<PAGE> 1
As filed with the Securities and Exchange Commission on August 16, 1996
Registration Nos. 2-95973 and 811-4236
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 39 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT /X/
OF 1940
AMENDMENT NO. 40 /X/
THE ONE GROUP(R)
(Exact Name of Registrant as Specified in Charter)
774 PARK MEADOW DRIVE
WESTERVILLE, OHIO 43081
(Address of Principal Executive Offices)
(800) 480-4111
(Registrant's Telephone Number)
GEORGE MARTINEZ
3435 STELZER ROAD
COLUMBUS, OHIO 43219
(Name and Address of Agent for Service)
Copies To:
Alan G. Priest, Esquire Michael V. Wible, Esquire
Ropes & Gray Banc One Corporation
One Franklin Square 100 East Broad Street, 18th Fl.
1301 K Street, N.W., Suite 800E Columbus, Ohio 43271
Washington, D.C. 20005
It is proposed that this filing will become effective (check appropriate box)
Immediately upon filing pursuant to paragraph (b)
---
on August 27, 1996 pursuant to paragraph (b)
---
60 days after filing pursuant to paragraph (a)(1)
---
on (date) pursuant to paragraph (a)(1)
---
X 75 days after filing pursuant to paragraph (a)(2)
---
on (DATE) pursuant to paragraph (a)(2) of Rule 485.
---
<PAGE> 2
The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Section (a) (1) of Rule 24f-2. Rule 24f-2
Notice for the Registrant's fiscal year ending June 30, 1995 was filed on August
29, 1995.
-2-
<PAGE> 3
Part A
The One Group(R) U.S. Treasury Securities Money Market Fund
The One Group(R) Prime Money Market Fund
The One Group(R) Municipal Money Market Fund
The One Group(R) Ohio Municipal Money Market Fund
The One Group(R) Income Equity Fund
The One Group(R) Disciplined Value Fund
The One Group(R) Growth Opportunities Fund
The One Group(R) Equity Index Fund
The One Group(R) International Equity Index Fund
The One Group(R) Large Company Value Fund
The One Group(R) Large Company Growth Fund
The One Group(R) Asset Allocation Fund
The One Group(R) Income Bond Fund
The One Group(R) Limited Volatility Bond Fund
The One Group(R) Intermediate Bond Fund
The One Group(R) Government Bond Fund
The One Group(R) Intermediate Tax-Free Bond Fund
The One Group(R) Municipal Income Fund
The One Group(R) Ohio Municipal Bond Fund
The One Group(R) Texas Tax-Free Bond Fund
The One Group(R) West Virginia Tax-Free Bond Fund
The One Group(R) Kentucky Municipal Bond Fund
The One Group(R) Arizona Tax-Free Bond Fund
The One Group(R) Treasury Money Market Fund
The One Group(R) Treasury Only Money Market Fund
The One Group(R) Government Money Market Fund
The One Group(R) Tax Exempt Money Market Fund
The One Group(R) Institutional Prime Money Market Fund
The information required by Items 1 through 9 for the above-referenced Funds of
The One Group(R) (the "Registrant") is hereby incorporated by reference to the
Prospectuses for these Funds filed with the Securities and Exchange Commission
under Rule 497(e) on October 31, 1995.
<PAGE> 4
The One Group(R) Value Growth Fund
The One Group(R) Gulf South Growth Fund
The One Group(R) Louisiana Municipal Bond Fund
The information required by Items 1 through 9 for the above-referenced Funds of
The One Group(R) (the "Registrant") is hereby incorporated by reference to the
Prospectuses for these Funds filed with the Securities and Exchange Commission
under Rule 497(c) on February 8, 1996.
The One Group(R) Income Fund
The One Group(R) Ultra Short-Term Income Fund
The One Group(R) Investor Growth Fund
The One Group(R) Investor Growth and Income Fund
The One Group(R) Investor Aggressive Growth Fund
The One Group(R) Investor Fixed Income Fund
The One Group(R) Investor Conservative Growth Fund
The One Group(R) Investor Balanced Fund
The information required by Items 1 through 9 for the above-referenced Funds of
The One Group(R) (the "Registrant") is hereby incorporated by reference to Part
A of Post-Effective Amendment No. 37 to the Registrant's Registration Statement
on Form N-1A, filed with the Securities and Exchange Commission on June 13,
1996.
<PAGE> 5
Part B
The One Group(R) U.S. Treasury Securities Money Market Fund, The One
Group(R) Prime Money Market Fund, The One Group(R) Municipal Money Market Fund,
The One Group(R) Ohio Municipal Money Market Fund, The One Group(R) Income
Equity Fund, The One Group(R) Disciplined Value Fund, The One Group(R) Growth
Opportunities Fund, The One Group(R) International Equity Index Fund, The One
Group(R) Equity Index Fund, The One Group(R) Large Company Value Fund, The One
Group(R) Large Company Growth Fund, The One Group(R) Asset Allocation Fund, The
One Group(R) Income Bond Fund, The One Group(R) Limited Volatility Bond Fund,
The One Group(R) Intermediate Bond Fund, The One Group(R) Government Bond Fund,
The One Group(R) Ultra Short-Term Income Fund, The One Group(R) Municipal Income
Bond Fund, The One Group(R) Intermediate Tax-Free Bond Fund, The One Group(R)
Ohio Municipal Bond Fund, The One Group(R) Texas Tax-Free Bond Fund, The One
Group(R) West Virginia Tax-Free Bond Fund, The One Group(R) Kentucky Municipal
Bond Fund, The One Group(R) Arizona Tax-Free Bond Fund, The One Group(R)
Treasury Money Market Fund, The One Group(R) Treasury Only Money Market Fund,
The One Group(R) Government Money Market Fund, The One Group(R) Tax Exempt Money
Market Fund, The One Group(R) Institutional Prime Money Market Fund, The One
Group(R) Value Growth Fund, The One Group(R) Gulf South Growth Fund, The One
Group(R) Louisiana Municipal Bond Fund, The One Group(R) Income Fund, The One
Group(R) Investor Growth Fund, The One Group(R) Investor Growth and Income Fund,
The One Group(R) Investor Aggressive Growth Fund, The One Group(R) Investor
Fixed Income Fund, The One Group(R) Investor Conservative Growth Fund, and The
One Group(R) Investor Balanced Fund.
