shareholder approval. Shareholders will
be notified before any material change
in these limitations becomes effective.

    INVESTING IN SECURITIES OF OTHER
INVESTMENT COMPANIES

      The Fund can acquire up to 3 per
centum of the total outstanding stock of
      other investment companies. The
Fund will not be subject to any other
      limitations with regard to the
acquisition of securities of other
      investment companies so long as
the public offering price of the Fund's
      shares does not include a sales
load exceeding 1 1/2 percent. The Fund
      will purchase securities of
investment companies only in open-market
      transactions involving only
customary broker's commissions. However,
these
      limitations are not applicable if
the securities are acquired in a merger,
      consolidation, reorganization, or
acquisition of assets.

    INVESTING IN ISSUERS WHOSE
SECURITIES ARE OWNED BY OFFICERS AND
TRUSTEES OF
THE TRUST

      The Fund will not purchase or
retain the securities of any issuer if
the
      officers and Trustees of the Fund
or its investment adviser owning
      individually more than 1/2 of 1%
of the issuer's securities together own
      more than 5% of the issuer's
securities.

    INVESTING IN RESTRICTED SECURITIES

      The Fund will not invest more than
10% of the value of its total assets in
      securities subject to restrictions
on resale under the federal securities
      laws.

    INVESTING IN ILLIQUID SECURITIES

      The Fund will not invest more than
15% of the value of its net assets in
      illiquid obligations, including
repurchase agreements providing for
      settlement in more than seven days
after notice, and certain restricted
      securities.

    INVESTING IN NEW ISSUERS

      The Fund will not invest more than
5% of the value of its total assets in
      securities of issuers where the
principal and interest are the
      responsibility of companies (or
guarantors, where applicable) with less
      than three years of continuous
operations, including the operation of
any
      predecessor.

    DEALING IN PUTS AND CALLS

      The Fund will not buy or sell
puts, calls, straddles, spreads, or any
      combination of these.

    INVESTING IN MINERALS

      The Fund will not purchase or sell
interests in oil, gas, or other mineral
      exploration or development
programs, or leases, although it may
invest in
      the securities of issuers which
invest in or sponsor such programs.

Except with respect to borrowing money,
if a percentage limitation is adhered to
at the time of investment, a later
increase or decrease in percentage
resulting
from any change in value or net assets
will not result in a violation of such
restriction.

The Fund does not expect to borrow money
or pledge securities or invest in
repurchase agreements in excess of 5% of
the value of its net assets during the
coming fiscal year.

For purposes of its policies and
limitations, the Fund considers
certificates of
deposit and demand and time deposits
issued by a U.S. branch of a domestic
bank
or savings and loan having capital,
surplus, and undivided profits in excess
of
$100,000,000 at the time of investment
to be "cash items."

MICHIGAN INVESTMENT RISKS

   
On August 19, 1993, the Governor of
Michigan signed into law Act 145, Public
Acts of Michigan, 1993 ("Act 145"), a
measure which would have significantly
impacted financing of primary and
secondary school operations and which
has
resulted in additional property tax and
school finance reform legislation. Act
145 would have exempted all property in
the State of Michigan from millage
levied for local and intermediate school
districts operating
    

4

- ----------------------------------------
- ----------------------------------------
purposes, other than millage levied for
community colleges, effectively July 1,
1994. In order to replace local property
tax revenues lost as a result of Act
145, the Michigan Legislature, in
December 1993, enacted several statutes
which
address property tax and school finance
reform. Education reform legislation not
dealing with school finance was also
enacted.

The property tax and school finance
reform measures included a ballot
proposal
("Proposal A") which was subject to
voter approval and in fact approved on
March
15, 1994, and a statutory proposal which
would have automatically taken effect
if Proposal A had not been approved.
Under Proposal A as approved, effective
May
1, 1994, the state sales and use tax was
increased from 4% to 6%, the state
income tax was decreased from 4.6% to
4.4%, the cigarette tax was increased
from $.25 to $.75 per pack and an
additional tax of 16% of the wholesale
price was imposed on certain other
tobacco products. A 0.75% real estate
transfer tax was effective January 1,
1995. Beginning in 1994, a state
property tax of 6 mills will be imposed
on all
real and personal property currently
subject to the general property tax. The
ability of school districts to levy
property taxes for school operating
purposes
will be partially restored. A school
board will, with voter approval, be able
to
levy up to the lesser of 18 mills or the
number of mills levied in 1993 for
school operating purposes, on non-
homestead 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 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 contains a system of
financing local school operating costs
which
relies upon a foundation allowance
amount which may vary by district based
upon
historical spending levels. State
funding will provide each school
district an
amount equal to the difference between
its foundation allowance and the
revenues
generated by its local property tax
levy. Under Proposal A, a local school
district will also be entitled to levy
supplemental property taxes to generate
additional revenues if its foundation
allowance is less than its historical
per
pupil expenditures. Proposal A also
contains provisions which allow for the
levy
of a limited number of enhancement mills
on regional and local district bases.

