ONE FUND INC
497, 1997-01-30
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<PAGE>   1
                                PROSPECTUS              ONE Financial Way
                                NOVEMBER 1, 1996        Cincinnati, Ohio 45242
                                ONE FUND, INC.          Telephone 1-800-578-8078

CONTENTS
- --------

2  Key Features                 ONE Fund Inc. ("ONE Fund") is an open-end
                                management investment company with 9 diversified
                                portfolios, Through the different portfolios,
                                ONE Fund's objectives are to provide:

3  Summary of Expenses          MONEY MARKET PORTFOLIO - current income
                                consistent with preservation of capital and
                                liquidity

5  Financial Highlights         TAX FREE INCOME PORTFOLIO - high current income
                                exempt from federal income taxes.

12  About ONE Fund              INCOME PORTFOLIO - high current income.
                                Preservation of capital is a secondary
                                objective.

22  Dividends, Distributions    INCOME & GROWTH PORTFOLIO - moderate income with
    and Taxes                   the potential for increasing income over time.
                                Growth of capital is also a primary objective.

23  ONE Fund                    GROWTH PORTFOLIO - long-term capital growth.
     Management
                                CORE GROWTH PORTFOLIO - long-term capital
                                appreciation.

27  Buying Shares               SMALL CAP PORTFOLIO - maximum capital growth by
                                investing primarily in common stocks of small
                                and medium sized companies

28 Reducing the Sales Charge    INTERNATIONAL PORTFOLIO - long-term capital
                                growth by investing primarily in common stocks
                                of foreign companies.

30  Flexibility Features        GLOBAL CONTRARIAN PORTFOLIO - long-term growth
                                of capital by investing in foreign and domestic
                                securities believed to be undervalued or
                                presently out of favor.

32  Redeeming shares            This prospectus sets forth concisely the
                                information about ONE Fund that you should know
                                before investing. This prospectus should be
34  Fund Performance            retained for future reference. Additional
                                information about ONE Fund has been filed with
                                the Securities and Exchange Commission in a
                                Statement of Additional Information, dated
                                November 1, 1996, which is incorporated herein
                                by reference. The Statement of Additional
                                Information is available upon request and
                                without charge by calling or writing ONE Fund at
                                the toll-free telephone number or the address
                                shown above.

INVESTMENTS IN THE MONEY MARKET PORTFOLIO ARE NEITHER INSURED NOR GUARANTEED BY
THE UNITED STATES GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION 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.


                                       1
<PAGE>   2


                            KEY FEATURES OF ONE FUND

ONE FUND WITH                   ONE Fund is a series mutual fund offering you a
9 PORTFOLIOS                    selection of 9 investment options (portfolios).
                                See "About ONE Fund" on page 12. ONE Fund shares
                                are subject to the risks that the securities in
                                which each portfolio is invested might decrease
                                in value (market risk) or that issuers of
                                income-producing securities might not be able to
                                pay the interest or principal when due (credit
                                risk). Changes in interest rates, securities
                                markets in general or the overall economy can
                                affect the value of ONE Fund shares or the level
                                of dividends.

PROFESSIONAL MANAGEMENT         ONE Fund's assets are managed by Ohio National
                                Investments, Inc. (the "Adviser"). It receives
                                annual compensation, based on each portfolio's
                                net assets, at maximum rates of 0.30% for the
                                Money Market Portfolio, 0.50% for the Income,
                                Income & Growth and Growth Portfolios, 0.60% for
                                the Tax-Free Income Portfolio, 0.65% for the
                                Small Cap Portfolio, 0.90% for the International
                                and Global Contrarian Portfolios and 0.95% for
                                the Core Growth Portfolio. See "The Adviser" on
                                page 23 and "The Adviser's Compensation" on page
                                25. The Adviser contracts with Pilgrim Baxter &
                                Associates, Ltd. ("PBA") (see page 26) for the
                                management of the Core Growth Portfolio and
                                Societe Generale Asset Management Corp. ("SGAM")
                                (See page 26) for the management of the
                                International and Global Contrarian Portfolios.

DIVERSIFICATION                 ONE Fund's portfolios are fully diversified.
                                Your investments are pooled with those of other
                                investors to purchase a greater variety of
                                securities than you might purchase by yourself.
                                See "Diversification" on page 20, and "About ONE
                                Fund" on page 12.

LIQUIDITY                       ONE Fund shares may be redeemed, in whole or in
                                part, at their net asset value upon request. See
                                "Redeeming Shares" on page 32.

FLEXIBILITY                     ONE Fund offers a number of privileges designed
                                to increase your flexibility. Some of these
                                features include the open account plan, dividend
                                payment options, exchange privileges and the
                                automatic withdrawal plan. See "Dividends,
                                Distributions and Taxes" on page 22, and
                                "Flexibility Features" on page 30.

SERVICE                         ONE Fund's principal underwriter is The O.N.
                                Equity Sales Company ("ONESCO"). However, upon
                                receipt of necessary regulatory approvals, Ohio
                                National Equities, Inc. ("ONE, Inc.") an
                                affiliate of ONESCO, will become the principal
                                underwriter. You may purchase ONE Fund shares at
                                any time by contacting your registered
                                representative. The purchase of ONE Fund shares
                                includes a maximum sales charge of 5% of the
                                offering price (3% for the Tax-Free Income and
                                Income Portfolios). A number of methods are
                                available for reducing or eliminating the sales
                                charge. There is no sales charge for the Money
                                Market Portfolio. See "Sales Charges" on page
                                27, and "Reducing the Sales Charge" on page 28.


                                       2
<PAGE>   3


                                ONE Fund investors may direct service requests
                                to their registered representative or directly
                                to ONE Fund at the toll-free telephone number
                                and address shown on page 1. A shareholder
                                service fee, not to exceed an annual rate of
                                0.30% (0.17% maximum for the Money Market
                                Portfolio) is paid to ONESCO and other qualified
                                dealers. See "Sales Charges" on page 27.

SUMMARY OF ONE FUND EXPENSES

This table and example are provided to help you understand the expenses of
investing in ONE Fund and your share of ONE Fund's operating expenses. A variety
of ways to reduce the sales charge are available. See "Sales Charges" on page
27, and "Reducing the Sales Charge" on page 28. 

The Example enables you to compare the long-term cost of owning ONE Fund versus 
other funds. Funds with higher recurring operating expenses might, over time, 
be more expensive than a fund with a higher sales charge but lower recurring 
operating expenses.

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE 
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price) (1)

Money Market Portfolio        None
Tax-Free Income Portfolio     3.00%
Income Portfolio              3.00%
Income & Growth Portfolio     5.00%
Growth Portfolio              5.00%
Core Growth Portfolio         5.00%
Small Cap Portfolio           5.00%
International Portfolio       5.00%
Global Contrarian Portfolio   5.00%

ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS):

<TABLE>
<CAPTION>
                                                                                TOTAL OPERATING
                                   MANAGEMENT FEES      12B-1         OTHER         EXPENSES
                                  (AFTER WAIVER)(2)    FEES(3)       EXPENSES    (AFTER WAIVER)
                                  -----------------    -------       --------    --------------
<S>                                      <C>            <C>            <C>            <C>
Money Market Portfolio                   0.15%          0.15%          0.42%          0.72%
Tax-Free Income Portfolio                0.45%          0.25%          0.39%          1.09%
Income Portfolio                         0.35%          0.25%          0.47%          1.07%
Income & Growth Portfolio                0.35%          0.25%          0.39%          0.99%
Growth Portfolio                         0.35%          0.25%          0.40%          1.00%
Core Growth Portfolio (4)                0.95%          0.25%          0.65%          1.85%
Small Cap Portfolio                      0.50%          0.25%          0.37%          1.12%
International Portfolio                  0.90%          0.25%          0.57%          1.72%
Global Contrarian Portfolio              0.90%          0.25%          0.99%          2.14%
</TABLE>


                                       3
<PAGE>   4
EXAMPLE:

A hypothetical investment of $1,000 would incur the following expenses, assuming
a 5% annual return:

<TABLE>
<CAPTION>
                                    1 YEAR        3 YEARS      5 YEARS       10 YEARS
                                    ------        -------      -------       --------

<S>                                  <C>           <C>           <C>           <C>
Money Market Portfolio               $  7          $ 23          $ 40          $ 90
Tax-Free Income Portfolio              41            64            89           159
Income Portfolio                       41            63            88           157
Income & Growth Portfolio              60            80           102           166
Growth Portfolio                       60            80           103           167
Core Growth Portfolio (4)              68           106           146           258
Small Cap Portfolio                    61            84           109           180
International Portfolio                67           102           139           244
Global Contrarian Portfolio            71           114           160           287
</TABLE>

If the maximum management fees and 12b-1 fees were assessed, the expenses in
this hypothetical example would be:

<TABLE>
<CAPTION>
                                   1 YEAR       3 YEARS     5 YEARS      10 YEARS
                                   ------       -------     -------      --------

<S>                                  <C>           <C>          <C>         <C>
Money Market Portfolio               $ 9           29           50          110
Tax-Free Income Portfolio             43           70           99          182
Income Portfolio                      43           69           98          180
Income & Growth Portfolio             62           86          112          188
Growth Portfolio                      62           86          113          189
Core Growth Portfolio (4)             69          107          148          263
Small Cap Portfolio                   63           90          119          202
International Portfolio               67          103          142          249
Global Contrarian Portfolio           71          116          163          292
</TABLE>

(1)The Maximum Sales Charge scales down for purchases of $25,000 or more and
   becomes a contingent deferred sales charge of 0.5%, for 2 years following
   purchase, for accounts of at least $1 million.

(2)The Adviser is presently voluntarily waiving 0.15% of its Management Fees
   for certain portfolios. Without those waivers, the Management Fees would be
   0.30% for the Money Market Portfolio, 0.60% for the Tax-Free Income
   Portfolio, 0.50% for the Income, Income & Growth and Growth Portfolios, and
   0.65% for the Small Cap Portfolio and the Total Operating Expenses would have
   been 0.87% for the Money Market Portfolio, 1.24% for the Tax-Free Income
   Portfolio, 1.22% for the Income Portfolio, 1.14% for the Income & Growth
   Portfolio, 1.15% for the Growth Portfolio and 1.27% for the Small Cap
   Portfolio.

(3)The 12b-1 Fees shown are based on an estimate that no individual sales
   representative will reach critical production levels this year. In later
   years, these fees could be slightly higher, but no higher than 0.17% for the
   Money Market Portfolio and 0.30% for the other portfolios.

(4)For the Core Growth Portfolio, the "Other Expenses" (and, accordingly, the
   Total Operating Expenses) are based on estimates.


                                       4
<PAGE>   5



                                 ONE FUND, INC.
                              FINANCIAL HIGHLIGHTS

The following information has been audited by KPMG Peat Marwick LLP, independent
certified public accountants, and is an integral part of ONE Fund's audited
financial statements which appear in the Statement of Additional Information
(which may be obtained by shareholders), incorporated by reference herein, and
should be read in conjunction with the financial statements.

