<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The One Group-Registered Trademark-
3435 Stelzer Road
Columbus, Ohio 43219
------------------------------------------------------------
(Name of Registrant as specified in its Charter)
Michael V. Wible, Esq.
BANC ONE CORPORATION
100 E. Broad Street
Columbus, Ohio 43215
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i) (1), or
14a-6(i) (2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4)
and 0-11.
1) Title of each class of securities to which transaction applies: N/A
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies: N/A
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): N/A
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction: N/A
- --------------------------------------------------------------------------------
5) Total Fee paid: N/A
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid: N/A
- --------------------------------------------------------------------------------
2) Form, schedule or Registration statement No.: N/A
- --------------------------------------------------------------------------------
3) Filing Party: N/A
- --------------------------------------------------------------------------------
4) Date Filed: N/A
<PAGE>
THE ONE GROUP-Registered Trademark- INTERNATIONAL EQUITY INDEX FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1996
Notice is hereby given that a Special Meeting of the Shareholders ("Special
Meeting") of The One Group-Registered Trademark- International Equity Index Fund
( the "Fund"), a separate series of The One Group-Registered Trademark- (the
"Trust"), will be held at 10:00 am. (Eastern Time) at the Trust's offices, 3435
Stelzer Road, Columbus, Ohio, 43219, for the following purposes:
1. To approve a Sub-Investment Advisory Agreement between Banc One
Investment Advisors Corporation and Independence International
Associates, Inc. (formerly known as Boston International Advisors,
Inc.) with respect to the Fund;
2. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The proposal referred to above is discussed in the Proxy Statement attached
to this Notice. Each Shareholder is invited to attend the Special Meeting in
person.
Shareholders of record at the close of business on September 25, 1996 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
George O. Martinez
Secretary
October 14, 1996
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE
OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE MARK,
SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.
<PAGE>
THE ONE GROUP-Registered Trademark- INTERNATIONAL EQUITY INDEX FUND
3435 Stelzer Road
Columbus, Ohio 43219
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1996
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of The One Group-Registered Trademark- (the "Trust") on behalf of
The One Group-Registered Trademark- International Equity Index Fund (the
"Fund"). The proxy is revocable at any time before it is voted by sending
written notice of the revocation or a subsequently executed proxy to the Trust
at the above address or by appearing personally and electing to vote on October
30, 1996 at the Special Meeting of Shareholders of the Fund at 10:00 am.
(Eastern Time) at 3435 Stelzer Road, Columbus, Ohio 43219 (such meeting and any
adjournment thereof is referred to herein as the "Special Meeting"). The cost
of preparing and mailing the Notice of Special Meeting, the proxy card, this
proxy statement and any additional proxy material has been or is to be borne
jointly by Banc One Investment Advisors Corporation (the "Investment Advisor")
and Independence International Associates, Inc. ("IIA"). Proxy solicitations
will be made primarily by mail, but may also be made by telephone, telegraph, or
personal interview conducted by certain officers or employees of the Trust or
The One Group Services Company (the Trust's administrator pursuant to a
management and administration agreement between The One Group Services Company
and the Trust). In the event that the Shareholder signs and returns the proxy
ballot, but does not indicate a choice as to any of the items on the proxy
ballot, the proxy attorneys will vote those Shares in favor of such proposal(s).
Only Shareholders of record at the close of business on September 25, 1996
will be entitled to vote at the Special Meeting. On September 25, 1996, the
Fund had 25,591,627.498 Shares outstanding. Each Share of the Fund is entitled
to one vote, with each fractional share being entitled to a proportionate
fractional vote on each matter to be acted upon at the Special Meeting. This
proxy statement and the enclosed proxy card will be sent to Shareholders of
record on or about October 14, 1996.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting.
Under the Investment Company Act of 1940 (the "1940 Act"), the affirmative vote
necessary to approve the matter under consideration may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal.
The Trust's executive offices are located at 3435 Stelzer Road, Columbus,
Ohio 43219.