Proposal A shifts significant portions
of the cost of local school operations
from local districts to the state and
raises 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. The credit impact on local
school districts is that revenue growth
is linked closely to state economy and
local enrollment.

INDEPENDENCE ONE MUTUAL FUNDS MANAGEMENT
- ----------------------------------------
- ----------------------------------------

OFFICERS AND TRUSTEES
Officers and Trustees are listed with
their addresses, birthdates, principal
occupations, and present positions,
including any affiliation with Michigan
National Bank, Michigan National
Corporation, Federated Investors,
Federated
Securities Corp., Federated
Administrative Services, and Federated
Services
Company.

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

Robert E. Baker
4327 Stoneleigh Road
Bloomfield Hills, MI
Birthdate: May 6, 1930

Trustee

Retired; formerly, Vice Chairman,
Chrysler Financial Corporation.

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


5

- ----------------------------------------
- ----------------------------------------
Harold Berry
100 Galleria Officentre,
  Suite 219
Southfield, MI
Birthdate: September 17, 1925

Trustee

Managing Partner, Berry Enterprises;
Chairman, Independent Sprinkler
Companies,
Inc.; formerly, Chairman, Executive
Committee, Federal Enterprises, Inc;
Chairman, Berry, Ziegelman & Company.

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

Clarence G. Frame+
W-875 First Bank Building
332 Minnesota Street
St. Paul, MN
Birthdate: July 26, 1918

Trustee

Director, Tosco Corporation, Chicago
Milwaukee Corporation, and Voyageur
Funds
Group; formerly, Vice Chairman, First
Bank System, Inc. and President, The
First
National Bank of St. Paul, a subsidiary
of First Bank System, Inc.

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

Harry J. Nederlander+*
231 S. Woodward,
  Suite 219
Birmingham, MI
Birthdate: September 5, 1917

Trustee

Chairman, Nederlander Enterprises.

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

Thomas S. Wilson
Two Championship Drive
Auburn Hills, MI
Birthdate: October 9, 1949

Trustee

   
President and Executive Administrator,
Detroit Pistons; President, Arena
Associates, Inc.
    

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

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930

President and Treasurer

Executive Vice President, Treasurer and
Director, Federated Securities Corp.;
Chairman, Treasurer and Trustee,
Federated Administrative Services; Vice
President, Treasurer and Trustee,
Federated Investors.

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

6

- ----------------------------------------
- ----------------------------------------
Jeffrey W. Sterling
Federated Investors Tower
Pittsburgh, PA
Birthdate: February 5, 1947

Vice President and Assistant Treasurer

Vice President, Federated Administrative
Services.

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

Jay S. Neuman
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 22, 1950

Secretary

Corporate Counsel, Federated Investors;
Prior to January 1991, Associate
Counsel, The Boston Company Advisors,
Inc.

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

+ Member of the Trust's Executive
Committee. The Executive Committee of
the
  Board of Trustees handles the
responsibilities of the Board of
Trustees
  between meetings of the Board.

* This Trustee is deemed to be an
"interested person" of the Fund or Trust
as
  defined in the Investment Company Act
of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1%
of the outstanding shares of the Fund.

TRUSTEES' COMPENSATION

                         AGGREGATE
   NAME, POSITION      COMPENSATION
     WITH TRUST         FROM TRUST*
- --------------------  ---------------
Robert E. Baker
  Trustee                $   8,500
Harold Berry
  Trustee                $   8,500
Clarence G. Frame
  Trustee                $   8,500
Harry J. Nederlander
  Trustee                $   8,500
Thomas S. Wilson
  Trustee                $   7,650
* Information is furnished for the
fiscal year ended April 30, 1995. The
  aggregate compensation is provided for
the Trust which was comprised of four
  portfolios at April 30, 1995. The
Trust is the only investment company in
the
  Fund Complex.