<TABLE>
<CAPTION>
                                                                                            PORTFOLIO
                                                                ---------------------------------------------------------------
                                                                               MONEY MARKET                    TAX-FREE INCOME
                                                                ----------------------------------------      -----------------
                                                                                                 8-18-92        YEAR    11-1-94
                                                                     YEAR ENDED JUNE 30,            TO         ENDED       TO
                                                                 1996        1995        1994    6-30-93      6-30-96   6-30-95
                                                                ------      ------      ------   -------      -------   -------
<S>                                                             <C>         <C>         <C>       <C>          <C>       <C>
Per share data (for a share
outstanding throughout
each period):
Net asset value, beginning
of period ....................................................  $ 1.00      $ 1.00      $ 1.00    $ 1.00       $10.66    $10.00
Income from investment operations:
   Net investment income .....................................    0.05        0.05        0.03      0.02         0.56      0.35
   Net realized and unrealized gain
     (loss) on investments and
     foreign currency transactions ...........................    0.00        0.00        0.00      0.00         0.13      0.66
                                                                ------      ------      ------    ------       ------    ------
        
   Total from investment operations ..........................    0.05        0.05        0.03      0.02         0.69      1.01
                                                                ------      ------      ------    ------       ------    ------
Less distributions:
   Dividends from net
     investment income .......................................   (0.05)      (0.05)      (0.03)    (0.02)       (0.56)    (0.35)
   Distributions from net realized
     capital gains and foreign
     currency transactions ...................................    0.00        0.00        0.00      0.00         0.00      0.00
                                                                ------      ------      ------    ------       ------    ------
Total distributions ..........................................   (0.05)      (0.05)      (0.03)    (0.02)       (0.56)    (0.35)
                                                                ------      ------      ------    ------       ------    ------
Net asset value, end of period ...............................  $ 1.00      $ 1.00      $ 1.00    $ 1.00       $10.79    $10.66
                                                                ======      ======      ======    ======       ======    ======
Total return (a) .............................................    5.18%       5.06%       3.06%     2.67%(b)     6.59%    10.26%(b)
                                                                ======      ======      ======    ======       ======    ======
Ratio (to average net assets)/
   supplemental data:
Ratios net of fees waived
   by adviser (d,e):
   Expenses ..................................................    0.57%       0.51%       0.44%     0.43%(c)     0.94%     0.91%(c)
   Net investment income .....................................    5.14%       4.99%       2.97%     2.70%(c)     5.20%     5.04%(c)
Ratios assuming no waiver of management fees by adviser (d,e):
    Expenses .................................................    0.87%       0.81%       0.74%     0.73%(c)     1.24%     1.21%(c)
    Net investment income ....................................    4.84%       4.69%       2.67%     2.40%(c)     4.90%     4.74%(c)
Portfolio turnover rate ......................................     N/A         N/A         N/A       N/A            8%        0%
Net assets at end of period (millions) .......................  $ 15.8      $ 14.1      $ 12.3    $ 21.3       $  6.3    $  5.7
</TABLE>

(a)   Total return does not reflect the initial sales charge imposed on
      purchases (see page 27).
(b)   Calculated on an aggregate basis (not annualized).
(c)   Annualized.
(d)   For the periods shown, the investment adviser elected to waive the entire
      management fee for the Money Market Portfolio and one-half of the
      management fees for the Tax-Free Income, Income, Income & Growth, and
      Small Cap Portfolios, but it may cease those waivers, in whole or in part,
      without prior notice.
(e)   The investment adviser has reimbursed certain operating expenses of the
      International and Global Contrarian Portfolios. Had the investment adviser
      not reimbursed such expenses, the annualized ratio of expenses to net
      assets would have been 1.72%, 1.51%, 2.22% and 4.13% for the International
      Portfolio for the periods ended June 30, 1996, 1995, 1994 and 1993
      respectively, and 2.40% and 2.59% for the Global Contrarian Portfolio for
      the periods ended June 30, 1996 and June 30, 1995, respectively. The
      annualized ratio of net investment income to net assets would have been
      .70%, (1.10%), (.26%) and .12% for the International Portfolio for the
      periods ended June 30, 1996, 1995, 1994 and 1993 respectively, and 1.23%
      and (2.31%) for the Global Contrarian Portfolio for the periods ended June
      30, 1996 and 1995, respectively.


                                       5
<PAGE>   6
<TABLE>
<CAPTION>
                                                                              PORTFOLIO
                                           -----------------------------------------------------------------------------
                                                          INCOME                                INCOME & GROWTH
                                           -----------------------------------        ----------------------------------
                                                                       8-18-92                                   8-18-92
                                              YEAR ENDED JUNE 30,        TO              YEAR ENDED JUNE 30,       TO
                                            1996     1995      1994    6-30-93         1996     1995     1994    6-30-95
                                           -----------------------------------        ----------------------------------
<S>                                        <C>      <C>      <C>        <C>           <C>      <C>      <C>       <C>
Per share data (for a share
outstanding throughout
each period):

Net asset value, beginning
of period ..............................   $ 9.78   $ 9.39   $ 10.43    $10.00        $11.57   $10.65   $10.96    $10.00
Income from investment operations:
   Net investment income ...............     0.63     0.65      0.62      0.45          0.38     0.41     0.33      0.27
   Net realized and unrealized gain
     (loss) on investments and
     foreign currency transactions .....    (0.19)    0.39     (0.98)     0.45          1.27     1.54    (0.11)     0.96
                                           ------   ------   -------    ------        ------   ------   ------    ------
       Total from investment
       operations ......................     0.44     1.04     (0.36)     0.90          1.65     1.95     0.22      1.23
                                           ------   ------   -------    ------        ------   ------   ------    ------
Less distributions:
   Dividends from net
     investment income .................    (0.63)   (0.65)    (0.62)    (0.45)        (0.37)   (0.41)   (0.33)    (0.27)
   Distributions from net realized
     capital gains and foreign
     currency transactions .............     0.00     0.00     (0.06)    (0.02)        (0.07)   (0.62)   (0.20)     0.00
                                           ------   ------   -------    ------        ------   ------   ------    ------
Total distributions ....................    (0.63)   (0.65)    (0.68)    (0.47)        (0.44)   (1.03)   (0.53)    (0.27)
                                           ------   ------   -------    ------        ------   ------   ------    ------
Net asset value, end of period .........   $ 9.59   $ 9.78   $  9.39    $10.43        $12.78   $11.57   $10.65    $10.96
                                           ======   ======   =======    ======        ======   ======   ======    ======
Total return (a) .......................     4.61%   11.58%   ( 3.79%)    9.56%(b)     14.50%   19.41%    1.96%    12.49%(b)
                                           ======   ======   =======    ======        ======   ======   ======    ======
Ratio (to average net assets)/
  supplemental data:
Ratios net of fees waived
  by advisor (d,e):
  Expenses .............................     0.97%    0.85%     1.02%     1.11%(c)      0.89%    0.81%    0.94%     1.07%(c)
Net investment income ..................     6.50%    6.80%     6.10%     5.07%(c)      3.10%    3.69%    3.08%     3.09%(c)
Ratios assuming no waiver of management
    fees by adviser (d,e):
  Expenses .............................     1.22%    1.10%     1.27%     1.36%(c)      1.14%    1.06%    1.19%     1.32%(c)
  Net investment income ................     6.25%    6.55%     5.85%     4.82%(c)      2.85%    3.44%    2.83%     2.84%(c)
Portfolio turnover rate ................        9%       4%        6%        6%            7%      25%      14%       24%
Net assets at end of period (millions) .   $ 7.0    $ 7.1    $  4.6     $ 5.7         $10.8    $ 7.7    $ 7.5     $ 6.7
</TABLE>

                                       6
<PAGE>   7
<TABLE>
<CAPTION>
                                                                         PORTFOLIO
                                              ---------------------------------------------------------------
                                                               GROWTH                           SMALL CAP
                                              ---------------------------------------      ------------------
                                                                              8-18-92        YEAR     11-1-94
                                                   YEAR ENDED JUNE 30,          TO          ENDED       TO
                                               1996       1995       1994     6-30-93      6-30-96    6-30-95
                                              ------     ------     ------    -------      -------    -------
<S>                                           <C>        <C>        <C>        <C>          <C>        <C>
Per share data (for a share
outstanding throughout
each period):

Net asset value, beginning
of period .................................   $13.03     $11.67     $11.63     $10.00       $10.63     $10.00
Income from investment operations:
   Net investment income ..................     0.14       0.16       0.12       0.12         0.26       0.22
   Net realized and unrealized gain
     (loss) on investments and
     foreign currency transactions ........     2.72       2.17       0.22       1.69         2.26       0.67
                                              ------     ------     ------     ------       ------     ------
       Total from investment
       operations .........................     2.86       2.33       0.34       1.81         2.52       0.89
                                              ------     ------     ------     ------       ------     ------
Less distributions:
   Dividends from net
     investment income ....................    (0.14)     (0.16)     (0.12)     (0.12)       (0.25)     (0.22)
   Distributions from net realized
     capital gains and foreign
     currency transactions ................    (0.28)     (0.81)     (0.18)     (0.06)       (0.08)     (0.04)
                                              ------     ------     ------     ------       ------     ------
Total distributions .......................    (0.42)     (0.97)     (0.30)     (0.18)       (0.33)     (0.26)
                                              ------     ------     ------     ------       ------     ------
Net asset value, end of period ............   $15.47     $13.03     $11.67     $11.63       $12.82     $10.63
                                              ======     ======     ======     ======       ======     ======
Total return (a) ..........................    22.22%     20.54%      2.85%     18.26%(b)    24.10%      8.91%(b)
                                              ======     ======     ======     ======       ======     ======
Ratio (to average net assets)/
  supplemental data:
Ratios net of fees waived
  by advisor (d,e):
  Expenses ................................     0.90%      0.83%      1.04%      1.30%(c)     0.94%      1.00%(c)
Net investment income .....................     0.99%      1.35%      1.04%      1.31%(c)     2.21%      3.19%(c)
Ratios assuming no waiver of management
    fees by adviser (d,e):
  Expenses ................................     1.15%      1.08%      1.30%      1.55%(c)     1.27%      1.31%(c)
  Net investment income ...................     0.74%      1.10%      0.79%      1.06%(c)     1.88%      2.88%(c)
Portfolio turnover rate ...................       22%        24%         8%        26%          34%         8%
Net assets at end of period (millions) ....   $11.8      $ 7.0      $ 5.3      $ 4.3        $ 4.5      $ 2.9
</TABLE>