The information required by Items 10 through 23 for the
above-referenced investment portfolios of The One Group(R) (the "Registrant") is
hereby incorporated by reference to Part B of Post-Effective Amendment No. 38 to
the Registrant's Registration Statement on Form N-1A, filed with the Securities
and Exchange Commission on August 12, 1996.
<PAGE> 6
CROSS REFERENCE SHEET
PROSPECTUS FOR THE ONE GROUP(R)
TREASURY AND AGENCY FUND
<TABLE>
<CAPTION>
Form N-1A Part A Prospectus Caption
- ----------------- ------------------
<S> <C>
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Financial Highlights New Fund -- None Available
4. General Description
of Registrant Investment Objective; Investment Policies;
Other Information; How to do Business with
The One Group; Other Investment Policies;
Description of Permitted Investments
5. Management of the Fund Fund Management; The Advisor; The
Administrator; The Distributor; Other
Information
6. Capital Stock and Other Investment Objective; Investment Policies;
Securities How to do Business with The One Group;
Other Information
7. Purchase of Securities Being How to do Business with The One Group
Offered
8. Redemption or Repurchase How to do Business with The One Group
9. Pending Legal Proceedings Inapplicable
</TABLE>
<PAGE> 7
THE ONE GROUP(R)
A FAMILY OF MUTUAL FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
(800) 480-4111
NOVEMBER 1, 1996
THE ONE GROUP TREASURY & AGENCY FUND
This Prospectus describes The One Group Treasury & Agency Fund (the "Fund")
which seeks a high level of current income by investing in U.S. Treasury and
other U.S. Agency obligations with a primary, but not exclusive, focus on issues
that produce income exempt from state income taxes. The Fund is a series of The
One Group (the "Trust"). Banc One Investment Advisors Corporation ("Banc One
Advisors") serves as investment advisor to the Fund. Banc One Advisors currently
manages more than $39 billion in assets.
The following three classes of shares are available to investors:
Class A and Class B shares are offered to the general public.
Fiduciary Class shares are offered to institutional investors,
including affiliates of BANC ONE CORPORATION and any bank, depository
institution, insurance company, pension plan or other organization
authorized to act in fiduciary, advisory, agency, custodial or similar
capacities (each an "Authorized Financial Organization").
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY BANC ONE CORPORATION OR ITS AFFILIATES. THE TRUST'S SHARES ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER
GOVERNMENTAL AGENCY OR GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR
ANY STATE. AN INVESTMENT IN MUTUAL FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. BANC ONE
INVESTMENT ADVISORS CORPORATION RECEIVES FEES FROM THE FUND FOR INVESTMENT
ADVISORY AND OTHER SERVICES.
The Trust is registered with the Securities and Exchange Commission (the "SEC")
as an open-end management investment company. This Prospectus contains
information about the Trust and the Fund that a prospective investor should know
before investing. Please read this Prospectus carefully and retain it for future
reference. A Statement of Additional Information dated November 1, 1996 has been
filed with the SEC and is available without charge by calling or writing to the
Distributor, The One Group Services Company, at the number and address listed
above. The Statement of Additional Information is incorporated into this
Prospectus by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS
1
<PAGE> 8
TABLE OF CONTENTS
SUMMARY
ABOUT THE FUND
Expense Summary
The Fund
Investment Objective and Permissible Investments
HOW TO DO BUSINESS WITH THE ONE GROUP
How to Invest in The One Group
Alternative Sales Arrangements
Exchanges
Redemptions
MANAGEMENT OF THE FUND
The Trustees
The Advisor
The Fund Manager
The Distributor
The Administrator
The Transfer Agent and Custodian
Counsel and Independent Accountants
OTHER INFORMATION
The Trust
Other Investment Policies
Description of Permitted Investments
Description of Ratings
Performance
Taxes
2
<PAGE> 9
SUMMARY
The Trust is an open-end management investment company that provides a
convenient way to invest in professionally managed portfolios of securities. The
following provides basic information about the various classes of shares of the
Fund.
WHAT IS THE INVESTMENT OBJECTIVE? The Fund seeks a high level of current income
by investing in U.S. Treasury and other U.S. Agency obligations with a primary,
but not exclusive, focus on issues that produce income exempt from state income
taxes. A more detailed discussion of the Fund's investment objectives and
policies can be found in this Prospectus under the heading "Investment
Objectives and Permissible Investments."
WHAT ARE THE PERMITTED INVESTMENTS? The Fund will normally invest at least 65%
of its total assets in U.S. Treasury bills, notes and other obligations issued
or guaranteed by the U.S. Treasury, and securities issued or guaranteed by U.S.
Government agencies or instrumentalities. The Fund's assets may be invested in
securities of other government-only investment companies, (including The One
Group), government mortgage-backed securities and government adjustable rate
mortgage loans. The Fund's investments are subject to market and interest rate
fluctuations, which may affect the value of the Fund's shares. The securities in
which the Fund may invest are described in more detail in "Description of
Permitted Investments."
WHO IS THE ADVISOR? Banc One Investment Advisors Corporation ("Banc One
Advisors"), an indirect subsidiary of BANC ONE CORPORATION, serves as the
advisor of the Trust. Banc One Advisors is entitled to a fee for advisory
services provided to the Trust. Banc One Advisors may voluntarily agree to waive
a part of its fees. A more detailed discussion regarding Banc One Advisors, its
services and compensation can be found in the Prospectus under the headings "The
Advisor" and "Expense Summary."