TRUSTEE LIABILITY

The Trust's Declaration of Trust
provides that the Trustees will not be
liable
for errors of judgment or mistakes of
fact or law. However, they are not
protected against any liability to which
they would otherwise be subject by
reason of willful misfeasance, bad
faith, gross negligence, or reckless
disregard of the duties involved in the
conduct of their office.


7

INVESTMENT ADVISORY SERVICES
- ----------------------------------------
- ----------------------------------------

ADVISER TO THE FUND
The Fund's investment adviser is
Michigan National Bank (the "Adviser").

The Adviser shall not be liable to the
Trust, the Fund, or any shareholder of
the Fund for any losses that may be
sustained in the purchase, holding, or
sale
of any security, or for anything done or
omitted by it, except acts or omissions
involving willful misfeasance, bad
faith, gross negligence, or reckless
disregard of the duties imposed upon it
by its contract with the Trust.

Because of the internal controls
maintained by Michigan National Bank to
restrict the flow of non-public
information, Fund investments are
typically made
without any knowledge of Michigan
National Bank's or its affiliates'
lending
relationships with an issuer.

ADVISORY FEES

For its advisory services, Michigan
National Bank receives an annual
investment
advisory fee as described in the
prospectus.

    STATE EXPENSE LIMITATIONS

      The Adviser has undertaken to
comply with the expense limitations
      established by certain states for
investment companies whose shares are
      registered for sale in those
states. If the Fund's normal operating
      expenses (including the investment
advisory fee, but not including
      brokerage commissions, interest,
taxes, and extraordinary expenses)
exceed
      2 1/2% per year of the first $30
million of average net assets, 2% per
      year of the next $70 million of
average net assets, and 1 1/2% per year
of
      the remaining average net assets,
the Adviser will reimburse the Trust for
      its expenses over the limitation.

      If the Fund's monthly projected
operating expenses exceed this
limitation,
      the investment advisory fee paid
will be reduced by the amount of the
      excess, subject to an annual
adjustment. If the expense limitation is
      exceeded, the amount to be
reimbursed by the Adviser will be
limited, in
      any single fiscal year, by the
amount of the investment advisory fee.

      This arrangement is not part of
the advisory contract and may be amended
      or rescinded in the future.

ADMINISTRATIVE SERVICES
- ----------------------------------------
- ----------------------------------------
Federated Administrative Services, a
subsidiary of Federated Investors,
provides
administrative personnel and services to
the Fund for the fees set forth in the
prospectus.

CUSTODIAN
- ----------------------------------------
- ----------------------------------------
Michigan National Bank, Farmington
Hills, Michigan, is custodian for the
securities and cash of the Fund. For the
services to be provided to the Trust
pursuant to the Custodian Agreement, the
Trust pays the custodian an annual fee
based upon the average daily net assets
of the Fund and which is payable
monthly. The custodian will also charge
transaction fees and out-of-pocket
expenses.

BROKERAGE TRANSACTIONS
- ----------------------------------------
- ----------------------------------------
When selecting brokers and dealers to
handle the purchase and sale of
portfolio
instruments, the Adviser looks for
prompt execution of the order at a
favorable
price. In working with dealers, the
Adviser will generally use those who are
recognized dealers in specific portfolio
instruments, except when a better price
and execution of the order can be
obtained elsewhere. The Adviser makes
decisions on portfolio transactions and
selects brokers and dealers subject to
review by the Trustees.

The Adviser may select brokers and
dealers who offer brokerage and research
services. These services may be
furnished directly to the Fund or to the
Adviser
and may include:

    - advice as to the advisability of
investing in securities;

    - security analysis and reports;

    - economic studies;

8

- ----------------------------------------
- ----------------------------------------
    - industry studies;

    - receipt of quotations for
portfolio evaluations; and

    - similar services.

The Adviser and its affiliates exercise
reasonable business judgment in
selecting brokers who offer brokerage
and research services to execute
securities transactions. They determine
in good faith that commissions charged
by such persons are reasonable in
relationship to the value of the
brokerage and
research services provided.