                                       7
<PAGE>   8
<TABLE>
<CAPTION>
                                                                             PORTFOLIO
                                           ------------------------------------------------------------------------
                                                           INTERNATIONAL                        GLOBAL CONTRARIAN
                                           ---------------------------------------------      ---------------------
                                                                                4-30-93          YEAR      11-1-94
                                                   YEAR ENDED JUNE 30,            TO            ENDED        TO
                                              1996        1995        1994      6-30-93        6-30-96     6-30-95
                                           ---------   ---------   ---------   ---------      ---------   ---------
<S>                                        <C>         <C>         <C>         <C>            <C>         <C>
Per share data (for a share
outstanding throughout
each period):
Net asset value, beginning
of period ..............................   $   12.89   $   13.32   $    9.90   $   10.00      $   10.01   $   10.00
Income from investment operations:
   Net investment income ...............        0.10        0.14        0.05        0.03           0.16        0.17
   Net realized and unrealized gain
     (loss) on investments and
     foreign currency transactions .....        2.24        0.63        4.01       (0.10)          1.61        0.13
                                           ---------   ---------   ---------   ---------      ---------   ---------
       Total from investment
       operations ......................        2.34        0.77        4.06       (0.07)          1.77        0.30
                                           ---------   ---------   ---------   ---------      ---------   ---------
Less distributions:
   Dividends from net
     investment income .................       (0.39)      (0.14)      (0.05)      (0.03)         (0.23)      (0.17)
   Distributions from net realized
     capital gains and foreign
     currency transactions .............       (0.37)      (1.06)      (0.59)       0.00          (0.07)      (0.12)
                                           ---------   ---------   ---------   ---------      ---------   ---------
Total distributions ....................       (0.76)      (1.20)      (0.64)      (0.03)         (0.30)      (0.29)
                                           ---------   ---------   ---------   ---------      ---------   ---------
Net asset value, end of period .........   $   14.47   $   12.89   $   13.32   $    9.90      $   11.48   $   10.01
                                           =========   =========   =========   =========      =========   =========
Total return (a) .......................       18.65%       6.44%      40.65%      (0.68%)(b)     17.84%       2.99%(b)
                                           =========   =========   =========   =========      =========   =========
Ratio (to average net assets)/
  supplemental data:
Ratios net of fees waived
    by advisor (d,e):
  Expenses .............................        1.72%       1.50%       1.50%       2.32%(c)       2.14%       2.05%(c)
  Net investment income ................        0.70%       1.11%       0.46%       1.93%(c)       1.49%       2.85%(c)
Ratios assuming no waiver of management
     fees by advisor (d,e):
  Expenses .............................        1.72%       1.50%       1.50%       2.32%(c)       2.14%       2.05%(c)
  Net investment income ................        0.70%       1.11%       0.46%       1.93%(c)       1.49%       2.85%(c)
Portfolio turnover rate ................          20%         39%         27%          0%            26%          8%
Net assets at end of period (millions) .   $   15.1    $   12.0    $   10.4    $    3.2       $    5.7    $    3.9
</TABLE>


                                       8
<PAGE>   9
              COMPARISONS OF CHANGE IN VALUE OF $10,000 INVESTMENTS

                   IN ONE FUND PORTFOLIOS AND VARIOUS INDEXES


<TABLE>
<CAPTION>
                  TAX FREE                             INCOME &
                   INCOME             INCOME            GROWTH            GROWTH
                   ------             ------            ------            ------
<C>               <C>                <C>               <C>               <C>
8/18/92              --              $ 9,700           $ 9,500           $ 9,500
12/31/92             --                9,758             9,487            10,178
4/30/93              --                 --                --                --
6/30/93              --               10,628            10,687            11,234
12/31/93             --               10,850            11,048            11,917
6/30/94              --               10,224            10,896            11,554
11/1/94           $ 9,700               --                --                --
12/31/94            9,863             10,263            11,073            11,989
6/30/95            10,694             11,407            12,865            13,928
12/31/95           11,447             11,980            13,798            15,366
6/30/96            11,356             11,933            14,730            17,022
</TABLE>


<TABLE>
<CAPTION>
                       SMALL                             GLOBAL
                        CAP         INTERNATIONAL      CONTRARIAN
                        ---         -------------      ----------
<C>                   <C>              <C>              <C>
8/18/92                  --               --               --
12/31/92                 --               --               --
4/30/93                  --            $ 9,500             --
6/30/93                  --              9,435             --
12/31/93                 --             12,271             --
6/30/94                  --             13,270             --
11/1/94               $ 9,500             --            $ 9,500
12/31/94                9,537           13,443            9,145
6/30/95                10,343           14,086            9,781
12/31/95               11,979           15,061           10,523
6/30/96                12,835           16,713           11,526
</TABLE>


                                       9
<PAGE>   10
<TABLE>
<CAPTION>
                       LEHMAN           LEHMAN
                     MUNICIPAL       INTERMEDIATE       S&P 500
                     ---------       ------------       -------
<C>                   <C>              <C>              <C>
8/18/92                  --            $10,000          $10,000
12/31/92                 --             10,200           10,452
4/30/93                  --               --               --
6/30/93                  --             10,842           10,966
12/31/93                 --             11,105           11,353
6/30/94                  --             10,814           10,814
11/1/94               $10,000             --               --
12/31/94               10,035           10,891           11,290
6/30/95                11,003           11,937           13,571
12/31/95               11,787           13,134           16,028
6/30/96                11,734           13,013           17,643
</TABLE>


<TABLE>
<CAPTION>
                      RUSSELL           MORGAN          MORGAN
                       2,000             EAFE            WORLD
                       -----             ----            -----
<S>                   <C>              <C>              <C>
8/18/92                  --               --               --
12/31/92                 --               --               --
4/30/93                  --            $10,000             --
6/30/93                  --             10,052             --
12/31/93                 --             10,724             --
6/30/94                  --             11,595             --
11/1/94               $10,000             --            $10,000
12/31/94                9,877           11,481            9,667
6/30/95                11,190           11,683           10,460
12/31/95               12,656           12,957           11,080
6/30/96                13,972           13,543           11,800
</TABLE>


                                       10
<PAGE>   11
                       MANAGEMENT'S DISCUSSION OF ONE FUND
                                   PERFORMANCE
                    (FISCAL YEAR JULY 1995 THROUGH JUNE 1996)

                           Economic conditions in the U.S. were favorable in the
                           second half of 1995 with rising sales, strong
                           corporate earnings, declining interest rates and low
                           inflation. Stocks and bonds advanced strongly, but,
                           foreign markets were generally more volatile and did
                           not share in this rally. As 1995 drew to a close, our
                           economy was growing at a moderate pace. However,
                           inflationary pressures began to be felt in 1996 with
                           growing consumer debt and spending, wage growth,
                           lower savings, higher interest rates and labor
                           shortages. Both domestic and foreign stocks generally
                           finished the fiscal year on a strong note despite
                           increasing price volatility and growing
                           uncertainties. Bond prices weakened in the face of
                           rising interest rates during the first half of 1996.

TAX FREE INCOME PORTFOLIO  The emphasis has been on high quality municipal bonds
                           with intermediate or longer maturities. The average
                           maturity at the end of the fiscal year was 17 years,
                           while short-term balances (short-term debt securities
                           and cash equivalents) were approximately 8% of the
                           portfolio.

INCOME PORTFOLIO           During the fiscal year, purchase activity continued
                           to focus on corporate bonds with 5 to 10 year
                           maturities. The average maturity at the end of the
                           fiscal year was about 7 years. During the fiscal
                           year, short-term balances were decreased from about
                           10% to 2%.

INCOME & GROWTH            During the fiscal year, most purchases were in
PORTFOLIO                  dividend-paying common stocks with moderate growth
                           potential. At the end of the fiscal year, the
                           portfolio was 71% common and preferred stocks, 16%
                           bonds and 13% short-term balances.

GROWTH PORTFOLIO           During the fiscal year, most purchases were in common
                           stocks with above-average growth potential. The
                           portfolio's short-term balances were increased during
                           the year and, at the end of June 1996, the portfolio
                           was 89% invested in common and preferred stocks.

SMALL CAP PORTFOLIO        The portfolio continued to purchase stocks of small
                           to medium sized companies with moderate to above
                           average growth potential. At the end of the fiscal
                           year, the portfolio was 91% common and preferred
                           stocks and 9% short-term balances.


                                       11
<PAGE>   12
INTERNATIONAL PORTFOLIO    During the fiscal year, SGAM remained cautious while
                           continuing to seek investment opportunities in
                           specific stocks expected to provide good value and
                           attractive long-term returns. Foreign stocks remained
                           at approximately 89% of assets during the fiscal year
                           while most of the remainder consisted of foreign
                           short-term investments and convertible debentures.

GLOBAL CONTRARIAN          This portfolio has maintained a significant exposure
PORTFOLIO                  to both U.S. and foreign "hard asset"
                           commodity-related stocks based on SGAM's belief that
                           this category, having performed poorly in recent
                           years, will rebound. In fact, this category did begin
                           to perform better in the first quarter of 1996, but
                           remained uncertain as the fiscal year ended. The
                           portfolio was, at fiscal year-end, invested
                           approximately 34% in U.S. stocks, 50% in foreign
                           stocks, 6% in domestic short-term balances and 10% in
                           foreign bonds.


                           ABOUT ONE FUND

                           ONE Fund was incorporated in Maryland on April 24,
                           1992. It is an open-end management investment
                           company, commonly called a "mutual fund". ONE Fund
                           has 9 fully diversified portfolios as described
                           below. Equity interests in each portfolio are
                           represented by a separate class of ONE Fund's capital
                           shares having a par value of one tenth of one cent
                           per share.

Shares of each portfolio   All shares of all portfolios have one vote per share
participate equally in     and are freely transferable, except that only shares
its assets and dividends.  of a particular portfolio are entitled to vote on
                           matters affecting only that portfolio. Approval of
                           certain matters by a vote of all ONE Fund
                           shareholders may not be binding on a portfolio whose
                           shareholders have not approved that matter. Each
                           share of each portfolio is entitled to participate
                           equally in its dividends, distributions and net
                           assets.

                           The Adviser is a wholly-owned subsidiary of The Ohio
                           National Life Insurance Company ("ONLI"). They and
                           other Ohio National companies are located at One
                           Financial Way, Cincinnati, Ohio 45242.

Each portfolio has its     Each portfolio of ONE Fund has a different investment
own investment objectives  objective and pursues that objective through its own
and policies.              investment policies. These differences mean that the
                           total returns and risks for each portfolio will be
                           different. Of course, the achievement of investment
                           objectives cannot be assured because of the risks of
                           fluctuating prices of the underlying securities.


                                       12
<PAGE>   13
                           The investment objectives and the fundamental
                           investment restrictions (which are described in the
                           Statement of Additional Information) for each
                           portfolio can only be changed if approved by a vote
                           of the shareholders of the affected portfolio. All
                           other investment practices may be changed by ONE
                           Fund's Board of Directors.

MONEY MARKET PORTFOLIO     The objective of the Money Market Portfolio is to
Current income,            provide current income consistent with preservation
preservation of capital    of capital and liquidity. Essentially all the assets
and liquidity.             of this portfolio will be invested in high quality
                           cash equivalent securities maturing in 13 months or
                           less, including securities issued by (or guaranteed
                           by) the U.S. Government or its agencies or
                           instrumentalities, commercial paper, corporate bonds
                           and notes, certificates of deposit, bankers'
                           acceptances and repurchase agreements. Commercial
                           paper consists of unsecured promissory notes issued
                           by corporations to finance short-term credit needs.