WHO IS THE ADMINISTRATOR? The One Group Services Company serves as the
Administrator of the Trust. The Administrator is entitled to a fee for services
provided to the Trust. Banc One Advisors serves as the Sub-Administrator of the
Trust, pursuant to an agreement with the Administrator for which Banc One
Advisors receives a fee paid by the Administrator. Additional information
regarding the Administrator can be found in this Prospectus under the headings
"The Administrator" and "Expense Summary."
WHO IS THE TRANSFER AGENT AND CUSTODIAN? State Street Bank and Trust Company
serves as Transfer Agent and Custodian for the Trust, for which services it
receives a fee. Bank One Trust Company, N.A. serves as Sub-Custodian for the
Trust, for which services it receives a fee. See "The Transfer Agent and
Custodian."
WHO IS THE DISTRIBUTOR? The One Group Services Company acts as Distributor of
the Trust's shares. The Distributor is entitled to fees for distribution
services for the Class A and Class B shares. No compensation is paid to the
Distributor for the distribution services for the Fiduciary Class shares of the
Fund. The activities of the Distributor are discussed under the heading "The
Distributor."
HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions of shares of the
Fund may be made through the Distributor on any day that the New York Stock
Exchange is open for trading ("Business Days"). Purchase and redemption
procedures are explained in greater detail in "How to Invest in The One Group"
and "Redemptions."
HOW ARE DIVIDENDS PAID? Substantially all of the Fund's net investment income
(exclusive of capital gains) is determined and declared daily, and is
distributed in the form of periodic dividends to Shareholders of the Fund on the
first Business Day of each month. Any capital gains are distributed at least
annually. Distributions are paid in additional shares of the same class unless
the Shareholder elects to take the payment in cash. For a more detailed
discussion of dividends, see "Dividends."
3
<PAGE> 10
ABOUT THE FUND
EXPENSE SUMMARY -- The One Group Treasury & Agency Fund
<TABLE>
<CAPTION>
FIDUCIARY
CLASS A CLASS B CLASS
------- ------- -----
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases(2)
(as a percentage of offering price) 3.0% none none
Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase
price or redemption proceeds, as applicable) none 3.0% none
Redemption Fees none none none
Exchange Fees none none none
Annual Operating Expenses
(as a percentage of average daily net assets)
Investment Advisory Fees (after fee waivers)(3) .30% .30% .30%
12b-1 Fees (after fee waivers)(4) .25% .75% none
Other Expenses(5) .15% .15% .15%
TOTAL OPERATING EXPENSES(6) .70% 1.20% .45%
</TABLE>
(1) A person who purchases shares through an account with a financial
institution or broker/dealer may be charged separate transaction fees
by the financial institution or broker/dealer. In addition, a wire
redemption charge, currently $7.00, is deducted from the amount of a
wire redemption payment made at the request of a Shareholder.
(2) A person who purchases $1 million or more Class A shares and is not
assessed a sales charge at the time of purchase, will be assessed a
sales charge equivalent to 1% of the purchase price if such purchaser
redeems any or all of the Class A shares prior to the first anniversary
of purchase.
(3) Investment Advisory Fees have been revised to reflect fee waivers
effective as of the date of this Prospectus. Banc One Advisors may
voluntarily agree to waive a part of its fees. Absent this voluntary
reduction, Investment Advisory Fees would be .40% for all classes of
shares.
(4) Absent the voluntary waiver of fees under the Trust's Distribution and
Shareholder Services Plans, 12b-1 fees (as a percentage of average
daily net assets) would be .35% for Class A shares and 1.00% for Class
B shares. There are no 12b-1 fees charged to Fiduciary Class shares.
See "The Distributor."
(5) Other Expenses have been revised to reflect fee waivers effective as of
the date of this Prospectus. Absent this voluntary reduction, Other
Expenses would be .29% for all classes of shares.
(6) Total Operating Expenses have been revised to reflect fee waivers
effective as of the date of this Prospectus. Absent the voluntary
reduction of Investment Advisory and 12b-1 fees, Total Operating
Expenses would be 1.04% for Class A shares, 1.69% for Class B shares,
and .69% for Fiduciary Class shares.
EXAMPLE: An investor would pay the following expenses on a $1,000 investment in
Class A and Fiduciary Class shares of the Fund, assuming: (1) imposition of the
maximum sales charge for Class A shares; (2) 5% annual return; and (3)
redemption at the end of each time period.
4
<PAGE> 11
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Class A $37 $52
Fiduciary Class $ 5 $14
</TABLE>
Absent the voluntary reduction of fees, the dollar amounts in the above example
would be as follows:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Class A $40 $62
Fiduciary Class $ 7 $22
</TABLE>
EXAMPLE: An investor would pay the following expenses on a $1,000 investment in
Class B shares, assuming: (1) deduction of the applicable maximum Contingent
Deferred Sales Charge; and (2) 5% annual return.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Assuming a complete redemption
at end of period $42 $58
Assuming no redemption $12 $38
</TABLE>
Absent the voluntary reduction of fees, the dollar amounts in the above example
would be as follows:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Assuming a complete redemption
at end of period $47 $73
Assuming no redemption $17 $53
</TABLE>
These tables are designed to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
investors in the Trust. THESE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
The rules of the SEC require that the maximum sales charge be reflected in
the above table. However, investors of the Fund ("Shareholders") may, under
certain circumstances, qualify for reduced sales charges. See "How to
Invest in The One Group." Long-term Shareholders of Class A shares and
Class B shares may pay more than the equivalent of the maximum front-end
sales charges otherwise permitted by the National Association of Securities
Dealers' Rules.