Research services provided by brokers
may be used by the Adviser for other
accounts. To the extent that receipt of
these services may supplant services for
which the Adviser or its affiliates
might otherwise have paid, it would tend
to
reduce their expenses.

PURCHASING SHARES
- ----------------------------------------
- ----------------------------------------
Shares are sold at their net asset value
without a sales charge on days when
both the New York Stock Exchange and the
Federal Reserve Wire System are open
for business. The procedure for
purchasing shares of the Fund is
explained in
the prospectus under "Investing in the
Fund."

CONVERSION TO FEDERAL FUNDS

   
It is the Fund's policy to be as fully
invested as possible so that maximum
interest may be earned. To this end, all
payments from shareholders must be in
federal funds or be converted into
federal funds before shareholders begin
to
earn dividends. Michigan National Bank
acts as the shareholder's agent in
depositing checks and converting them to
federal funds.
    

DETERMINING NET ASSET VALUE
- ----------------------------------------
- ----------------------------------------
Net asset value generally changes each
day. The days on which net asset value
is
calculated by the Fund are described in
the prospectus.

DETERMINING MARKET VALUE OF SECURITIES
- ----------------------------------------
- ----------------------------------------

VALUING MUNICIPAL BONDS
The Trustees use an independent pricing
service to value municipal bonds. The
independent pricing service takes into
consideration yield, stability, risk,
quality, coupon rate, maturity, type of
issue, trading characteristics, special
circumstances of a security or trading
market, and any other factors or market
data it considers relevant in
determining valuations for normal
institutional
size trading units of debt securities,
and does not rely exclusively on quoted
prices.

USE OF AMORTIZED COST

The Trustees have decided that the fair
value of debt securities authorized to
be purchased by the Fund with remaining
maturities of 60 days or less, at the
time of purchase, shall be their
amortized cost value, unless the
particular
circumstances of the security indicate
otherwise. Under this method, portfolio
instruments and assets are valued at the
acquisition cost as adjusted for
amortization of premium or accumulation
of discount rather than at current
market value. The Executive Committee of
the Board of Trustees continually
assesses this method of valuation and
recommends changes where necessary to
assure that the Fund's portfolio
instruments are valued at their fair
value as
determined in good faith by the
Trustees.

REDEEMING SHARES
- ----------------------------------------
- ----------------------------------------
The Fund redeems shares at the next
computed net asset value after Federated
Services Company receives the redemption
request. Redemption procedures are
explained in the prospectus under
"Redeeming Fund Shares."

REDEMPTION IN KIND

Although the Fund intends to redeem
shares in cash, it reserves the right
under
certain circumstances to pay the
redemption price in whole or in part by
a
distribution of securities from the
Fund's portfolio. To satisfy


9

- ----------------------------------------
- ----------------------------------------
registration requirements in a
particular state, redemption in kind
will be made
(for any shareholder requesting
redemption) in readily marketable
securities to
the extent that such securities are
available. If this state's policy
changes,
the Fund reserves the right to redeem in
kind by delivering those securities it
deems appropriate.

Redemption in kind will be made in
conformity with applicable SEC rules,
taking
such securities at the same value
employed in determining net asset value
and
selecting the securities in a manner the
Trustees determine to be fair and
equitable.

The Trust has elected to be governed by
Rule 18f-1 of the Investment Company Act
of 1940 under which the Fund is
obligated to redeem shares for any one
shareholder in cash only up to the
lesser of $250,000 or 1% of the Fund's
net
asset value during any 90-day period.

TAX STATUS
- ----------------------------------------
- ----------------------------------------

THE FUND'S TAX STATUS
The Fund intends to pay no federal
income tax because it expects to meet
the
requirements of Subchapter M of the
Internal Revenue Code applicable to
regulated investment companies and to
receive the special tax treatment
afforded
to such companies. To qualify for this
treatment, the Fund must, among other
requirements:

    - derive at least 90% of its gross
income from dividends, interest, and
      gains from the sale of securities;

    - derive less than 30% of its gross
income from the sale of securities held
      less than three months;

    - invest in securities within
certain statutory limits; and

    - distribute to its shareholders at
least 90% of its net income earned
      during the year.

SHAREHOLDER'S TAX STATUS

No portion of any income dividend paid
by the Fund is eligible for the
dividends
received deductions available to
corporations.