                           The dollar-weighted average maturity of all
                           securities in this portfolio will never be more than
                           90 days. The Statement of Additional Information
                           provides a more complete description of the types of
                           financial instruments in which this portfolio may
                           invest.

Money Market Portfolio     The Money Market Portfolio offers a high degree of
risk factors.              safety (although not guaranteed), but little
                           opportunity for above-average long-term return.
                           Income will fluctuate with changes in the level of
                           short-term interest rates.

                           ONE Fund intends to maintain the net asset value of
                           the Money Market Portfolio at a constant $1 per share
                           by paying out all income in the form of daily share
                           dividends. To avoid fluctuations in the prices of
                           portfolio securities, ONE Fund intends to hold all
                           securities in this portfolio to maturity and to value
                           securities based on the amortized-cost method.

                           At least 95% of the assets of the Money Market
                           Portfolio will be invested in "first-tier" short-term
                           debt instruments. Purchases of other short-term debt
                           instruments of a single issuer will be limited to the
                           greater of 1% of its total assets or $1 million. In
                           addition to U.S. Government securities, the first
                           tier includes commercial paper, certificates of
                           deposit and bankers' acceptances that have received
                           the highest rating by any two nationally recognized
                           statistical rating organizations ("NRSROs"), or the
                           highest rating by one NRSRO if that is the only NRSRO
                           having rated the security, or whose issuer has
                           received such a rating or ratings with respect to a
                           class of short term debt obligations that is now
                           comparable in priority and security to those to be
                           purchased.


                                       13
<PAGE>   14
TAX-FREE INCOME PORTFOLIO     The objective of the Tax-Free Income Portfolio is
High current income exempt    to provide high current income exempt
from federal income taxes.    from federal income taxes. Preservation of capital
                              is a secondary objective.

                              Normally, substantially all (at least 85%) of the
                              assets of this portfolio will be invested in
                              investment grade municipal securities. As a
                              temporary defensive measure, during times of
                              adverse market conditions, up to 50% of the
                              portfolio's assets may be invested in short-term
                              securities, including those which are not
                              municipal securities. Interest income from
                              investments other than municipal securities will
                              be taxable to you as ordinary income.

                              Municipal securities are debt obligations issued
                              by or on behalf of states, cities, municipalities
                              and other public authorities. The two principal
                              classifications of municipal securities that may
                              be held by the Portfolio are "general obligation"
                              securities and "revenue" securities. General
                              obligation securities are secured by the issuer's
                              pledge of its full faith, credit and taxing power
                              for the payment of principal and interest. Revenue
                              securities are payable only from the revenues
                              derived from a particular facility or class of
                              facilities or, in some cases, from the proceeds of
                              a special excise tax or other specific revenue
                              source such as the user of a facility being
                              financed. Revenue securities may include private
                              activity bonds. Such bonds may be issued by or on
                              behalf of public authorities to finance various
                              privately operated facilities and are not payable
                              from the unrestricted revenues of the issuer. As a
                              result, the credit quality of private activity
                              bonds is frequently related directly to the credit
                              standing of private corporations or other
                              entities. In addition, the interest on private
                              activity bonds issued after August 7, 1986 is
                              subject to the federal alternative minimum tax.
                              For this reason, the Portfolio will not invest
                              more than 5% of its assets in such obligations.

Investment grade              This portfolio will only purchase investment grade
Municipal securities.         securities. Generally, bonds rated in one of the
                              top four rating categories are considered
                              investment grade. No more than 25% of its assets
                              may be invested in securities having, at the time
                              of purchase, the fourth highest rating (Baa by
                              Moody's and BBB by Standard & Poor's).

Tax-Free Income               The financial risk for this portfolio is kept
Portfolio risk factors.       fairly low by restricting purchases to investment
                              grade securities and further restricting the
                              purchase of securities in the fourth highest
                              rating category to a maximum of 25% of assets.
                              Securities in the fourth highest category, while
                              considered investment grade, may have some
                              speculative characteristics and the issuer's
                              ability to pay interest or repay principal may be
                              weaker under adverse economic conditions or
                              changing circumstances.



                                       14
<PAGE>   15
                              The degree of market risk for debt securities
                              increases with the length of time remaining to
                              their maturity. During periods of rising interest
                              rates, the market prices of all income producing
                              securities tend to decline. Conversely, when
                              interest rates fall, the market prices of such
                              securities tend to rise. The values of such
                              securities will also vary as a result of changing
                              economic conditions or changing evaluations by
                              investors and rating organizations of the ability
                              of the issuers to meet interest and principal
                              payments. Thus, there is always a risk of
                              principal loss or gain associated with the
                              portfolio. However, changes in the values of
                              municipal securities held by the portfolio will
                              not affect income derived from those securities
                              unless the issuer defaults on its interest
                              payments.

                              From time to time, proposals have been introduced
                              before Congress for the purpose of restricting or
                              eliminating the federal income tax exemption for
                              interest on municipal securities.


INCOME PORTFOLIO              The objective of the Income Portfolio is to
High current income and       provide high current income. Preservation of
preservation of capital.      capital is a secondary objective. The Adviser will
                              seek to preserve capital by shortening the average
                              maturity of this portfolio during times of
                              volatile interest rates. Shorter maturities reduce
                              exposure to interest risk and correspondingly
                              reduce the risk of loss of capital.

                              Normally, at least 85% of the assets of this
                              portfolio will be invested in investment-grade
                              fixed income securities and the equivalent,
                              including corporate bonds, securities issued by
                              (or guaranteed by) the U.S. Government or its
                              agencies or instrumentalities, mortgage-backed
                              securities, and cash equivalents. The remainder
                              may be invested in below-investment-grade
                              corporate bonds. Generally, bonds rated in one of
                              the top four rating categories are considered
                              investment grade. However, those in the fourth
                              highest category (Moody's Baa or Standard & Poor's
                              BBB) may have speculative characteristics and the
                              issuer's ability to pay interest or repay
                              principal under adverse economic conditions or
                              changing circumstances may be weaker.

                              While this portfolio may invest in high-yield, or
                              "junk" bonds, at no time will any such bond be
                              purchased if it would result in more than 15% of
                              the assets of this portfolio being represented by
                              such securities. Bonds rated below the second
                              highest below-investment grade category (B) by
                              Moody's or Standard & Poor's will not be
                              purchased.


                                       15
<PAGE>   16
Income Portfolio              The Income Portfolio is primarily invested in
risk factors.                 securities that the Adviser believes present
                              relatively low risk. To the extent deemed prudent,
                              the Adviser will also seek to increase the income
                              to this portfolio by positioning no more than 15%
                              of its assets in junk bonds, provided that the
                              differences in yield appear to be sufficient to
                              justify the higher risks involved. The market
                              value of such a security is likely to fluctuate
                              more than that of an investment grade bond,
                              especially during periods of economic uncertainty
                              or when the issuer's ability to pay the interest
                              or principal might be in doubt. At times when an
                              issuer's credit-worthiness is not perceived to be
                              sound, the portfolio's ability to sell the
                              security or to obtain current pricing information
                              might also be impaired.

                              With debt securities, the degree of financial risk
                              generally increases the lower the security is
                              rated, and the degree of market risk increases
                              with the length of time remaining to maturity.
                              During periods of rising interest rates, the
                              market prices of all income producing securities
                              will tend to decline. Conversely, when interest
                              rates fall, the market prices of such securities
                              will tend to rise. Thus, there is always a risk of
                              principal loss or gain associated with this
                              portfolio. In addition, changes in economic
                              conditions in general, or changes in an issuer's
                              financial condition, might impair the ability of
                              an issuer to timely pay interest and principal,
                              thus adversely affecting the market price of such
                              securities.


INCOME & GROWTH               The objective of the Income & Growth Portfolio is
PORTFOLIO                     to provide moderate income with the potential for
Moderate income with the      increasing income over time. Growth of capital is
potential for increasing      also a primary objective.
income and growing capital.
                              At least 90% of the assets of this portfolio will
                              be invested in income producing securities.
                              Normally, at least 50% of the assets will be
                              invested in dividend-paying common stocks. The
                              remaining assets will be invested in preferred
                              stocks, corporate bonds, convertible bonds,
                              securities issued by (or guaranteed by) the U.S.
                              Government or its agencies or instrumentalities,
                              mortgage-backed securities, or cash and cash
                              equivalents. See the discussion of investment
                              grade bonds under "Income Portfolio," above.

Income & Growth               The risk factors related to the Income Portfolio
Portfolio risk factors.       will also apply to the debt security portion of
                              this portfolio, and the risk factors related to
                              the Growth Portfolio will apply to the stock
                              portion of this portfolio. However, market risk
                              factors for debt securities and stocks often (but
                              not always) tend to offset each other.


                                       16
<PAGE>   17
GROWTH PORTFOLIO              The objective of the Growth Portfolio is to
Long-term growth.             provide long-term capital growth. Current income
                              is incidental to the objective of capital growth.

                              Normally, at least 90% of the assets of this
                              portfolio will be invested in common stocks and
                              securities convertible into common stocks.
                              Selection of stocks is not limited with regard to
                              whether the stocks are exchange-listed or
                              dividend-paying or whether they are issued by
                              companies of any particular size. The remaining
                              assets will be held in preferred stocks,
                              investment grade corporate bonds, U.S. Government
                              securities, or short term obligations and cash
                              equivalents.

                              There may be circumstances where the Adviser deems
                              it prudent to temporarily invest a larger portion
                              of the assets in cash or cash equivalents for
                              defensive purposes or to meet anticipated
                              redemption requests.

Growth Portfolio              Stocks are selected for this portfolio based on
risk factors.                 their equity characteristics. Securities ratings
                              are generally not a factor in stock selection.
                              While common stocks offer greater opportunities
                              than other securities for long-term total return,
                              their prices are subject to substantial
                              fluctuation. Among factors affecting stock prices
                              in general are economic and financial trends,
                              expectations about business activity, and
                              anticipation of changes in corporate earnings.

CORE GROWTH PORTFOLIO         The objective of the Core Growth Portfolio is to
Long-term capital             provide long-term capital appreciation by
appreciation.                 investing primarily in equity securities of large,
                              medium and small companies that PBA believes have
                              strong earnings growth and long-term capital
                              appreciation prospects. PBA seeks companies poised
                              for rapid growth that have a history of
                              above-average earnings growth, demonstrate the
                              ability to sustain that growth, and operate in
                              industries or markets experiencing increased
                              demand for their products or services.