5
<PAGE> 12
THE FUND
The Fund is part of the Trust, which is an open-end management investment
company that offers shares in 40 separate funds, most of which offer three
classes of shares. This Prospectus relates to Class A, Class B and Fiduciary
Class shares of the Fund, which provide for variations in distribution costs,
voting rights, dividends and per share net asset value. Except for these
differences among classes, each share of the Fund represents an undivided,
proportionate interest in the Fund. The Fund is a diversified mutual fund.
Information regarding the Trust's 39 other funds and their classes is contained
in separate prospectuses which may be obtained from the Trust's Distributor, The
One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, or by
calling 1-800-480-4111.
INVESTMENT OBJECTIVE AND PERMISSIBLE INVESTMENTS
The investment objective of the Fund is "fundamental" and may not be changed
without a Shareholder vote. For additional information on Shareholder voting,
see the sections of this Prospectus entitled "Other Information -- Voting
Rights" and "Investment Limitations." Unless expressly deemed to be fundamental,
the investment policies of the Fund are non-fundamental and may be changed
without a Shareholder vote. You will be notified if a material change is made in
a non-fundamental policy. There is no assurance that the Fund will meet its
investment objective.
Below is a description of the Fund's investment objective and policies, as well
as a summary of the types of securities in which the Fund will invest. For
additional information concerning the Fund's investments, see "Description of
Permitted Investments." The risks associated with investment in the Fund and
with certain investment techniques used by the Fund can be found in the sections
entitled "Risk Factors" and "Description of Permitted Investments."
The Fund seeks a high level of current income by investing in U.S. Treasury and
other U.S. Agency obligations with a primary, but not exclusive, focus on issues
that produce income exempt from state income taxes.
The Fund will normally invest at least 65% of its total assets in U.S. Treasury
bills, notes and other obligations issued or guaranteed by the U.S. Treasury,
and securities issued or guaranteed by U.S. Government agencies or
instrumentalities. The Fund's assets may be invested in U.S. Treasury
obligations, which may include Separately Traded Registered Interest and
Principal Securities ("STRIPS") and Coupon Under Book Entry Safekeeping
("CUBES"), and securities of other government-only investment companies,
(including The One Group). The Fund may also invest in government
mortgage-backed securities and government adjustable rate mortgage loans
("ARMs"). In addition, the Fund may engage in securities lending transactions.
Under normal market conditions, it is anticipated that the Fund's average
weighted maturity will range between two and five years.
For a detailed description of the Fund's permitted investments and ratings, see
"Description of Permitted Investments" and "Description of Ratings" and the
Statement of Additional Information. For a description of permitted investments
for temporary defensive purposes, see "Temporary Defensive Position." In the
event a security owned by the Fund is downgraded below these rating categories,
Banc One Advisors will review and take appropriate action with regard to the
security.
RISK FACTORS
RISKS OF INVESTING IN FIXED-INCOME SECURITIES
The market value of the Fund's fixed-income investments will change in response
to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding fixed-income securities generally rise.
Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity
6
<PAGE> 13
securities are also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in the rating of any
fixed-income security and in the ability of an issuer to make payments of
interest and principal also affect the value of these investments. Except under
condition of default, changes in the value of fixed-income securities will not
affect cash income derived from these securities but will affect the Fund's net
asset value.
Because the Fund's investments are interest rate sensitive, the Fund's
performance will depend in varying degrees on fluctuations in market interest
rates. Banc One Advisors will utilize appropriate strategies which attempt to
maximize returns to the Fund, while minimizing the associated risks to its
invested capital. Operating results also will depend upon the availability of
opportunities for the investment of the Fund's assets, including purchases and
sales of suitable securities.
RISKS OF INVESTING IN MORTGAGE - RELATED SECURITIES
The Fund may invest in mortgage-related securities. Mortgage-related securities
include, among other things, mortgage-backed securities, and adjustable rate
mortgage loans. The investment characteristics of mortgage-related securities
differ from traditional debt securities. These differences can result in
significantly greater price and yield volatility than is the case with
traditional fixed-income securities. The major differences typically include
more frequent interest and principal payments, usually monthly, the
adjustability of interest rates, and the possibility that prepayments of
principal may be made at any time. Prepayment rates are influenced by changes in
current interest rates and a variety of economic, geographic, social, and other
factors. During periods of declining interest rates, prepayment rates can be
expected to accelerate. Under certain interest rate and prepayment rate
scenarios, the Fund may fail to recoup fully its investment in mortgage-related
securities notwithstanding a direct or indirect governmental or agency
guarantee. The Fund intends to use hedging techniques to control this risk. In
general, changes in the rate of prepayments on a mortgage-related security will
change that security's market value and its yield to maturity. When interest
rates fall, high prepayments could force the Fund to reinvest principal at a
time when investment opportunities are not attractive. Thus, mortgage-related
securities may not be an effective means for the Fund to lock in long-term
interest rates. Conversely, during periods when interest rates rise, slow
prepayments could cause the average life of the securities to lengthen and the
value to decline more than anticipated.
RISK OF CERTAIN INVESTMENT TECHNIQUES
Certain investment management techniques that the Fund may use may expose the
Fund to special risks. These include, but are not limited to, lending portfolio
securities. These practices could expose the Fund to potentially greater risk of
loss than more traditional fixed-income investments.
For additional information on each of the Fund's permitted investments and
associated risks, see "Description of Permitted Investments."
7
<PAGE> 14
HOW TO DO BUSINESS WITH THE ONE GROUP
HOW TO INVEST IN THE ONE GROUP
Shares of the Fund are sold on a continuous basis and may be purchased directly
from the Trust's Distributor, The One Group Services Company, by mail, by
telephone, or by wire. Shares may also be purchased through a financial
institution, such as a bank, savings and loan association or insurance company
(each a "Shareholder Servicing Agent"), that has established a Shareholder
servicing agreement with the Distributor, or through a broker-dealer that has
established a dealer agreement with the Distributor.