A COPY OF THE FUND'S ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 1996 IS
AVAILABLE UPON REQUEST FROM THE ONE GROUP SERVICES COMPANY AND MAY BE OBTAINED
WITHOUT CHARGE BY CALLING 1-800-480-4111.
<PAGE>
INTRODUCTION
This Special Meeting is being called for the following purposes: (1) to
approve a Sub-Investment Advisory Agreement between Banc One Investment Advisors
Corporation (the "Investment Advisor") and Independence International
Associates, Inc. ("IIA") with respect to the Fund; and (2) to transact such
other business as may properly come before the Special Meeting or any
adjournment thereof.
Approval of Proposal (1) requires the affirmative vote of the lesser of:
(a) 67% or more of the outstanding Shares of the Fund present at the Special
Meeting, if the holders of more than 50% of the outstanding Shares are present
or represented by proxy, or (b) more than 50% of the outstanding Shares of the
Fund.
PROPOSAL (1) - APPROVAL OF SUB-INVESTMENT ADVISORY
AGREEMENT BETWEEN THE INVESTMENT ADVISOR AND IIA
Boston International Advisors, Inc. ("BIA") served as Sub-Investment
Advisor to the Fund pursuant to a Sub-Investment Advisory Agreement dated
January 11, 1993 (the "Prior Sub-Investment Advisory Agreement") until September
30, 1996, and presently serves as Sub-Investment Advisor to the Fund pursuant to
a new Sub-Investment Advisory Agreement dated October 1, 1996 (the "New Sub-
Investment Advisory Agreement"). The Prior Sub-Investment Advisory Agreement
was most recently approved by the Trustees, including the "non-interested"
Trustees, on August 23, 1996, and by the Shareholders of the Fund on October 29,
1992. The Prior Sub-Investment Advisory Agreement would have been effective
until August 31, 1997.
On or about October 1, 1996, BIA was acquired by Independence Investment
Associates, Inc. ("Independence"), a registered investment advisor and an
indirect, wholly-owned subsidiary of John Hancock Mutual Life Insurance Company.
At that time, BIA changed its name to IIA (1). As a result of the acquisition,
the Prior Sub-Investment Advisory Agreement terminated as a matter of law. In
anticipation of such termination, the Fund applied for and has received an order
from the SEC permitting IIA to continue to serve as the Fund's Sub-Investment
Adviser pursuant to the New Sub-Investment Advisory Agreement until the earlier
of 120 days after the automatic termination of the Prior Sub-Investment Advisory
Agreement or March 1, 1997. Pursuant to the terms of such order, the sub-
investment advisory fee earned by IIA under the New Sub-Investment Advisory
Agreement (but paid at the current investment advisory fee rate) will be
maintained in an interest-bearing escrow account and the amount in such account
will be paid to IIA only upon approval by Shareholders of the Fund of the New
Sub-Investment Advisory Agreement or, in the absence of such approval, will be
remitted to the Fund.
On May 21, 1996, the Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust or IIA, as defined in the
1940 Act, unanimously approved on behalf of the Fund the form of the New Sub-
Investment Advisory Agreement between the Investment Advisor and IIA, contingent
upon the acquisition by Independence. The following description of the terms of
the New Sub-Investment Advisory Agreement is qualified in its entirety by
reference to a copy of the form of the New Sub-Investment Advisory Agreement
attached as Exhibit A to this proxy statement.
The Trustees recommend that the Shareholders of the Fund vote to approve
the New Sub-Investment Advisory Agreement, thereby re-appointing IIA as the Sub-
Investment Advisor to the Fund. Approval by Shareholders of the New Sub-
Investment Advisory Agreement will not result in an increase in the rate of any
advisory or sub-investment advisory fees payable by the Fund, but will result in
an increase of the sub-investment advisory fees payable by the Investment
Advisor to IIA. Such sub-investment advisory fees are borne solely by the
Investment Advisor and not by the Fund.
- --------------------
(1) For ease of identification, BIA will be referred to throughout this
proxy as IIA.