PBA's investment              In managing the Core Growth Portfolio, PBA uses
process.                      both quantitative and fundamental processes
                              focusing on quality earnings growth. PBA begins by
                              creating a universe of rapidly growing companies
                              having desired quality characteristics. Using
                              proprietary software and research models that
                              incorporate attributes of successful growth (such
                              as positive earnings surprises, upward earnings
                              estimate revisions, and accelerating sales and
                              earnings growth), PBA creates a universe of
                              growing companies. Then, using fundamental
                              research, PBA evaluates each company's earnings
                              quality and assesses the sustainability of the
                              company's current growth trends. Through this
                              highly disciplined process, PBA seeks to construct
                              an investment portfolio having strong growth
                              characteristics.


                                       17
<PAGE>   18
Core Growth Portfolio         This portfolio's investments in small and medium
risk factors.                 capitalization companies may experience greater
                              price volatility than portfolios investing
                              primarily in larger, more established companies.
                              Because the universe of companies in which this
                              portfolio invests will experience stock price
                              volatility, it is important that investors
                              maintain a long-term investment perspective. There
                              can be no assurance that PBA's techniques will be
                              successful.


SMALL CAP PORTFOLIO           The objective of the Small Cap Portfolio is to
Capital growth through        provide maximum capital growth by investing
stocks of small and medium    primarily in common stocks of small and medium
sized companies.              sized companies.  Ordinarily, these companies are
                              not listed on a national securities exchange but
                              will be traded over the counter.

                              Under normal market conditions, at least 65% of
                              this portfolio's assets will be invested in common
                              stocks of companies with market capitalizations of
                              less than $1 billion. However, under unusual
                              market conditions, it may temporarily invest more
                              than 35% of its assets in larger companies if they
                              appear to present better prospects for capital
                              appreciation.

Small Cap Portfolio           Investments in this portfolio generally involve a
risk factors.                 high degree of market and financial risk. Small
                              and medium sized companies selected for this
                              portfolio are generally those that are still in
                              the developing stages of their life cycles and are
                              able to achieve rapid growth in sales, earnings
                              and share prices. Investments in these companies
                              involve greater risk than is customarily
                              associated with more established companies because
                              smaller or newer companies often (a) are dependent
                              on one-person management, (b) have limited product
                              lines, markets or financial resources, (c) their
                              securities may have limited marketability, and (d)
                              the price of their common stock may be subject to
                              more abrupt or erratic movements than securities
                              of larger, more established companies or the
                              market averages.


INTERNATIONAL PORTFOLIO       The objective of the International Portfolio is to
Long-term growth              provide long-term capital growth by investing
through foreign stocks.       primarily in common stocks (and securities
                              convertible into common stocks) of foreign
                              companies. This portfolio may also invest in
                              fixed-income securities of foreign issuers. When
                              deemed appropriate for temporary defensive
                              purposes, it may invest in short-term debt
                              instruments of U.S. or foreign issuers, in U.S.
                              Government obligations, or in U.S. common stocks.


                                       18
<PAGE>   19
                              As a nonfundamental policy, this portfolio will
                              not invest more than 20% of its assets in
                              securities of issuers located in any one foreign
                              country, except that up to an additional 5% of its
                              assets may be invested in securities of issuers
                              located in each of any three of Australia, Canada,
                              France, Germany, Japan or the United Kingdom.
                              While there is no restriction limiting the
                              countries in which the portfolio may invest, it
                              normally will invest only in countries with
                              developed securities markets and developed or
                              developing economies, and for which the Board of
                              Directors has specifically approved custody
                              arrangements.

International Portfolio       This portfolio provides a means for you to
risk factors.                 diversify your investments by participating in
                              companies and economies outside the U.S. However,
                              as described below, investing in foreign
                              securities may involve a greater degree of risk
                              than investing in domestic securities. See the
                              discussion of risk factors under "Foreign
                              Securities" on page 21.


GLOBAL CONTRARIAN             The objective of the Global Contrarian Portfolio
PORTFOLIO                     is to provide long-term growth of capital by
Long-term growth.             investing in foreign and domestic securities that,
Foreign and domestic          in the judgment of the portfolio manager, are
undervalued or out-of-favor   undervalued or presently out of favor with other
securities.                   investors, including securities that are presently
                              trading below their historic prices, but have
                              positive prospects for eventual recovery. While
                              this portfolio will primarily invest in common
                              stocks (and securities convertible into common
                              stocks), it may also invest in fixed income
                              securities that appear to be undervalued or out of
                              favor. Not more than 20% of the Portfolio's assets
                              may be invested in fixed income securities rated
                              below investment grade. Under normal market
                              conditions, at least 65% of the Portfolio's assets
                              will be invested in conformity with its investment
                              objectives.

                              As a nonfundamental policy, this portfolio will
                              not invest more than 20% of its assets in
                              securities of issuers located in any one foreign
                              country, except that up to an additional 5% of its
                              assets may be invested in securities of issuers
                              located in each of any three of Australia, Canada,
                              France, Germany, Japan or the United Kingdom.
                              There is no other restriction limiting the
                              countries in which the portfolio may invest, but
                              it will only invest in countries for which the
                              Board of Directors has specifically approved
                              custody arrangements.


                                       19
<PAGE>   20
Global Contrarian             A substantial portion of this portfolio (not less
Portfolio risk factors.       than 25%) will be invested in foreign securities,
                              in at least three countries, under normal market
                              conditions. To that extent, the risk factors
                              described under "Foreign Securities" will apply.
                              See page 21. Fixed income securities rated below
                              investment grade present the higher risk
                              characteristics described under "Income Portfolio
                              risk factors" on page 16. In addition,
                              "contrarian" investing generally involves
                              substantial risks, particularly in the short term.
                              Companies or market segments that appear to be
                              undervalued or are out of favor with investors may
                              remain so for an extended period of time or may
                              never recover. Investors should only consider this
                              portfolio for long-term investments and to the
                              extent that they are willing to be exposed to a
                              higher degree of risk than is present with the
                              other portfolios.

DIVERSIFICATION               Each portfolio is fully diversified.  No more than
No more than 5% will          5% of the value of the total assets of each
be invested in one company    portfolio, as of the time any portfolio security
and 25% in one industry.      is purchased, will be invested in the securities
                              of any one issuer. No more than 25% of the value
                              of the total assets of each portfolio, as of the
                              time any portfolio security is purchased, will be
                              invested in any one industry. For the Money Market
                              Portfolio, these restrictions do not apply to U.S.
                              Government securities, and the "industry"
                              restriction does not apply to financial
                              institutions or, with respect to the Tax-Free
                              Income Portfolio, to municipal securities (other
                              than industrial revenue bonds). Each portfolio
                              other than the Money Market and Tax-Free Income
                              Portfolios, to the limited extent permitted by its
                              investment restrictions and applicable law,
                              reserves the right to purchase securities of
                              closed-end investment companies with appropriate
                              investment restrictions.

CREDIT AND MARKET RISKS       All securities are subject, to some degree, to
                              credit risk and market risk. Credit risk refers to
                              the ability of an issuer of a debt security to pay
                              its principal and interest, and to the earnings
                              stability and overall financial soundness of an
                              issuer of an equity security. Market risk refers
                              to the volatility of a security's price in
                              response to changes in conditions in securities
                              markets in general and, particularly in the case
                              of debt securities, changes in the overall level
                              of interest rates. Higher risk levels are usually
                              equated to higher potential total return, but
                              higher risk investments have a greater potential
                              for loss as well.

                              Generally, the greatest degree of market and
                              credit risk can be expected with the International
                              Portfolio, and the lowest degree of such risks can
                              be expected with the Money Market Portfolio. A
                              more detailed summary of risk factors is contained
                              in the Statement of Additional Information.


                                       20
<PAGE>   21
FOREIGN SECURITIES            The Income, Income & Growth, Growth, Core Growth
Up to 20% may be              and Small Cap Portfolios may each invest up to 20%
invested in other countries.  of its assets in the securities of foreign issuers
                              (including private issuers and foreign governments
                              or political subdivisions, agencies or
                              instrumentalities of foreign governments),
                              American Depository Receipts, and the securities
                              of United States domiciled issuers that are
                              denominated in foreign currency. The Money Market
                              Portfolio may invest up to 50% of its assets in
                              such securities, provided they are denominated in
                              U.S. dollars and held in custody in the United
                              States. The Tax-Free Income Portfolio will not
                              invest in foreign securities. At least 25% of
                              Global Contrarian Portfolio assets, and normally
                              all of International Portfolio assets, will be
                              invested in foreign securities at all times.

Foreign Securities            Investments in foreign securities involve added
risk factors.                 risk factors. These factors include changes in
                              currency exchange rates, currency exchange control
                              regulations, the possibility of seizure or
                              nationalization of companies, political or
                              economic instability, imposition of unforeseen
                              taxes, the possibility of financial information
                              being difficult to obtain or difficult to
                              interpret under foreign accounting standards, the
                              necessity of trading in markets that in relation
                              to U.S. markets may be more volatile or less
                              efficient and have available less information
                              concerning issuers, or the imposition of other
                              restraints that might adversely affect
                              investments.

                              Except for the International and Global Contrarian
                              Portfolios, foreign investments will not normally
                              constitute a substantial portion of ONE Fund
                              assets. However, the Adviser may invest in foreign
                              securities whenever deemed prudent, particularly
                              when deemed advantageous to offset market or
                              economic factors prevailing in the U.S. In
                              addition, a number of large, multi-national
                              foreign corporations have a substantial business
                              presence in the U.S. and their securities are
                              widely traded in this country.

HEDGING TRANSACTIONS          Each portfolio, other than the Money Market
Hedging transactions seek     Portfolio, for hedging purposes, may (a) write
to limit portfolio            call options traded on a registered national
volatility.                   securities exchange, if the portfolio owns the
                              underlying securities, and purchase call options
                              for the purpose of closing out options it has
                              written, (b) purchase put options on securities
                              owned, and sell such options in order to close its
                              positions in put options, (c) purchase and sell
                              financial futures contracts and options thereon,
                              (d) purchase and sell financial index options, and
                              (e) engage in forward foreign currency contracts,
                              foreign currency options and foreign currency
                              futures contracts in connection with the purchase,
                              sale or ownership of specific securities. However,
                              no option or futures contract shall be


                                       21
<PAGE>   22
                              purchased or sold if, as a result, more than
                              one-third of the total assets of a portfolio would
                              be hedged by options or futures contracts, and no
                              more than 5% of the total assets, at market value,
                              of a portfolio may be used for premiums on open
                              options and initial margin deposits on futures
                              contracts, and not more than 5% of portfolio's
                              assets may be invested in foreign currency hedging
                              transactions. Each type of instrument listed above
                              is commonly known as a "derivative" instrument and
                              involves risks even when used solely for hedging
                              purposes. Hedging transactions and their
                              associated risks are more fully described in the
                              Statement of Additional Information.


                              DIVIDENDS, DISTRIBUTIONS AND TAXES
                              Each portfolio intends to qualify as a regulated
                              investment company under Subchapter M of the
                              Internal Revenue Code. It is ONE Fund's policy to
                              comply with the provisions of the Code regarding
                              distributions of net investment income and net
                              realized capital gains so that ONE Fund will not
                              be subject to federal income tax on amounts
                              distributed. Consequently, ONE Fund distributes to
                              its shareholders each year substantially all of
                              its net investment income and net realized capital
                              gains (if any).