Purchases and redemptions of shares of the Fund may be made on any day that the
New York Stock Exchange is open for trading ("Business Days"). The minimum
initial and subsequent investments in the Fund are $50,000 and $1,000,
respectively. Initial and subsequent investment minimums may be waived at the
Distributor's discretion. Investors may purchase up to a maximum of $250,000 of
Class B shares per individual purchase order.
Class A and Class B shares are offered to the general public. Fiduciary Class
shares are offered to institutional investors, including affiliates of BANC ONE
CORPORATION and any bank, depository institution, insurance company, pension
plan or other organization authorized to act in fiduciary, advisory, agency,
custodial or similar capacities (each an "Authorized Financial Organization").
For additional details regarding eligibility, call the Distributor at
1-800-480-4111.
BY MAIL
Investors may purchase Class A and Class B shares of the Fund by completing and
signing an Account Application Form and mailing it, along with a check (or other
negotiable bank instrument or money order) payable to "The One Group," to State
Street Bank and Trust Company (the Trust's Transfer Agent and Custodian), P.O.
Box 8500, Boston, MA 02266-8500. Subsequent purchases of shares may be made at
any time by mailing a check to the Transfer Agent. Account Application Forms are
available through the Distributor by calling 1-800-480-4111. All purchases made
by check should be in U.S. dollars. Third party checks will not be accepted.
When purchases are made by check or under the Systematic Investment Plan (see
below), redemptions will not be allowed until the investment being redeemed has
been in the Fund for 15 calendar days.
Purchases of Fiduciary Class shares and Class A shares that are being offered to
investors in certain retirement plans such as 401(k) and similar plans, other
than Individual Retirement Accounts, are made by an institutional investor
and/or other intermediary on behalf of an investor (each also a "Shareholder
Servicing Agent"). The Shareholder Servicing Agent may require an investor to
complete forms in addition to the Account Application Form and to follow
procedures established by the Shareholder Servicing Agent. Such Shareholders
should contact their Shareholder Servicing Agents regarding purchases, exchanges
and redemptions of shares. See "Additional Information Regarding Purchases."
BY TELEPHONE OR BY WIRE
Once an Account Application Form has been received, Shareholders are eligible to
make purchases by telephone or wire (if that option has been selected by a
Shareholder) by calling the Transfer Agent at 1-800-480-4111 or the Shareholder
Servicing Agent, if applicable.
Shareholders may revoke their automatic eligibility to make purchases and/or
redemptions by telephone or by wire, by sending a letter so stating to the
Transfer Agent, State Street Bank and Trust Company, P.O. Box 8500, Boston, MA
02266-8500.
8
<PAGE> 15
FUND-DIRECT IRA
The Trust offers a tax-advantaged retirement plan for which the shares of the
Fund may be an appropriate investment. The Trust's retirement plan allows
participants to defer taxes while helping them build their retirement savings.
The One Group's Fund-Direct IRA is a retirement plan with a wide choice of
investments, offering people with earned income the opportunity to compound
earnings on a tax-deferred basis. An IRA Adoption Agreement may be obtained by
calling the Distributor at 1-800-480-4111.
ADDITIONAL INFORMATION REGARDING PURCHASES
A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., eastern time. However, an
order may be cancelled if the Transfer Agent does not receive Federal funds
before close of business on the next Business Day for Fiduciary Class shares,
and before the close of business on the third Business Day for Class A and Class
B shares, and the investor could be liable for any fees or expenses incurred by
the Trust. Federal funds are monies credited to a bank's account with a Federal
Reserve Bank. The purchase price of shares of the Fund is the net asset value
next determined after a purchase order is effected plus any applicable sales
charge (the "offering price"). The net asset value per share of the Fund is
determined by dividing the total market value of the Fund's investments and
other assets allocable to a class, less any liabilities allocable to that class,
by the total number of outstanding shares of such class. Net asset value per
share is determined daily as of 4:00 p.m., eastern time, on each Business Day.
For a further discussion of the calculation of net asset value, see the
Statement of Additional Information. Shares may also be issued in transactions
involving the acquisition by the Fund of securities held by collective
investment funds sponsored and administered by affiliates of Banc One Advisors.
Purchases will be made in full and fractional shares of the Fund calculated to
three decimal places. Although the methodology and procedures are identical, the
net asset value per share of classes within the Fund may differ because the
distribution expenses charged to Class A shares and Class B shares are not
charged to Fiduciary Class shares.
The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or its
Shareholders to accept such order. Except as provided below, neither the Trust's
Transfer Agent nor the Trust will be responsible for any loss, liability, cost
or expense for acting upon telephone or wire instructions, and the investor will
bear all risk of loss. The Trust will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, including requiring a
form of personal identification prior to acting upon instructions received by
telephone and recording telephone instructions. If such procedures are not
employed, the Trust may be liable for any losses due to unauthorized or
fraudulent instructions.
Fiduciary Class shares offered to institutional investors and to investors in
certain retirement plans, and Class A shares that are offered to investors in
certain retirement plans such as 401(k) and similar plans, other than Individual
Retirement Accounts, will normally be held in the name of the Shareholder
Servicing Agent effecting
9
<PAGE> 16
the purchase on the Shareholder's behalf, and it is the Shareholder Servicing
Agent's responsibility to transmit purchase orders to the Distributor. A
Shareholder Servicing Agent may impose an earlier cut-off time for receipt of
purchase orders directed through it to allow for processing and transmittal of
these orders to the Distributor for effectiveness the same day. The Shareholder
should contact his or her Shareholder Servicing Agent for information as to the
Shareholder Servicing Agent's procedures for transmitting purchase, exchange or
redemption orders to the Trust. A Shareholder who desires to transfer the
registration of shares beneficially owned by him or her, but held of record by a
Shareholder Servicing Agent, should contact the Shareholder Servicing Agent to
accomplish such change. Other Shareholders who desire to transfer the
registration of their shares should contact the Transfer Agent.
No certificates representing the shares of the Fund will be issued. In
communications to Shareholders, the Fund will not duplicate mailings of Fund
material to Shareholders who reside at the same address.