-2-
<PAGE>
PRIOR SUB-INVESTMENT ADVISORY AGREEMENT
Under the prior arrangement, the Investment Advisor acted as investment
manager to the Fund, pursuant to an investment advisory agreement between the
Investment Advisor and the Trust dated January 11, 1993. The Investment Advisor
had full responsibility for providing investment advisory services to the Fund.
The Investment Advisor discharged this responsibility in part through the
retention of IIA. IIA, in accordance with the Fund's investment objective,
policies and restrictions, and subject to the general supervision of the
Trustees and the Investment Advisor, managed the Fund's day-to-day investment
activities. IIA made investment decisions concerning, and placed all orders
for, purchases and sales of the Fund's securities and maintained the Fund's
records relating to such purchases and sales. The Investment Advisor oversaw
the activities of IIA and was responsible for setting any policies it deemed
appropriate for IIA's activities, subject to the direction of the Board of
Trustees of the Trust.
As compensation for its services under the Prior Sub-Investment Advisory
Agreement, the Investment Advisor paid IIA a sub-investment advisory fee,
computed daily and paid monthly, at an annual rate as set forth below:
Assets(1) Annual Fee(2)
--------- -------------
Up to $10,000,000 0.25%
Over $10,000,000 up to $25,000,000 0.20%
Over $25,000,000 up to $50,000,000 0.175%
Over $50,000,000 up to $100,000,000 0.10%
Over $100,000,000 up to $500,000,000 0.025%
Over $500,000,000 0.020%
In addition, if IIA invested Fund assets in issuers domiciled in countries
classified by IIA as "emerging international markets," the Investment Advisor
paid IIA a fee at the annual rate of $10,000, computed daily and paid monthly.
IIA bore those expenses expressly stated to be payable by it under the Prior
Sub-Investment Advisory Agreement.
IIA received $212,352 in sub-investment advisory fees from the Investment
Advisor for the fiscal year ended June 30, 1996.
PROPOSED NEW SUB-INVESTMENT ADVISORY AGREEMENT
On May 21, 1996, the Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust or IIA, as defined in the
1940 Act, unanimously approved on behalf of the Fund the form of the New Sub-
Investment Advisory Agreement between the Investment Advisor and IIA. The
Trustees recommend that the Shareholders of the Fund vote to re-approve IIA as
the Sub-Investment Adviser to the Fund.
Under the proposed New Sub-Investment Advisory Agreement, if approved, the
Investment Advisor will continue to have full responsibility for providing
investment advisory services to the Fund, and Shareholders will continue to
receive the benefits of IIA's sub-investment advisory services. Decisions with
respect to the Fund's investments will continue to be made by those individuals
who made such decisions under the Prior Sub-Investment Advisory Agreement. In
addition, IIA will have access to the additional investment advisory resources
of Independence in performing its sub-investment advisory services for the Fund.
The sub-investment advisory fees paid by the Investment Advisor to IIA
under the proposed New Sub-Investment Advisory Agreement will be higher then
those paid under the Prior Sub-Investment Advisory Agreement.
- --------------------
(1) Market value of assets in the Fund at the end of each month.
(2) As a percentage of the Fund's average daily net assets.
-3-
<PAGE>
Nevertheless, the investment advisory fees paid by Shareholders will not change.
This is because Sub-Investment Advisory Fees are the sole responsibility of the
Investment Advisor and are not borne by Shareholders.
If the proposed New Sub-Investment Advisory Agreement is approved, IIA will
be compensated as follows:
Assets(1) Annual Fee(2)
--------- -------------
Up to $10,000,000 0.275%
Over $10,000,000 up to $25,000,000 0.225%
Over $25,000,000 up to $50,000,000 0.195%
Over $50,000,000 up to $100,000,000 0.125%
Over $100,000,000 0.060%
Unless sooner terminated, the New Sub-Investment Advisory Agreement will
continue for an initial term ending September 30, 1998 and will thereafter
continue for successive one-year terms, provided that such continuation is
specifically approved at least annually by a vote of a majority of the Trustees,
or by the vote of a majority of the outstanding Shares of the Fund, and, in
either case, by a majority of the Trustees who are not interested persons as
defined in the 1940 Act, by vote cast in person at a meeting called for such
purpose. The New Sub-Investment Advisory Agreement will terminate automatically
in the event of its assignment, as defined in the 1940 Act.