    CAPITAL GAINS

      Capital gains or losses may be
realized by the Fund on the sale of
      portfolio securities and as a
result of discounts from par value on
      securities held to maturity. Sales
would generally be made because of:

            - the availability of higher
relative yields;

            - differentials in market
values;

            - new investment
opportunities;

            - changes in
creditworthiness of an issuer; or

            - an attempt to preserve
gains or limit losses.

      Distribution of long-term capital
gains are taxed as such, whether they
      are taken in cash or reinvested,
and regardless of the length of time the
      shareholder has owned the shares.
Any loss by a shareholder on Fund shares
      held for less than six months and
sold after a capital gains distribution
      will be treated as a long-term
capital loss to the extent of the
capital
      gains distribution.

TOTAL RETURN
- ----------------------------------------
- ----------------------------------------
The average annual total return of the
Fund is the average compounded rate of
return for a given period of time that
would equate a $1,000 initial investment
to the ending redeemable value of that
investment. The ending redeemable value
is computed by multiplying the number of
shares owned at the end of the period
by the offering price per share at the
end of the period. The number of shares
owned at the end of the period is based
on the number of shares purchased at the
beginning of the period with $1,000 less
any applicable sales charge, adjusted
over the period by any additional
shares, assuming a monthly reinvestment
of all
dividends and distributions. Any
applicable contingent deferred sales
charge is
deducted from the ending value of the
investment based on the lesser of the
original purchase price or the offering
price of shares redeemed.

10

YIELD
- ----------------------------------------
- ----------------------------------------
The yield for the Fund is determined by
dividing the net investment income per
share (as defined by the SEC) earned by
the Fund over a thirty-day period by the
maximum offering price per share of the
Fund on the last day of the period. This
value is then annualized using semi-
annual compounding. This means that the
amount of income generated during the
thirty-day period is assumed to be
generated each month over a twelve-month
period and is reinvested every six
months. The yield does not necessarily
reflect income actually earned by the
Fund because of certain adjustments
required by the SEC and, therefore, may
not
correlate to the dividends or other
distributions paid to shareholders. To
the
extent that financial institutions and
broker/dealers charge fees in connection
with services provided in conjunction
with an investment in the Fund,
performance will be reduced for those
shareholders paying those fees.

TAX-EQUIVALENT YIELD
- ----------------------------------------
- ----------------------------------------
The tax-equivalent yield for the Fund is
calculated similarly to the yield, but
is adjusted to reflect the taxable yield
that the Fund would have had to earn to
equal its actual yield, assuming a
stated tax rate and assuming that income
is
100% tax-exempt.

TAX-EQUIVALENCY TABLE

The Fund may also use a tax-equivalency
table in advertising and sales
literature. The interest earned by the
municipal obligations in the Fund's
portfolio generally remains free from
federal regular income tax* and the
income
taxes imposed by the State of Michigan.
As the table below indicates, a
"tax-free" investment is an attractive
choice for investors, particularly in
times of narrow spreads between "tax-
free" and taxable yields.

                                 TAXABLE
YIELD EQUIVALENT FOR 1995

STATE OF MICHIGAN
- ----------------------------------------
- ----------------------------------------
- -------------------
                          COMBINED
FEDERAL AND STATE INCOME TAX BRACKET:
                    19.47%
32.47%           35.47%
40.47%            44.07%
- ----------------------------------------
- ----------------------------------------
- -------------------
  JOINT RETURN     $1-39,000   $39,001-
94,250   $94,251-143,600   $143,601-
256,500    OVER $256,500
- ----------------------------------------
- ----------------------------------------
- -------------------
 SINGLE RETURN     $1-23,350   $23,351-
56,550   $56,551-117,950   $117,951-
256,500    OVER $256,500
- ----------------------------------------
- ----------------------------------------
- -------------------
TAX-EXEMPT YIELD
TAXABLE YIELD EQUIVALENT
     1.50%             1.86%
2.22%             2.32%
2.52%             2.68%
     2.00%             2.48%
2.96%             3.10%
3.36%             3.58%
     2.50%             3.10%
3.70%             3.87%
4.20%             4.47%
     3.00%             3.73%
4.44%             4.65%
5.04%             5.36%
     3.50%             4.35%
5.18%             5.42%
5.88%             6.26%
     4.00%             4.97%
5.92%             6.20%
6.72%             7.15%
     4.50%             5.59%
6.66%             6.97%
7.56%             8.05%
     5.00%             6.21%
7.40%             7.75%
8.40%             8.94%
     5.50%             6.83%
8.14%             8.52%
9.24%             9.83%
     6.00%             7.45%
8.88%             9.30%
10.08%            10.73%
- ----------------------------------------
- ----------------------------------------
- -------------------
    Note: The maximum marginal tax rate
for each bracket was used in calculating
    the taxable yield equivalent.
Furthermore, additional state and local
taxes
    paid on comparable taxable
investments were not used to increase
federal
    deductions.