SALES CHARGE
The following table shows the initial sales charge on Class A shares to a
"single purchaser" (defined below) together with the commission paid to
financial institutions and intermediaries (the "commission"):
<TABLE>
<CAPTION>
SALES
SALES CHARGE CHARGE AS COMMISSION
AS A APPROPRIATE AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
OFFERING NET AMOUNT OFFERING
AMOUNT OF PURCHASE PRICE INVESTED PRICE
- ------------------ ----- -------- -----
<S> <C> <C> <C>
less than $100,000 3.00% 3.09% 2.70%
$100,000 but less than $250,000 2.50% 2.56% 2.18%
$250,000 but less than $500,000 2.00% 2.04% 1.64%
$500,000 but less than $1,000,000 1.50% 1.52% 1.20%
$1,000,000 or more 0.00% 0.00% 0.00%
</TABLE>
The commissions shown in the table apply to sales through financial institutions
and intermediaries. Under certain circumstances, the Distributor will use its
own funds to compensate financial institutions and intermediaries in amounts
that are additional to the commissions shown above. The maximum cash
compensation payable by the Distributor as a sales charge is 3.00% of the
offering price (including the commission shown above and additional cash
compensation described below). In addition, the Distributor will, from time to
time and at its own expense, provide promotional incentives to financial
institutions and intermediaries, whose registered representatives have sold or
are expected to sell significant amounts of the shares of the Fund, in the form
of payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives to places within or outside
the United States, and additional compensation in an amount up to 1.00% of the
offering price of Class A shares of the Fund for sales of $1 million to $5
million, and 0.50% for sales over $5 million. An investor who purchases $1
million or more of Class A shares and is not assessed a sales charge at the time
of purchase, will be assessed a sales charge equivalent to 1% of the purchase
price if such investor redeems any or all of the Class A shares prior to the
first anniversary of purchase. Under certain circumstances, commissions up to
the amount of the entire sales charge will be reallowed to financial
institutions and intermediaries, which might then be deemed to be "underwriters"
under the Securities Act of 1933.
10
<PAGE> 17
RIGHT OF ACCUMULATION
In calculating the sales charge rates applicable to current purchases of Class A
shares, a "single purchaser" is entitled to cumulate current purchases with the
current value at the offering price of previously purchased Class A and Class B
shares of the Fund and other eligible funds of the Trust, other than the Trust's
money market funds, that are sold subject to a comparable sales charge.
The term "single purchaser" refers to (i) an individual, (ii) an individual and
spouse purchasing shares of the Fund for their own account or for trust or
custodial accounts for their minor children, or (iii) a fiduciary purchasing for
any one trust, estate or fiduciary account, including employee benefit plans
created under Sections 401 or 457 of the Internal Revenue Code of 1986, as
amended (the "Code"), and including related plans of the same employer. To be
entitled to a reduced sales charge based upon shares already owned, the investor
must ask the Distributor for such reduction at the time of purchase and provide
the account number(s) of the investor, the investor and spouse, and their minor
children, and give the age of such children. The Fund may amend or terminate
this right of accumulation at any time as to subsequent purchases.
LETTER OF INTENT
By initially investing at least $2,000 in Class A shares of one or more funds
that impose a comparable sales charge over the next 13 months, the sales charge
may be reduced by completing the Letter of Intent section of the Account
Application Form. The Letter of Intent includes a provision for a sales charge
adjustment depending on the amount actually purchased within the 13-month
period. In addition, pursuant to a Letter of Intent, the Custodian will hold in
escrow the difference between the sales charge applicable to the amount
initially purchased and the sales charge paid at the time of investment, which
is based on the amount covered by the Letter of Intent.
For example, assume an investor signs a Letter of Intent to purchase $250,000 in
Class A shares of one (or more) of the funds of the Trust that impose a
comparable sales charge and, at the time of signing the Letter of Intent,
purchases $100,000 of Class A shares of one of these funds. The investor would
pay an initial sales charge of 2.00% (the sales charge applicable to purchases
of $250,000) and .50% of the investment (representing the difference between the
2.50% sales charge applicable to purchases of $100,000 and the 2.00% sales
charge already paid) would be held in escrow until the investor has purchased
the remaining $150,000 or more in Class A shares under the investor's Letter of
Intent.
The amount held in escrow will be applied to the investor's account at the end
of the 13-month period unless the amount specified in the Letter of Intent is
not purchased. In order to qualify for a Letter of Intent, the investor will be
required to make a minimum purchase of at least $2,000.
The Letter of Intent will not obligate the investor to purchase Class A shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.
OTHER CIRCUMSTANCES
No sales charge is imposed on Class A shares of the Fund: (i) issued through
reinvestment of dividends and capital gains distributions; (ii) acquired through
the exercise of exchange privileges where a comparable sales charge has been
paid for exchanged shares; (iii) purchased by officers, directors or trustees,
retirees and employees (and their spouses and immediate family members) of the
Trust, of BANC ONE CORPORATION and its subsidiaries and affiliates, of the
Distributor and its subsidiaries and affiliates, or of an investment sub-Advisor
of a fund of the Trust and such sub-Advisor's subsidiaries and affiliates; (iv)
sold to affiliates of BANC ONE CORPORATION and certain accounts (other than
Individual Retirement Accounts) for which Authorized Financial Organizations act
in fiduciary, advisory, agency, custodial or similar capacities, or purchased by
11
<PAGE> 18
investment Advisors, financial planners or other intermediaries who have a
dealer arrangement with the Distributor, who place trades for their own accounts
or for the accounts of their clients and who charge a management, consulting or
other fee for their services, as well as clients of such investment Advisors,
financial planners or other intermediaries who place trades for their own
accounts if the accounts are linked to the master account of such investment
Advisor, financial planner or other intermediary; (v) purchased with proceeds
from the recent redemption of Fiduciary Class shares of a fund of the Trust or
acquired in an exchange of Fiduciary Class shares of a fund for Class A shares
of the same fund; (vi) purchased with proceeds from the recent redemption of
shares of a mutual fund (other than a fund of the Trust) for which a sales
charge was paid; (vii) purchased in an Individual Retirement Account with the
proceeds of a distribution from an employee benefit plan, provided that, at the
time of distribution, the employee benefit plan had plan assets invested in a
fund of the Trust; (viii) purchased with Trust assets; (ix) purchased in
accounts as to which a bank or broker-dealer charges an asset allocation fee,
provided the bank or broker-dealer has an agreement with the Distributor; (x)
directly purchased with the proceeds of a dividend distribution on a bond for
which a BANC ONE CORPORATION affiliate bank or trust company is the Trustee or
Paying Agent; or (xi) purchased in connection with plans of reorganization of
the Fund, such as mergers, asset acquisitions and exchange offers to which the
Fund is a party.