Had the New Sub-Investment Advisory Agreement been in effect during the
most recent fiscal year, IIA would have been paid $285,330 for sub-investment
advisory services. These fees would amount to 146% of the sub-investment
advisory fees paid in the last fiscal year.
In unanimously approving the New Sub-Investment Advisory Agreement and
recommending its approval by Shareholders, the Trustees of the Funds, including
the independent Trustees, considered the best interests of Shareholders of the
Fund and took into account all factors they deemed relevant. The factors
considered by the independent Trustees included the nature, quality and extent
of the service provided by IIA; the increasing complexity of the international
securities markets; the investment record of IIA in managing the Fund;
financial, personnel and structural information as to the IIA organization,
including the revenues and expenses of IIA relating to mutual fund activities;
and data on investment performance, management fees and expense ratios of
competitive funds. After considering these factors, the Trustees concluded that
the New Sub-Investment Advisory Agreement would be beneficial to the Fund and to
Shareholders.
If the New Sub-Investment Advisory Agreement is approved by Shareholders
of the Fund, it will be effective on November 1, 1996. In the event that
holders of a majority of the outstanding Shares of the Fund vote in the
negative with respect to the New Sub-Investment Advisory Agreement, the
Trustees will consider such further action as they may determine to be in the
best interests of the Fund's Shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND
VOTE TO APPROVE THE NEW SUB-INVESTMENT ADVISORY AGREEMENT.
INFORMATION ABOUT INDEPENDENCE INTERNATIONAL ASSOCIATES, INC.
IIA, a registered investment advisor, commenced operations in 1986, and
specializes in the management of international equity portfolios. As of June 30,
1996, IIA managed fourteen international portfolios, including one group trust
fund, for pension and endowment plans throughout the world. As of that same
date, IIA had approximately $2.2 billion in assets under management. IIA has
provided sub-advisory services to the Fund since the Fund's inception in 1993.
- --------------------
(1) Market value of assets in the Fund at the end of each month.
(2) As a percentage of the Fund's average daily net assets.
-4-
<PAGE>
The name and principal occupation of each of the principal executive
officer and directors of IIA after the acquisition by Independence are as
follows:
Position(s) Held Principal
Name and Address With IIA Occupation
- ---------------- -------- ----------
Lyle H. Davis President President, Independence
International Associates, Inc.
Foster L. Auborn Director Vice Chairman, John Hancock
Mutual Life Insurance Company
John T. Farady Director Senior Vice President &
Treasurer, John Hancock Mutual
Life Insurance Company
William C. Fletcher Director President, Independence
Investment Associates, Inc.
Lewis J. Kleinrock Director Retired
Henry D. Shaw Director Senior Vice President, John
Hancock Mutual Life Insurance
Company
Joseph A. Tomlinson Director Vice President, John Hancock
Mutual Life Insurance Company
The principal business address of the principal executive officer and
directors of IIA is 75 State Street, Boston, Massachusetts 02109. IIA is a
wholly-owned subsidiary of Independence, and an indirect, wholly-owned
subsidiary of John Hancock Asset Management, Inc. and John Hancock Mutual Life
Insurance Company.
INFORMATION ABOUT INDEPENDENCE INVESTMENT ASSOCIATES, INC.
Independence is a registered investment manager founded in 1982.
Independence is a wholly-owned subsidiary of John Hancock Asset Management,
Inc. and an indirect, wholly-owned subsidiary of John Hancock Mutual Life
Insurance Company. Independence manages approximately $22 billion in assets for
over 150 clients. The firm's clients consist largely of institutional clients,
including large pension plans, endowments and foundations. IIA's principal
business address is 53 State Street, Boston, Massachusetts 02109. William C.
Fletcher, a director of IIA, is President of Independence.