    The chart above is for illustrative
purposes only. It is not an indication
    of past or future performance of
Fund shares.

    * Some portions of the Fund's income
may be subject to the federal
      alternative minimum tax and state
and local taxes.


11

PERFORMANCE COMPARISONS
- ----------------------------------------
- ----------------------------------------
The Fund's performance depends upon such
variables as:

    - portfolio quality;

    - average portfolio maturity;

    - type of instruments in which the
portfolio is invested;

    - changes in interest rates and
market value of portfolio securities;

    - changes in the Fund's expenses;
and

    - various other factors.

The Fund's performance fluctuates on a
daily basis largely because net earnings
and offering price per share fluctuate
daily. Both net earnings and offering
price per share are factors in the
computation of yield and total return.

Investors may use financial publications
and/or indices to obtain a more
complete view of the Fund's performance.
When comparing performance, investors
should consider all relevant factors
such as the composition of any index
used,
prevailing market conditions, portfolio
compositions of other funds, and methods
used to value portfolio securities and
compute offering price. The financial
publications and/or indices which the
Fund uses in advertising may include:

LEHMAN BROTHERS SEVEN YEAR STATE GENERAL
OBLIGATION BOND INDEX is an index of
general obligation bonds rated A or
better with 6-8 years to maturity.

LIPPER ANALYTICAL SERVICES, INC. ranks
funds in various fund categories by
making comparative calculations using
total return. Total return assumes the
reinvestment of all capital gains
distributions and income dividends and
takes
into account any change in net asset
value over a specific period of time.
From
time to time, the Fund will quote its
Lipper ranking in the "general municipal
bond funds" category in advertising and
sales literature.

MORNINGSTAR, INC., an independent rating
service, is the publisher of the
bi-weekly MUTUAL FUND VALUES. MUTUAL
FUND VALUES rates more than 1,000 NASDAQ
listed mutual funds of all types,
according to their risk-adjusted
returns. The
maximum rating is five stars, and
ratings are effective for two weeks.

Advertisements and other sales
literature for the Fund may refer to
total
return. Total return is the historic
change in the value of an investment in
the
Fund based on monthly reinvestment of
dividends over a specific period of
time.

12

APPENDIX
- ----------------------------------------
- ----------------------------------------

            STANDARD AND POOR'S RATINGS
GROUP MUNICIPAL BOND RATINGS

AAA--Debt rated "AAA" has the highest
rating assigned by Standard & Poor's
Ratings Group ("S&P"). Capacity to pay
interest and repay principal is
extremely
strong.

AA--Debt rated "AA" has a very strong
capacity to pay interest and repay
principal and differs from the higher
rated issues only in small degree.

A--Debt rated "A" has a strong capacity
to pay interest and repay principal
although it is somewhat more susceptible
to the adverse effects of changes in
circumstances and economic conditions
than debt in higher rated categories.

NR--Indicates that no public rating has
been requested, that there is
insufficient information on which to
base a rating, or that S&P does not rate
a
particular type of obligation as a
matter of policy.

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

       MOODY'S INVESTORS SERVICE, INC.
CORPORATE BOND RATINGS DEFINITIONS

Aaa--Bonds which are rated Aaa are
judged to be of the best quality. They
carry
the smallest degree of investment risk
and are generally referred to as "gilt
edged." Interest payments are protected
by a large or by an exceptionally stable
margin and principal is secure. While
the various protective elements are
likely
to change, such changes as can be
visualized are most unlikely to impair
the
fundamentally strong position of such
issues.