An investor relying upon any of the categories of waivers of the sales charge
must qualify for such waiver in advance of the purchase with the Distributor or
the financial institution or intermediary through which shares are purchased by
the investor.
The waiver of the sales charge under circumstances (v), (vi) and (vii) above
applies only if the purchase is made within 60 days of the redemption or
distribution and if conditions imposed by the Distributor are met. The waiver
policy with respect to the purchase of shares through the use of proceeds from a
recent redemption or distribution as described in clauses (v), (vi) and (vii)
above will not be continued indefinitely and may be discontinued at any time
without notice. Investors should call the Distributor at 1-800-480-4111 to
determine whether they are eligible to purchase shares without paying a sales
charge through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of the waiver policies
prior to initiating the procedures described in clauses (v), (vi) and (vii).
ALTERNATIVE SALES ARRANGEMENTS
CLASS B SHARES
Class B shares are not subject to a sales charge when they are purchased, but
are subject to a sales charge (the "Contingent Deferred Sales Charge") if a
Shareholder redeems them prior to the fourth anniversary of purchase. When a
Shareholder purchases Class B shares, the full purchase amount is invested
directly in the Fund. Class B shares of the Fund are subject to an ongoing
distribution and Shareholder service fee at an annual rate of 1.00% of the
Fund's average daily net assets as provided in the Class B Plan (described below
under "The Distributor"). The Distributor has voluntarily agreed to reduce the
amount of this fee to .75% of the Fund's average daily net assets attributable
to the Class B shares, for the indefinite future. This ongoing fee will cause
Class B shares to have a higher expense ratio and to pay lower dividends than
Class A shares. Class B shares convert automatically to Class A shares after six
years, commencing from the end of the calendar month in which the purchase order
was accepted under the circumstances and subject to the qualifications described
in this Prospectus.
Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of the Class B
shares, such as the payment of compensation to dealers and agents for selling
Class B shares. A dealer reallowance of 2.75% of the original purchase price of
the Class B shares will be paid to financial institutions and intermediaries.
12
<PAGE> 19
CONTINGENT DEFERRED SALES CHARGE
If the Shareholder redeems Class B shares prior to the fourth anniversary of
purchase, the Shareholder will pay a Contingent Deferred Sales Charge at the
rates set forth below. The Contingent Deferred Sales Charge is assessed on an
amount equal to the lesser of the then-current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gain
distributions.
The amount of the Contingent Deferred Sales Charge, if any, varies depending on
the number of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of shares, all
payments during a month are aggregated and deemed to have been made on the first
day of the month.
<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE AS A
YEAR(S) PERCENTAGE OF
SINCE DOLLAR AMOUNT
PURCHASE SUBJECT TO CHARGE
- -------- -----------------
<S> <C>
0-1 3.00%
1-2 3.00%
2-3 2.00%
3-4 1.00%
4-5 None
5-6 None
</TABLE>
In determining whether a particular redemption is subject to a Contingent
Deferred Sales Charge, it is assumed that the redemption is first of any Class A
shares in the Shareholder's Fund account (unless the Shareholder elects to have
Class B shares redeemed first) or shares representing capital appreciation, next
of shares acquired pursuant to reinvestment of dividends and capital gain
distributions, and finally of other shares held by the Shareholder for the
longest period of time. This method should result in the lowest possible sales
charge.
To provide an example, assume you purchased 100 shares at $10 per share (a total
cost of $1,000) and prior to the second anniversary after purchase, the net
asset value per share is $12 and during such time you have acquired 10
additional shares through dividends paid in shares. If you then make your first
redemption of 50 shares (proceeds of $600), 10 shares will not be subject to
charge because you received them as dividends. With respect to the remaining 40
shares, the charge is applied only to the original cost of $10 per share and not
to the increase in net asset value of $2 per share. Therefore, $400 of the $600
redemption proceeds is subject to a Contingent Deferred Sales Charge at a rate
of 3.00% (the applicable rate prior to the second anniversary after purchase).
The Contingent Deferred Sales Charge is waived on redemption of shares: (i) for
distributions that are made under a Systematic Withdrawal Plan of the Trust and
that are limited to no more than 10% of the account value annually, determined
in the first year, as of the date the redemption request is received by the
Transfer Agent, and in subsequent years, as of the most recent anniversary of
that date; (ii) following the death or disability (as defined in the Code) of a
Shareholder or a participant or beneficiary of a qualifying retirement plan if
redemption is made within one year of such death or disability; or (iii) to the
extent that the redemption represents a minimum required distribution from an
Individual Retirement Account or other qualifying retirement plan to a
Shareholder who has attained the age of 70 1/2. A Shareholder or his or her
representative should contact the Transfer Agent to determine whether a
retirement plan qualifies for a waiver and must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the Shareholder is
eligible for this waiver. In addition, the following circumstances are not
deemed to result in a "redemption" of Class B shares for purposes of the
assessment of a
13
<PAGE> 20
Contingent Deferred Sales Charge, which is therefore waived: (i) plans of
reorganization of the Fund, such as mergers, asset acquisitions and exchange
offers to which the Fund is a party; or (ii) exchanges for Class B shares of
other funds of the Trust as described under "Exchanges."