                              ONE Fund shareholders are taxed on distributed
                              income and capital gains. To the extent that
                              Tax-Free Income Portfolio dividends are derived
                              from tax-exempt interest, they are exempt from
                              federal income tax, but you are still required to
                              report them as tax-exempt interest income on your
                              tax return. Shareholders who are not subject to
                              income tax would not be required to pay tax on
                              amounts distributed to them. ONE Fund will inform
                              shareholders of the amount and federal income tax
                              status of distributed income and capital gains.

Money Market,                 For the Money Market, Tax-Free Income, and Income
Tax-Free Income,              Portfolios, all of the undistributed net income
and Income Portfolio          is accrued as daily dividends to shareholders of
dividends are accrued         record immediately before each computation of the
daily and paid monthly.       net asset value of these portfolios. Dividends
                              (representing net investment income) will normally
                              be paid monthly to shareholders of those 3
                              portfolios.

Dividends for the other       Dividends will normally be paid at the end of
portfolios are paid at        March, June, September and December to Income &
the end of each quarter.      Growth, Growth, Core Growth, Small Cap,
                              International. and Global Contrarian Portfolio
                              shareholders. Any net realized capital gains for
                              all portfolios will be distributed annually.
                              However, ONE Fund's Board of Directors may declare
                              such dividends at other intervals.


                                       22
<PAGE>   23
                              ONE FUND MANAGEMENT

The Directors are             The Board of Directors is responsible for ONE
elected by the shareholders   Fund's overall management and direction. The Board
and are responsible for       approves all significant agreements including
overall management.           those with the Adviser, the Core Growth
                              Portfolio's subadviser (PBA), the International
                              and Global Contrarian Portfolios' subadviser
                              (SGAM), ONE Fund's principal underwriter (ONESCO),
                              its custodians (Investors Fiduciary Trust Co. for
                              the International and Global Contrarian Portfolios
                              and The Provident Bank for the other portfolios),
                              and its transfer agent (The Provident Bank). Board
                              members are elected by the shareholders for
                              three-year terms. Shareholder meetings are
                              normally held every 3 years. As a result of ONLI's
                              ownership of ONE Fund shares, it is a controlling
                              person of each portfolio of ONE Fund other than
                              the International Portfolio.

THE ADVISER                   The Adviser manages the investment and
                              reinvestment of ONE Fund assets, subject to the
                              supervision of the Board of Directors.

                              The Adviser also serves as the investment adviser
                              to Ohio National Fund, Inc. It has served in both
                              advisory capacities since May 1, 1996. The
                              Adviser's predecessor, O.N. Investment Management
                              Company, was the investment adviser to ONE Fund
                              since ONE Fund's inception in 1992 and to Ohio
                              National Fund, Inc. since its inception in 1970.
                              The Adviser, like its predecessor, uses ONLI's
                              investment personnel and administrative systems.

ONE Fund's Portfolio          The individuals primarily responsible for the
Managers.                     day-to-day management of ONE Fund's portfolios
                              from their inception are Joseph Brom, Michael
                              Boedeker, Stephen Williams, James McCall, and
                              Jean-Marie Eveillard.

                              Joseph Brom is president of the Adviser and senior
                              vice president and chief investment officer of
                              ONLI. He oversees the management of the Money
                              Market, Tax-Free Income, Income, Income & Growth,
                              Growth and Small Cap Portfolios. He is a chartered
                              financial analyst with a bachelor's degree in
                              economics and finance and a law degree from the
                              University of Wisconsin. He has been an investment
                              officer of ONLI since 1975 and previously had 15
                              years of experience in securities management.

                              Michael Boedeker, a vice president of the Adviser,
                              manages the Money Market, Tax-Free Income, and
                              Income Portfolios. He is a chartered financial
                              analyst with a bachelor's degree in business and a
                              master of business administration degree in
                              finance from Indiana


                                       23
<PAGE>   24
                                University. He has been vice president of fixed
                                income securities for ONLI since 1989 and
                                previously had over 20 years of experience in
                                fixed income securities and mutual fund
                                management, most recently as senior vice
                                president and chief investment office of Mutual
                                Security Life Insurance Co. for more than 5
                                years.

                                Stephen Williams, a vice president of the
                                Adviser, manages the Income & Growth, Growth,
                                and Small Cap Portfolios. He has a bachelor's
                                degree in finance from the University of
                                Cincinnati. He has been an investment analyst
                                and director of securities for ONLI since 1977.

                                James McCall manages the Core Growth Portfolio.
                                He has been a portfolio manager with PBA since
                                1994. For nine years prior to that he was a
                                portfolio manager with First National Bank of
                                Maryland. Mr. McCall is a chartered financial
                                analyst. He has a bachelor's degree from the
                                Philadelphia College of Pharmacy & Science and
                                masters degrees in pharmacy and business
                                administration from the University of Utah. He
                                spent ten years as a pharmacist before entering
                                the investment field.

                                Jean-Marie Eveillard, president of SGAM, manages
                                the International and Global Contrarian
                                Portfolios. He is a graduate of the Ecole des
                                Hautes Etudes Commerciales in Paris. He has been
                                president of SoGen International Fund since 1984
                                and for 21 years prior to that had been a
                                securities analyst and mutual fund manager of
                                Societe Generale and SoGen International Fund.

THE ADVISER'S                   The Adviser's basic mutual fund investment
INVESTMENT STYLE                philosophy is to seek value at reasonable
                                prices. This philosophy is implemented through
                                both macroeconomic and microeconomic analyses
                                using both quantitative and qualitative
                                measurements.

The Adviser's value investing   The macroeconomic (top-down) analysis generates
style uses both a top-down and  a forecast based on economic, political and
a bottom-up approach.           demographic trends. This macro view identifies
                                those business sectors and industries most
                                likely to benefit from expected conditions or
                                events. Once these sectors and industries are
                                determined, a universe of potential investments
                                is selected. The macroeconomic analysis also
                                tests the reasonableness of current securities
                                valuations in anticipation of short-term and
                                intermediate-term capital market movements.

                                The microeconomic (bottom-up) analysis of the
                                selected universe of securities is carried out
                                jointly by the Adviser's securities analysts and
                                portfolio managers.


                                       24
<PAGE>   25
Stock selection is based        Stock selection is determined primarily through
on fundamental research         fundamental research. Through both proprietary
and technical indicators.       and nonproprietary research capabilities, the
                                Adviser anticipates a company's future earnings
                                potential. Then, certain quantitative factors
                                are reviewed to assure that the stock's current
                                price is consistent with its historical range
                                and earnings potential. These and other
                                technical indicators are reviewed to gain an
                                understanding of how investors perceive the
                                stock relative to its industry and the overall
                                market.

Bond selection is based on      Bond selection is determined primarily through
credit analysis and interest    credit analysis. Initially, credit analysis
rate forecasts.                 evaluates the probability that the issuer will
                                meet its scheduled interest and principal
                                payments. This requires the Adviser to conduct
                                industry-, company- and indenture-specific
                                analyses. A second dimension of bond selection
                                is to anticipate bond price movements which are
                                caused by changes in prevailing interest rates.

The Adviser uses                The value investing approach is used by the
sell disciplines.               Adviser both to determine securities to be
                                acquired and those to be sold.


THE ADVISER'S                   ONE Fund pays the Adviser a quarterly management
COMPENSATION                    fee as compensation for its investment advisory
                                services. The fee is based on the average daily
                                net asset value of each portfolio's assets.
                                Presently the fee, as an annualized percentage
                                of net assets, after any applicable voluntary
                                fee waiver, is 0.15% for the Money Market
                                Portfolio, 0.45% for the Tax-Free Income
                                Portfolio, 0.35% for the Income, Income &
                                Growth, and Growth Portfolios, 0.95% for the
                                Core Growth Portfolio, 0.50% for the Small Cap
                                Portfolio, and 0.90% for the International and
                                Global Contrarian Portfolios.

                                The Adviser is now waiving 0.15% of the fees to
                                which it is entitled from the Money Market,
                                Tax-Free Income, Income, Income & Growth, Growth
                                and Small Cap Portfolios, but it may cease those
                                waivers, in whole or in part, without prior
                                notice.


                                       25
<PAGE>   26
PBA                             PBA manages the assets of the Core Growth
Sub-adviser for the             Portfolio under the Adviser's supervision.  PBA
Core Growth Portfolio.          is located at 1255 Drummer's Lane in Wayne,
                                Pennsylvania. Its controlling shareholder is
                                United Asset Management Corp. located in Boston,
                                Massachusetts. With its predecessors, PBA has
                                been an investment adviser since 1982 and it
                                manages the PBHG mutual funds. The Adviser pays
                                PBA, for its services as sub-adviser, a fee at
                                an annual rate of 0.75% of the average daily net
                                asset value of the first $50 million of Core
                                Growth Portfolio assets, 0.70% of the next $100
                                million and 0.50% of Portfolio assets in excess
                                of $150 million.

SGAM                            SGAM manages the assets of the International and
Sub-adviser for the             Global Contrarian Portfolios under the Adviser's
International and Global        supervision. SGAM is located at 1221 Avenue of
Contrarian Portfolios.          the Americas in New York City and is owned by
                                Societe Generale, one of the largest banks in
                                Europe. SGAM and its predecessors have been
                                investment advisers to international mutual
                                funds since 1970. The Adviser pays SGAM, for its
                                services as sub-adviser, fees at an annual rate
                                of 0.75% of the average daily net asset value of
                                the International and Global Contrarian
                                Portfolios.

CUSTODY OF ASSETS               The Provident Bank, One East Fourth Street,
                                Cincinnati, Ohio 45202, is the custodian for all
                                ONE Fund assets except those of the
                                International and Global Contrarian Portfolios.
                                The assets of those two portfolios are in the
                                custody of Investors Fiduciary Trust Company,
                                127 West Tenth Street, Kansas City, Missouri
                                64105. For assets held outside the United
                                States, Investors Fiduciary Trust Company enters
                                into subcustodial agreements, subject to
                                approval by the Board of Directors. The
                                Provident Bank also serves as ONE Fund's
                                transfer agent and its agent for bookkeeping,
                                dividend disbursing and certain shareholder
                                services.



                                BUYING SHARES

                                ONE Fund's shares are continuously offered
                                through its principal underwriter, ONESCO, and
                                through other securities dealers that execute a
                                distribution agreement with ONESCO.

Investments can be              The minimum initial investment is $500.
as small as $50.                Subsequent investments must be at least $50.
                                These minimums may be waived when the shares are
                                purchased through plans providing for regular
                                periodic investments. ONE Fund and ONESCO
                                reserve the right to refuse any purchase order.