INFORMATION ABOUT THE INVESTMENT ADVISOR
The Investment Advisor is an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, a bank holding company incorporated in the state of Ohio. BANC ONE
CORPORATION's offices are located at 100 East Broad Street, Columbus, Ohio
43271. BANC ONE CORPORATION operates 55 banks in Colorado, Illinois, Indiana,
Kentucky, Louisiana, Ohio, Texas, Wisconsin, Arizona, Utah, Oklahoma and West
Virginia and over 1500 offices. In addition, BANC ONE CORPORATION has several
affiliates that engage in data processing, venture capital, investment and
merchant banking, and other diversified services including trust, investment
management,
-5-
<PAGE>
brokerage, equipment leasing, mortgage banking, consumer finance and insurance.
On a consolidated basis, BANC ONE CORPORATION had assets of over $97 billion as
of June 30, 1996.
As of June 30, 1996, the Investment Advisor, together with its advisory
affiliates, acted as investment adviser for approximately $39 billion in assets,
of which over $13 billion is in the Trust.
The name and principal occupation of each of the principal executive
officer and directors of the Investment Advisor are as follows:
Position(s) Held
With the Principal
Name and Address Investment Advisor Occupation
- ---------------- ------------------ ----------
Michael J. McMennamin* Director Executive Vice President and
Chief Financial Officer, Banc
One Corporation
Frederick L. Cullen* Director Chairman and Chief Executive
Officer, Bank One, Columbus,
NA and Chairman and Chief
Operating Officer, Banc One
Ohio Corporation
David R. Meuse** Director Chairman and Chief Executive
Officer, Banc One Capital
Holdings Corporation
Garrett Jamison*** Director Senior Managing Director, Banc
One Investment Management and
Trust Group
Geoff Von Kuhn*** Director Senior Managing Director, Banc
One Investment Management and
Trust Group
David J. Kundert*** Chairman and Chief Chairman and Chief Executive
Executive Officer Officer, Banc One Investment
Management and Trust Group
* Principal business address is 100 E. Broad Street, Columbus, Ohio 43215
** Principal business address is 90 N. High Street, Columbus, Ohio 43215
*** Principal business address is 774 Park Meadow Road, Westerville Ohio 43081
INFORMATION ABOUT THE ONE GROUP SERVICES COMPANY
The One Group Services Company, a wholly-owned subsidiary of the BISYS
Group, Inc., is the Trust's principal underwriter pursuant to a Distribution
Agreement under which shares of the Trust are sold on a continuous basis. The
One Group Services Company also serves as the Trust's Administrator pursuant to
a Management and Administration Agreement. The address of The One Group
Services Company is 3435 Stelzer Road, Columbus, Ohio 43219.
-6-
<PAGE>
ADDITIONAL INFORMATION
DIRECTORS OF THE FUND
None of the directors or officers of the Fund hold positions with the
Investment Advisor or IIA, or have an interest in the Investment Advisor or IIA,
or in a person controlling, controlled by or under common control with the
Investment Advisor or IIA.
BENEFICIAL OWNERS
The following list indicates the beneficial ownership of the Shareholders
who, to the best knowledge of the Fund, are the beneficial owners of more than
5% of the outstanding Shares of the Fund:
<TABLE>
<CAPTION>
Class of Percentage Type of
Name and Address Ownership of Ownership Ownership
- ---------------- --------- ------------ ---------
<S> <C> <C> <C>
Clark & Co. International Equity 39.8% Record
Database 2-Attn. One Group/Cash Index Fund
Management Fiduciary Class
235 W. Schrock Rd.
Westerville, Ohio 43081
Strafe & Co. International Equity 54.04% Record
Attn: Mutual Funds 0393 Index Fund
100 East Broad Street Fiduciary Class
Columbus, Ohio 43215-3607
</TABLE>
As a group, the Officers and Trustees of the Fund own less than 1% of the
outstanding Shares of the Fund.
ALLOCATION OF BROKERAGE
For the fiscal year ended June 30, 1996, the Fund did not pay brokerage
commissions to affiliated brokers.