Aa--Bonds which are rated Aa are judged
to be of high quality by all standards.
Together with the Aaa group they
comprise what are generally known as
high grade
bonds. They are rated lower than the
best bonds because margins of protection
may not be as large as in Aaa securities
or fluctuation of protective elements
may be of greater amplitude or there may
be other elements present which make
the long-term risks appear somewhat
larger than in Aaa securities.

A--Bonds which are rated A possess many
favorable investment attributes and are
to be considered as upper medium grade
obligations. Factors giving security to
principal and interest are considered
adequate but elements may be present
which
suggest a susceptibility to impairment
sometime in the future.

NR--Not rated by Moody's.

Moody's applies numerical modifiers, 1,
2 and 3 in each generic rating
classification from Aa through B in its
corporate or municipal bond rating
system. 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.

              FITCH INVESTORS SERVICE,
INC. LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment
grade and of very high quality. The
obligor has an exceptionally strong
ability to pay interest and repay
principal,
which is unlikely to be affected by
reasonably foreseeable events.

AA--Bonds considered to be investment
grade and of very high quality. The
obligor's ability to pay interest and
repay principal is very strong, although
not quite as strong as bonds rated
"AAA". Because bonds rated in the "AAA"
and
"AA" categories are not significantly
vulnerable to foreseeable future
developments, short-term debt of these
issuers is generally rated F-1+.

A--Bonds considered to be investment
grade and of high credit quality. The
obligor's ability to pay interest and
repay principal is considered to be
strong, but may be more vulnerable to
adverse changes in economic conditions
and
circumstances than bonds with higher
ratings.

NR--NR indicates that Fitch does not
rate the specific issue.

Plus (+) or Minus (-): Plus and minus
signs are used with a rating symbol to
indicate the relative position of a
credit within the rating category. Plus
and
minus signs, however, are not used in
the AAA category.

            STANDARD AND POOR'S RATINGS
GROUP MUNICIPAL NOTE RATINGS

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


13

- ----------------------------------------
- ----------------------------------------
SP-2--Satisfactory capacity to pay
principal and interest.

               MOODY'S INVESTORS SERVICE
SHORT-TERM LOAN RATINGS

MIG1/VMIG1--This designation denotes
best quality. There is a present strong
protection by established cash flows,
superior liquidity support or
demonstrated
broadbased access to the market for
refinancing.

MIG2/VMIG2--This designation denotes
high quality. Margins of protection are
ample although not so large as in the
preceding group.

             FITCH INVESTORS SERVICE,
INC. SHORT-TERM DEBT RATINGS

F-1+--Exceptionally Strong Credit
Quality. Issues assigned this rating are
regarded as having the strongest degree
of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues
assigned this rating reflect an
assurance of timely payment only
slightly less in degree than issues
rated F-1+.

F-2--Good Credit Quality. Issues
carrying this rating have a satisfactory
degree
of assurance for timely payment, but the
margin of safety is not as great as the
F-1+ and F-1 categories.

     STANDARD AND POOR'S RATINGS GROUP
COMMERCIAL PAPER RATINGS DEFINITIONS

A-1--This highest category indicates
that the degree of safety regarding
timely
payment is strong. Those issues
determined to possess extremely strong
safety
characteristics are denoted with a plus
(+) sign designation.

A-2--Capacity for timely payment on
issues with this designation is
satisfactory. However, the relative
degree of safety is not as high as for
issues designated A-1.

               MOODY'S INVESTORS SERVICE
COMMERCIAL PAPER RATINGS

P-1--Issuers rated PRIME-1 (or related
supporting institutions) have a superior
capacity for repayment of short-term
promissory obligations. PRIME-1
repayment
capacity will normally be evidenced by
the following characteristics: Leading
market positions in well established
industries; high rates of return on
funds
employed; conservative capitalization
structures with moderate reliance on
debt
and ample asset protection; broad
margins in earning coverage of fixed
financial
charges and high internal cash
generation; and well established access
to a
range of financial markets and assured
sources of alternate liquidity.

P-2--Issuers rated PRIME-2 (or related
supporting institutions) have a strong
capacity for repayment of short-term
promissory obligations. This will
normally
be evidenced by many of the
characteristics cited above, but to a
lesser degree.
Earnings trends and coverage ratios,
while sound, will be more subject to
variation. Capitalization
characteristics, while still
appropriate, may be more
affected by external conditions. Ample
alternate liquidity is maintained.

14
CUSIP 453777856

G00980-02 (5/95)








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