                                       26
<PAGE>   27
PURCHASE PRICE                  The net asset value of the shares of each
ONE Fund shares are             portfolio is determined at 4:00 p.m. Eastern
valued each day the             time on each day the New York Stock Exchange is
NYSE is open.                   open for unrestricted trading. The net asset
                                value of each portfolio is computed by dividing
                                the value of the securities in that portfolio
                                plus any cash or other assets less all
                                liabilities of the portfolio, by the number of
                                capital shares outstanding for that portfolio.
                                Securities held by the Money Market Portfolio
                                are valued at amortized cost. Securities held by
                                the other portfolios are valued at current
                                market value.

                                ONE Fund's shares are offered at the public
                                offering price. This is the net asset value per
                                share plus a sales charge, if applicable. The
                                sales charge is a variable percentage of the
                                offering price depending upon the amount of the
                                sale. The Money Market Portfolio seeks to
                                maintain a constant price of $1 per share.

SALES CHARGES                   THE SALES CHARGE DOES NOT APPLY TO THE MONEY
                                MARKET PORTFOLIO.

<TABLE>
<CAPTION>
                       TAX-FREE INCOME AND
                       INCOME PORTFOLIOS                       OTHER PORTFOLIOS
                       -------------------------------------   ----------------------------------------
                       SALES CHARGE AS A % OF:                 SALES CHARGE AS A % OF:
AMOUNT OF              OFFERING     NET AMOUNT      DEALER     OFFERING       NET AMOUNT       DEALER
PURCHASE                 PRICE       INVESTED     CONCESSION     PRICE         INVESTED      CONCESSION
- --------                 -----       --------     ----------     -----         --------      ----------
<S>                       <C>          <C>           <C>         <C>            <C>             <C>
Less than $25,000         3.00%        3.09%         2.80%       5.00%          5.26%           4.70%
$25,000 - $49,999         3.00%        3.09%         2.80%       4.50%          4.71%           4.25%
$50,000 - $99,999         2.50%        2.56%         2.35%       4.00%          4.17%           3.80%
$100,000 - $249,999       2.50%        2.56%         2.35%       3.50%          3.63%           3.35%
$250,000 - $499,999       2.00%        2.04%         1.90%       2.50%          2.56%           2.40%
$500,000 - $999,999       1.50%        1.52%         1.45%       2.00%          2.04%           1.95%
$1,000,000 and over       None*        None*         None**      None*          None*           None**
</TABLE>

*While no initial sales charge is imposed on investments of $1 million or more,
 a contingent deferred sales charge of 0.5% of the amount redeemed (up to 0.5%
 of the amount invested with no initial sales charge) is imposed within 2 years
 of such a purchase. This charge does not apply to amounts held continuously in
 the Money Market Portfolio. See "Redeeming Shares" on page 32.

**ONESCO will pay a dealer concession of 0.50% to securities dealers who
  initiate and are responsible for any purchase of $1 million or more.

                                ONESCO and other qualified dealers are paid a
                                continuing shareholder service fee not to exceed
                                0.30% (0.17% for the Money Market Portfolio)
                                annually to compensate them for providing
                                certain services to shareholders and to promote
                                growth of ONE Fund's assets. These services
                                include submitting purchase and redemption
                                transactions, establishing shareholder accounts
                                and providing information and assistance
                                regarding ONE Fund. The proceeds of ONE Fund's
                                12b-1 Distribution Plan are used only to pay
                                these shareholder service fees.


                                       27
<PAGE>   28
                                REDUCING THE SALES CHARGE

                                For purposes of Right of Accumulation, Combined
                                Purchases and Group Purchases, "holdings" means
                                the current value of your shares at the full
                                offering price. Your registered representative
                                can help you to take advantage of any of the
                                following methods of reducing the sales charge
                                if you qualify. These rights may be requested on
                                your ONE Fund account application.

CONCURRENT PURCHASES            You may qualify for a reduced sales charge by
 ... combining your purchases    combining concurrent products underwritten by
of ONE Fund and contracts       ONESCO or its affiliates (the Ohio National
issued by its affiliates.       companies). A concurrent purchase occurs
                                whenever ONE Fund shares are purchased at any
                                time from the day any Ohio National annuity or
                                insurance policy is applied for until 5 days
                                after that contract is delivered. The amount of
                                the annual (or single) premium of the Ohio
                                National annuity or insurance policy will then
                                be added to the amount of your concurrent ONE
                                Fund purchase to determine the percentage of
                                sales charge to apply to your ONE Fund purchase.

LETTER OF INTENT                You may reduce sales charges on all investments
 ...committing to invest a       by meeting the terms of a nonbinding letter of
certain amount over 13 months.  your intent to invest a certain amount within a
                                13-month period. Shares representing up to 5% of
                                the intended amount will be held in escrow to
                                cover additional sales charges that may be due
                                if your total investments, net of redemptions,
                                over the stated period are insufficient to
                                qualify for a sales charge reduction. You have
                                up to 90 days after investing to sign a letter
                                of intent to reduce the sales charges on your
                                investments including the investments made in
                                the 90 days before the letter. Shares you
                                currently own will apply toward meeting your
                                letter of intent.

RIGHT OF ACCUMULATION           Your sales charge may also be reduced by taking
 ...adding up all your           into account your existing holdings in ONE Fund.
ONE Fund holdings.              Holdings will be valued at the greater of their
                                full offering price at the time a new purchase
                                is made under a right of accumulation or the sum
                                of all your purchases (including reinvested
                                dividends) less any redemptions.

COMBINED PURCHASES              Your sales charge may be reduced by aggregating
 ...with those of your           holdings for the account(s) of you, your spouse,
family members.                 your children and grandchildren. This may
                                include purchases through employee benefit plans
                                such as an IRA, an individual-type 403(b) plan
                                or a single-participant Keogh plan, or by a
                                business solely controlled by these individuals
                                (for example, they own the entire business) or
                                by a trust (or other fiduciary arrangement)
                                solely for the benefit of these individuals.


                                       28
<PAGE>   29
GROUP PURCHASES                 A member of a qualified group may purchase ONE
 ...by members of a              Fund shares at the reduced sales charge
 qualified group.               applicable to the aggregate holdings of the
                                group as a whole. (For example, if members of
                                the group had previously purchased $100,000 of
                                ONE Fund shares and still held those shares, and
                                now were purchasing an additional $25,000, the
                                sales charge would be 3.50%, or 2.50% for the
                                Tax-Free Income and Income Portfolios.)


                                A "qualified group" is one that (a) has been in
                                existence more than 6 months (unless it is a
                                tax-qualified plan), (b) has a purpose other
                                than acquiring mutual fund shares, and (c)
                                satisfies uniform criteria enabling ONESCO to
                                realize economies of scale in its costs of
                                distributing shares. A qualified group must have
                                at least 6 members, must be available to arrange
                                for group meetings between representatives of
                                dealers who sell ONE Fund shares and the
                                members, must agree to include sales literature
                                and other materials relating to ONE Fund in its
                                publications and mailings to members at reduced
                                or no cost to ONE Fund or to dealers that sell
                                its shares, and must seek to arrange for payroll
                                deduction or other bulk transmission of ONE Fund
                                purchases.


GROUP LETTER OF INTENT          Qualified groups may reduce sales charges on all
 ...by qualified groups          investments by meeting the terms of a nonbinding
committing to invest a certain  letter of the group's intention to invest a
amount over 24 months.          certain amount over a 24-month period. Shares
                                representing 5% of the investments of each group
                                member during that period will be held in escrow
                                to cover additional sales charges. The group has
                                up to 90 days after investing to enter into the
                                group letter of intent.


PURCHASES WITHOUT               Within 60 days preceding their purchase of ONE
A SALES CHARGE                  Fund shares, investors who have redeemed an
 ...by redeeming other           investment in another mutual fund that imposed a
shares that had a sales charge. sales charge and which has investment objectives
                                similar to any portfolio(s) of ONE Fund, may
                                purchase ONE Fund shares, up to the amount
                                redeemed, without paying any sales charge.

                                Officers, directors, employees, retirees, agents
                                and registered representatives of the Ohio
                                National companies, any employee benefit plan
                                with respect to them, and their spouses,
                                children and grandchildren, may purchase ONE
                                Fund shares without a sales charge.


                                       29
<PAGE>   30
                                FLEXIBILITY FEATURES

OPEN ACCOUNTS                   Your account is opened in accordance with your
You will receive statements     registration instructions.  It offers many
every quarter.                  features allowing you to change your investment
                                program at any time as circumstances change.
                                Transactions in your account, such as additional
                                investments and dividend reinvestments, will be
                                reflected on regular confirmation statements
                                from The Provident Bank. Any of the following
                                features may be established through your ONE
                                Fund account application or by contacting your
                                registered representative or ONE Fund.


AUTOMATIC INVESTING             You may make regular monthly or quarterly
 ...from your bank account       investments through automatic charges to your
or pay check.                   bank account or, if your employer approves, from
                                your pay check. Once a plan is established, your
                                account will normally be charged on the 1st or
                                15th day of the month, as you choose.


AUTOMATIC REINVESTING           Unless you indicate otherwise in your account
 ...of income and capital gains. application, dividends and capital gains
                                distributions are reinvested in additional
                                shares at no sales charge. You may elect to have
                                dividends and/or capital gains distributions
                                paid to you by check.


CROSS INVESTING                 You may elect to have your dividends or
 ...of income and                dividends and capital gains distributions from
capital gains into              one portfolio invested in another portfolio. To
other portfolios.               use this service, the value of your account in
                                the paying portfolio must be at least $5,000.


TRANSFERRING                    You may transfer your account balances among the
 ...among the                    various portfolios in amounts of at least $50.
9  portfolios.                  There is currently no charge for transfers. The
                                transfer privilege is available in any state
                                where it may legally be made. ONE Fund reserves
                                the right to limit the number, frequency, method
                                or amount of transfers or to impose charges on
                                transfers. Transfers from any portfolio on any
                                one day may be limited to 1% of the previous
                                day's total net assets of that portfolio if ONE
                                Fund or the Adviser, in its or their discretion,
                                believes that the portfolio might otherwise be
                                damaged.


                                       30
<PAGE>   31
TELEPHONE TRANSACTIONS          If you have previously authorized it in writing,
You must preauthorize           you or your registered representative may do the
in writing.                     following transactions by telephoning ONE Fund
                                at 1-800-578-8078:

                                --  Make transfers among the portfolios as
                                    provided above under "Transferring."
                                --  Change the amount of automatic investments,
                                    or discontinue them as provided above under
                                    "Automatic Investing."
                                --  Change your election for payment of
                                    dividends and capital gains as provided
                                    above under "Automatic Reinvesting" and
                                    "Cross Investing."

                                --  Redeem your shares as provided under "By
                                    Telephone" on page 33. Initiate, change or
                                    discontinue automatic redemptions of your
                                    shares as provided under "Automatically" on
                                    page 33.

                                --  Change your address on our records.