Allocation of transactions, including their frequency, to various dealers
is determined by IIA with respect to the Fund based on its best judgment and in
a manner deemed fair and reasonable to Shareholders. The primary consideration
is prompt execution of orders in an effective manner at the most favorable
price. Subject to this consideration, dealers who provide supplemental
investment research to IIA may receive orders for transactions by the Fund.
Information so received is in addition to and not in lieu of services required
to be preformed by IIA and does not reduce the advisory fees payable to IIA.
Such information may be useful to IIA in serving both the Fund and other clients
and, conversely, supplemental information obtained by the placement of business
of other clients may be useful to IIA in carrying out its obligations to the
Fund.
Dated: October 14, 1996
IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY
EXPENSE AND DELAY. FOR YOUR CONVENIENCE, NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED STATES.
-7-
<PAGE>
Exhibit A
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of October 1, 1996 by and between BANC ONE INVESTMENT
ADVISORS CORPORATION, a national banking association with its principal office
in Westerville, Ohio (hereinafter called the "Investment Adviser") and
Independence International Associates, Inc., an investment adviser with its
principal office in Boston, Massachusetts (hereinafter called the "Sub-
Adviser").
WHEREAS, the Investment Adviser serves as the Investment Adviser to The One
Group International Equity Index Fund (the "Fund") of The One Group (the
"Trust"), a Massachusetts business trust and an open-end diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Investment Adviser has entered into an investment sub-advisory
contract with the Sub-Adviser dated January 11, 1993, as amended by an amendment
dated February 11, 1993, under which the Sub-Adviser provides investment sub-
advisory services to the Fund (such investment sub-advisory contract being
hereinafter referred to as the "Existing Contract");
WHEREAS, the Board of Trustees of the Trust (the "Board") has been advised
that the Sub-Adviser and the holders of all of the outstanding voting securities
of the Sub-Adviser have negotiated the sale of all or a controlling block of the
Sub-Adviser's outstanding voting securities to Independence Investment
Associates, Inc. ("IIA");
WHEREAS, Section 2(a) (4) of the 1940 Act provides that the transfer of all
or a controlling block of the outstanding voting securities of the Sub-Adviser
to IIA would constitute an assignment of the Existing Contract, and, as required
by Section 15(a) (4) of the 1940 Act, the Existing Contract provides for the
automatic termination of such Existing Contract in the event of its assignment;
WHEREAS, following the termination of the Existing Contract, the Investment
Adviser desires to continue to retain the Sub-Adviser to furnish investment
advisory services and related services to it with regard to the Fund and the
Sub-Adviser is willing and believes it possesses legal authority to make
available such services; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. RETENTION. The Investment Adviser hereby retains the Sub-Adviser to
provide certain sub-investment advisory services herein set forth to it with
regard to the Fund for the period and on the terms set forth in this Agreement.
The Sub-Adviser accepts such retention and agrees to furnish the services herein
set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Investment Adviser has furnished the Sub-
Adviser with copies properly certified or authenticated of each of the following
documents:
<PAGE>
(a) the Trust's Declaration of Trust, as filed with the Secretary of
State of the Commonwealth of Massachusetts on May 23, 1985, and
all amendments thereto or restatements thereof (such Declaration,
as presently in effect and as it shall from time to time be
amended or restated, is herein called the "Declaration of
Trust");
(b) the Trust's Code of Regulations and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub-Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange
Commission (the "SEC") on February 20, 1985 and all amendments
thereto;
(e) the Trust's current Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") and under the
1940 Act as filed with the Securities and Exchange Commission and
all amendments thereto; and
(f) the Trust's most recent prospectus and Statement of Additional
Information relating to the Fund (such prospectus and Statement
of Additional Information, as presently in effect, and all
amendments and supplements thereto are herein collectively called
the "Prospectus").
The Investment Adviser will promptly furnish the Sub-Adviser with copies of
all amendments of or supplements to the foregoing documents.
3. MANAGEMENT. Subject always to the instructions and supervision of the
Investment Adviser, the Sub-Adviser will provide a continuous investment program
for the Fund, including investment research and management with respect to all
securities and investments and cash equivalents in the Fund. The Sub-Adviser
will determine from time to time what securities and other investments will be
purchased, retained or sold by the Trust with respect to the Fund and will place
all purchase and sale orders on behalf of the Trust with respect to the Fund.