                                Telephone transaction requests received after
                                4:00 p.m. Eastern time will be made at the net
                                asset values computed at the close of the
                                following business day. ONE Fund and its
                                transfer agent will honor telephone transaction
                                instructions from anyone giving such
                                instructions who is able to provide the personal
                                identifying information requested, but we
                                reserve the right to refuse to honor any such
                                request if that seems prudent. ONE Fund will use
                                reasonable procedures to confirm that telephone
                                instructions are genuine. If we do not, ONE Fund
                                may be liable for any losses due to unauthorized
                                or fraudulent instructions. ONE Fund will send
                                you a written confirmation of each telephone
                                transaction. During periods of drastic market
                                fluctuations or technical difficulties, it might
                                be difficult to execute telephone transactions.
                                In such situations, you may need to send written
                                instructions to ONE Fund. Telephone transaction
                                privileges may be modified or discontinued at
                                any time.


AUTOMATIC TRANSFERS             You may automatically transfer shares (in
 ... among the 9 portfolios.     increments of $50 or more) among any of the
                                portfolios. This will occur on or about the 10th
                                day of each month. Automatic transfers may be
                                used, for example, to implement a
                                "dollar-cost-averaging" investment strategy.

SALES CHARGE ON                 No sales charge applies for transfers to a
CERTAIN TRANSFERS               portfolio having a sales charge equal to or less
                                than that of the portfolio from which the
                                transfer is made. For transfers from a portfolio
                                with a lower sales charge to one with a higher
                                sales charge, an additional charge is made equal
                                to the difference between the sales charge for
                                the portfolio being purchased and any sales
                                charges that previously applied to the account
                                balance being transferred.


                                       31
<PAGE>   32
CHECK WRITING                   You may write checks against the balance of your
 ...for the Money Market         Money Market Portfolio account.  Checks will be
   Portfolio.                   provided free, upon request. You may not write a
                                check for less than $100. Checks will be written
                                through The Provident Bank. Provident will
                                charge $15 for any check that is not honored
                                because of an insufficient Money Market
                                Portfolio account balance. Checks may not be
                                written against account balances held for less
                                than 15 days. ONE Fund reserves the right to
                                amend, suspend or discontinue check-writing
                                privileges at any time without prior notice.


                                REDEEMING SHARES
Payment is normally             You may redeem your shares at any time by
sent within                     contacting ONE Fund or the broker-dealer through
3 business days.                whom you purchased your shares. If you are no
                                longer serviced by an authorized registered
                                representative, you may contact ONESCO's
                                principal office by calling 1-800-578-8078, or
                                by writing to P. O. Box 371, Cincinnati, Ohio
                                45201. The price you receive for redeemed shares
                                is the next net asset value after your request
                                is received. Payment is normally sent within 3
                                business days. However, the proceeds of
                                redemption will not be sent until after your
                                check for your investment has cleared (which may
                                take up to 15 days). (Note also, the contingent
                                deferred sales charge of 0.5% on certain
                                redemptions, within 2 years of purchase with no
                                initial sales charge, of investments of $1
                                million or more as described under "Sales
                                Charges" on page 27.)


REQUEST IN WRITING              When making a written request for redemption,
                                specify the name of the portfolio, the number of
                                shares or dollar amount to be redeemed (if less
                                than your entire account), your name and
                                address, account number and your signature. In
                                addition, (a) for any redemption over $50,000,
                                or (b) for redemptions of $50,000 or less where
                                the check is to be paid or mailed to someone
                                other than you at your address of record, a
                                signature guarantee is required. You may obtain
                                a signature guarantee from a bank or savings &
                                loan that is federally insured or from a member
                                firm of the National Association of Securities
                                Dealers, Inc., or any other eligible guarantor
                                institution. Additional documentation may be
                                required for redemption of shares held in
                                corporate, partnership or fiduciary accounts.


                                       32
<PAGE>   33
BY TELEPHONE                    As provided under "Telephone Transactions" on
                                page 31, you or your registered representative
                                may call ONE Fund to redeem up to $50,000. You
                                may pre-authorize that the proceeds be (a) in a
                                check, payable to you and mailed to your address
                                of record, or (b) by wire to your bank account.
                                Checks will normally be mailed 3 business days,
                                and no more than 7 days, after your request.
                                Wire transfers to your bank account will
                                normally be made the next business day. Wire
                                proceeds may not be for less than $1,000. The
                                Provident Bank will deduct a fee (presently $10)
                                from the proceeds of each wire redemption.

AUTOMATICALLY                   If your account is $5,000 or more, you may
                                establish an automatic withdrawal plan. More
                                than one plan may be set up if your account is
                                at least $10,000. Under each plan, you may make
                                automatic withdrawals for $50 or more each at
                                specified intervals. Automatic withdrawals are
                                made on or about the 10th day of each designated
                                month and, if withdrawals are to be made
                                semimonthly, also on or about the 25th day of
                                each month. Additional purchases (other than to
                                the Money Market Portfolio) may be inadvisable,
                                when an automatic withdrawal plan is in effect,
                                because of sales charges and possible tax
                                liabilities. If, due to your redemptions, your
                                account balance is less than $300 (or a larger
                                amount specified by the Board of Directors), ONE
                                Fund may choose to close your account by
                                redeeming your shares and sending you the
                                proceeds. ONE Fund will give you at least 30
                                days' written notice before closing your
                                account, and you may purchase additional ONE
                                Fund shares to avoid the closing.

                                FUND PERFORMANCE

                                From time to time, the current yield, average
                                annual total return and cumulative total returns
                                for the portfolios will be advertised. The
                                results might be compared to other similar
                                mutual funds or unmanaged indices.

                                For the Money Market Portfolio, yield refers to
                                the income generated by an investment in the
                                portfolio over a recent 7-day period. This
                                income is then "annualized" by assuming that the
                                same amount of income is generated over a
                                52-week period. "Effective" yield is calculated
                                similarly but, when annualized, the income
                                earned by an investment in the portfolio is
                                assumed to be reinvested. The effective yield
                                will be slightly higher than the yield because
                                of the compounding effect of this assumed
                                reinvestment. For the other portfolios, yield is
                                calculated by dividing a portfolio's annualized
                                net investment income per share during a recent
                                30-day period by the public offering price per
                                share (including the maximum sales charge) on
                                the last day of that period.


                                       33
<PAGE>   34
                                Average annual total return is based on a
                                hypothetical $1,000 investment, reflecting the
                                reinvestment of all dividends and distributions
                                and the impact of the maximum sales charge at
                                the beginning of each 1-, 5- and 10- year period
                                shown. Cumulative total return reflects the
                                aggregate performance of a portfolio, expressed
                                as a dollar amount change, during the period.

                                ALL PERFORMANCE QUOTATIONS ARE BASED ON
                                HISTORICAL INVESTMENT PERFORMANCE AND ARE NOT
                                INTENDED TO INDICATE FUTURE PERFORMANCE.


                                       34
<PAGE>   35
                                 ONE FUND, INC.


   

SUPPLEMENT DATED JANUARY 31, 1997 TO THE PROSPECTUS DATED NOVEMBER 1, 1996.

Effective January 31, 1997, the prospectus is amended in the following
particulars:

    
Any reference in the prospectus to the Statement of Additional Information dated
November 1, 1996, refers to the Statement of Additional Information dated
December 17, 1996.

CORE GROWTH PORTFOLIO MANAGER'S PRIOR PERFORMANCE

The following is added to the end of "Fund Performance" on page 34:

Both the Core Growth Portfolio and the PBHG Core Growth Fund (the "PBHG Fund")
have the same investment objectives and policies and both are managed subject   
to similar investment restrictions. The primary portfolio manager for both the
Portfolio and the PBHG Fund, from the inception of each, has been James McCall
of Pilgrim Baxter & Associates, Ltd. Mr. McCall uses the same proprietary
investment techniques for both the PBHG Fund and the Portfolio, as described on
page 17 (see "PBA's investment process.")
   

The performance of the PBHG Fund is not necessarily indicative of the
performance by the Portfolio. The PBHG Fund experienced a total return during
the period from its inception on January 2, 1996, until the end of its
most-recent fiscal quarter on December 31, 1996, of 32.8%. The Annual Operating
Expenses for the PBHG Fund total 1.50% compared to 1.85% for the Core Growth    
Portfolio. Had the expenses for the PBHG Fund been the same as those of the
Core Growth Portfolio, the total return of the PBHG Fund for the year ending
December 31, 1996, would have been 32.4%. The total return for the Standard &
Poor's 500 Index for the same period was 23.0%.  

    

TAX-EQUIVALENT YIELD

The following is added to the second paragraph under "Fund Performance" on page
33:

The "tax-equivalent yield" of the Tax-Free Income Portfolio is the rate that you
would have to earn from a taxable investment, before taxes, to equal the
Portfolio's tax-free yield.

PURCHASES WITHOUT A SALES CHARGE

The following is added to "Purchase Without a Sales Charge" on page 29:
   
No sales charge is imposed on ONE Fund shares purchased by (a) institutional
investors (including banks, trust companies and thrift institutions) for their
own account or for the benefit of any trust having at least $1,000,000 in
assets, (b) fee-based
    
<PAGE>   36
registered investment advisers that do not receive any part of a sales charge
for the sale of the shares, or (c) pension or retirement plans, deferred
compensation plans and employee benefit plans that have at least $1,000,000 in
assets and the trusts used to fund those plans.

CUSTODY OF ASSETS

The custodian for the Core Growth Portfolio is Star Bank, N.A. ("Star"), 425
Walnut Street, Cincinnati, Ohio 45202. The transfer agent and the agent for fund
accounting, dividend disbursing and shareholder services for the Core Growth
Portfolio is American Data Services, Inc. ("ADS"), 24 West Carver Street,
Huntington, New York 11743.

On and after January 1, 1997, Star will be the custodian for all portfolios
other than the International and Global Contrarian Portfolios. On and after
January 1, 1997, ADS will serve as the transfer agent and the agent for fund
accounting, divided disbursing and shareholder services for all the portfolios.
References to The Provident Bank under the "Flexibility Features" are changed to
ADS in "Open Accounts," page 30, and to Star in "Check Writing," page 32 and "By
Telephone," page 33.

On and after January 1, 1997, the fee deducted from the proceeds of each wire
redemption, as described in "By Telephone" on page 33, is $13.

ONE FUND'S PORTFOLIO MANAGERS

The following is added to "ONE Fund's Portfolio Managers" beginning at page 23:

Jed Martin, a vice president of the Adviser, has managed the Money Market
Portfolio since 1996. He is a chartered financial analyst with a bachelor's
degree in mechanical engineering from the University of Kentucky and a master of
business administration degree in finance from the University of Indiana. He has
been an investment analyst and portfolio manager for ONLI since 1985.

Keith Hanson, a vice president of the Adviser, has managed the Small Cap
Portfolio since 1996. He is a chartered financial analyst with a bachelor's
degree in business administration from Marquette University. He has been an
investment analyst and portfolio manager for ONLI since 1994. For a year prior
to that he was a research analyst in the valuation of small businesses for Blum
& Colombe, SC, and for seven years prior to that he was a securities analyst for
Johnson Asset Management.


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