The Sub-Adviser will provide the services under this Agreement in accordance
with the Fund's investment objective, policies and restrictions as stated in the
Prospectus and resolutions of the Trust's Board of Trustees. The Sub-Adviser
further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply in all material respects with all applicable Rules
and Regulations of the Securities and Exchange Commission and in
addition will conduct its activities under this Agreement in
accordance with any applicable regulations pertaining to the
investment advisory activities of the Sub-Adviser;
(c) will not make loans to any person to purchase or carry units of
beneficial interest ("Shares") in the Fund or make loans to the
Trust;
<PAGE>
(d) will place orders pursuant to its investment determinations for
the Fund either directly with the issuer or with any broker or
dealer. In placing orders with brokers and dealers, the Sub-
Adviser will attempt to obtain prompt execution of orders in an
effective manner at the most favorable price. Consistent with
this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Sub-Adviser may, in
its discretion, purchase and sell portfolio securities to and
from brokers and dealers who provide the Sub-Adviser with
research advice and other services. In no instance will
portfolio securities be purchased from or sold to The One Group
Services Company, the Investment Adviser, the Sub-Adviser or any
affiliated person of either the Trust, The One Group Services
Company, the Investment Adviser, or the Sub-Adviser;
(e) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Fund and
prior, present or potential shareholders, and will not use such
records and information for any purpose other than performance of
its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply when
requested to divulge such information by duly constituted
authorities, or when so requested by the Trust; and
(f) will maintain its policy and practice of conducting its fiduciary
functions independently. In making investment recommendations
for the Fund, the Sub-Adviser's personnel will not inquire or
take into consideration whether the issuers of securities
proposed for purchase or sale for the Fund's account are
customers of the Investment Adviser, the Sub-Adviser or the
parents or subsidiaries or affiliates of the Investment Adviser
or Sub-Adviser. In dealing with such customers, the Sub-Adviser
and its parent, subsidiaries, and affiliates will not inquire or
take into consideration whether securities of those customers are
held by the Trust.
4. SERVICES NOT EXCLUSIVE. The investment advisory services furnished by
the Sub-Adviser hereunder are not to be deemed exclusive. Except to the extent
necessary to perform the Sub-Adviser's obligations under this Agreement, nothing
herein shall be deemed to limit or restrict the right of the Sub-Adviser, or any
subsidiary or affiliate of the Sub-Adviser, or any employee of the Sub-Adviser,
to engage in any other business, whether of a similar or dissimilar nature, or
to render services of any kind to any other person.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
6. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of
<PAGE>
securities (including brokerage commissions, if any) purchased for the Trust.
The Trust and the Investment Adviser will be responsible for all of their
respective expenses and liabilities.
7. COMPENSATION. (a) For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee computed daily
and paid monthly in arrears on the first business day of each month at an one-
twelfth of the applicable annual rate, determined as follows:
(1) For the period from the date hereof until the date on which this
Agreement is approved by the vote of a majority of the
outstanding voting securities of the Fund (the "Approval Date"):
Assets Annual Fee
------ ----------
First $10 million .25%
Next $15 million .20%
Next $25 million .175%
Next $50 million .10%
Next $400 million .025%
Over $500 million .02%
(2) From and after the Approval Date:
Assets Annual Fee
------ ----------
First $10 million .275%
Next $15 million .225%
Next $25 million .195%
Next $50 million .125%
Over $100 million .060%
As used in this Section 7, "Assets" means the market value of assets in the Fund
at the end of each month. "Annual Fee" is expressed as a percentage of the
Fund's average daily net assets.
(b) In addition, for the period from the date hereof until the Approval
Date, if the Sub-Adviser is utilized to perform its obligations under
the Sub-Advisory Agreement with respect to the investment of assets of
the Fund in issuers domiciled in countries classified by the Sub-
Adviser as "emerging international markets," the Investment Adviser
shall pay to the Sub-Adviser a fee at the annual rate of $10,000,
computed daily and paid monthly in arrears on the first business day
of each month at one-twelfth of such annual rate.
(c) That portion of the fees payable to the Sub-Adviser pursuant to
paragraph (a) (1) and (b) of this Section 7 prior to the Approval Date
(collectively, the "Pre-Approval Fees") will be maintained in an
interest-bearing escrow account, and amounts in such account
(including interest earned on such amounts) will be paid (1) to the
Sub-Adviser only upon the Approval Date, or (2) in the absence of such
<PAGE>
approval prior to the earlier of (x) the date which is 120 days after
the date hereof and (y) March 1, 1997 (such earlier date being
referred to herein as the "Expiration Date"), to the Fund.
(d) If the fee payable to the Sub-Adviser pursuant to this Section 7
begins to accrue before the end of any month or if this Agreement
terminates before the end of any month, the fee for the period from
such date to the end of such month or from the beginning of such month
to the date of termination, as the case may be, shall be prorated
accordingly to the proportion which such period bears to the full
month in which such effectiveness or termination occurs. For purposes
of calculating fees, the value of the Trust's net assets shall be
computed in the manner specified in the Prospectus and the Trust's
Declaration of Trust for the computation of the value of the Trust's
net assets in connection with the determination of the next asset
value of the Trust's shares. Payment of said compensation shall be
the sole responsibility of the Investment Adviser and shall in no way
be an obligation of the Fund or of the Trust.
8. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or fact or for any loss suffered by the
Trust or the Investment Adviser in connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. DURATION AND TERMINATION. This Agreement will become effective as of
the date first written above, provided that it shall have been approved by vote
of a majority of the outstanding voting securities of the Fund, in accordance
with the requirements under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until September 30, 1998.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive periods of twelve months each ending on September 30 of each year,
PROVIDED such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of the Trust, the Sub-Adviser,
or the Investment Adviser, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the vote of a majority of the Trust's Board
of Trustees or by the vote of a majority of the outstanding voting securities of
the Fund. Notwithstanding the foregoing, this Agreement may be terminated at
any time on sixty days' written notice, without the payment of any penalty, by
the Trust (by vote of the Trust's Board of Trustees or by vote of a majority of
the outstanding voting securities of the Fund), by the Investment Adviser or by
the Sub-Adviser. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities", "interested persons" and "assignment" shall have the same
meaning of such terms in the 1940 Act.)
<PAGE>
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
11. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the Commonwealth of Massachusetts.
The names "The One Group" and "Trustees of The One Group" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of May 23, 1985 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The One Group" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any series of Shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
BANC ONE INVESTMENT ADVISORS CORPORATION
By:
-----------------------------------
Title:
--------------------------------
INDEPENDENCE INTERNATIONAL ASSOCIATES, INC.
By:
-----------------------------------
Title:
--------------------------------
<PAGE>
The One Group hereby acknowledges and
agrees to the provisions of paragraph 3(e)
of this Agreement.
THE ONE GROUP
By:
--------------------------------
Title:
-----------------------------
<PAGE>
THE ONE GROUP-Registered Trademark- INTERNATIONAL EQUITY INDEX FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON OCTOBER 30, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE ONE GROUP.
The undersigned hereby appoints Mark A. Dillon and Mark S. Redman each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of The One Group
International Equity Index Fund (the "Fund") on October 30, 1996 at 10:00 am.,
Eastern standard time, and at any adjournments thereof, all of the units of
beneficial interest in the Fund which the undersigned would be entitled to vote
upon the following matter if personally present.
1. To approve a Sub-Investment Advisory Agreement between Banc One Investment
Advisors Corporation and Independence International Associates, Inc.
(formerly known as Boston International Advisors, Inc.) with respect to the
Fund;
FOR AGAINST ABSTAIN
( ) ( ) ( )
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such.
If a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
- ----------------------------------------
Signature of Shareholder(s)
- ----------------------------------------
Signature of Shareholder(s)
Dated: , 1996.
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