CONVERSION FEATURE
Class B shares include all shares purchased pursuant to the Contingent Deferred
Sales Charge which have been outstanding for less than the period ending six
years after the end of the month in which the shares were purchased. At the end
of this period, Class B shares will automatically convert to Class A shares and
will be subject to the lower distribution and Shareholder service fees charged
to Class A shares. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge, fee
or other charge. The conversion is not a taxable event to a Shareholder.
For purposes of conversion to Class A shares, shares received as dividends and
other distributions paid on Class B shares in a Shareholder's Fund account will
be considered to be held in a separate sub-account. Each time any Class B shares
in a Shareholder's Fund account (other than those in the sub-account) convert to
Class A shares, a pro-rata portion of the Class B shares in the sub-account will
also convert to Class A shares.
If a Shareholder effects one or more exchanges among Class B shares of the funds
of the Trust during the six-year period, the Trust will aggregate the holding
periods for the shares of each fund of the Trust for purposes of calculating
that six-year period. Because the per share net asset value of the Class A
shares may be higher than that of the Class B shares at the time of conversion,
a Shareholder may receive fewer Class A shares than the number of Class B shares
converted, although the dollar value will be the same.
EXCHANGES
CLASS A AND FIDUCIARY CLASS
Fiduciary Class Shareholders of the Fund may exchange their shares for Class A
shares of the Fund or for Class A shares or Fiduciary Class shares of another
fund of the Trust.
Class A Shareholders may exchange their shares for Fiduciary Class shares of the
Fund or for Fiduciary Class shares or Class A shares of another fund of the
Trust, if the Shareholder is eligible to purchase such shares.
The exchange privilege may be exercised only in those states where the shares of
the Fund or such other fund of the Trust may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged shares, except
as provided below. The Trust does not impose a charge for processing exchanges
of shares. If a Shareholder seeks to exchange Class A shares of a fund that does
not impose a sales charge for Class A shares of a fund that does or the fund
being exchanged into has a higher sales charge, the Shareholder will be required
to pay a sales charge in the amount equal to the difference between the sales
charge applicable to the fund into which the shares are being exchanged and any
sales charges previously paid for the exchanged shares, including any sales
charges incurred on any earlier exchanges of the shares (unless such sales
charge is otherwise waived, as provided in "Other Circumstances"). The exchange
of Fiduciary Class shares for Class A shares also will require payment of the
sales charge unless the sales charge is waived, as provided in "Other
Circumstances."
CLASS B
Class B Shareholders of the Fund may exchange their shares for Class B shares of
any other fund of the Trust on the basis of the net asset value of the exchanged
Class B shares, without the payment of any Contingent Deferred Sales Charge that
might otherwise be due upon redemption of the outstanding Class B shares. The
newly acquired Class B shares will be subject to the higher Contingent Deferred
Sales Charge of either the fund from which the
14
<PAGE> 21
shares were exchanged or the fund into which the shares were exchanged. With
respect to outstanding Class B shares as to which previous exchanges have taken
place, "higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the fund the shares are
exchanging into or any other fund from which the shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B shares, the
holding period for outstanding Class B shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B shares. For purposes of calculating the holding period applicable to the newly
acquired Class B shares, the newly acquired Class B shares shall be deemed to
have been issued on the date of receipt of the Shareholder's order to purchase
the outstanding Class B shares of the fund from which the initial exchange was
made.
ADDITIONAL INFORMATION REGARDING EXCHANGES
In the case of shares held of record by a Shareholder Servicing Agent but
beneficially owned by a Shareholder, to exchange such shares the Shareholder
should contact the Shareholder Servicing Agent, who will contact the Transfer
Agent and effect the exchange on behalf of the Shareholder. If an exchange
request in good order is received by the Transfer Agent by 4:00 p.m., eastern
time, on any Business Day, the exchange usually will occur on that day. Any
Shareholder who wishes to make an exchange must receive a current prospectus of
the fund of the Trust in which he or she wishes to invest before the exchange
will be effected.
The Trust reserves the right to change the terms and conditions of the exchange
privilege discussed herein upon sixty days' written notice. An exchange between
classes of shares of the same fund is not considered a taxable event; however,
an exchange between funds of the Trust is considered a sale of shares and
usually results in a capital gain or loss for Federal income tax purposes.
Shareholders should consult their tax Advisors for a more complete explanation
of the Federal income tax consequences of an exchange of shares of the Fund.
A more detailed description of the above is set forth in the Statement of
Additional Information.
The Fund's exchange privilege is not intended to afford Shareholders a way to
speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt
the management of the Fund and increase transaction costs, the Fund has
established a policy of limiting excessive exchange activity.
Exchange activity generally will not be deemed excessive if limited to two
substantive exchange redemptions (at least 30 day apart) from the Fund during
any twelve month period. Notwithstanding these limitations, the Fund reserves
the right to reject any purchase request (including exchange purchases from
other One Group portfolios) that is reasonably deemed to be disruptive to
efficient portfolio management.
REDEMPTIONS
Shareholders may redeem their shares without charge (except Class B shares, as
provided above) on any Business Day; shares may ordinarily be redeemed by mail,
by telephone or by wire. All redemption orders are effected at the net asset
value per share next determined for Class A and Fiduciary Class shares, and at
net asset value per share next determined reduced by any applicable Contingent
Deferred Sales Charge for Class B shares, after receipt of a valid request for
redemption. Payment to Shareholders for shares redeemed will be made within
seven days after receipt by the Transfer Agent of the request for redemption.
BY MAIL
A written request for redemption must be received by the Transfer Agent in order
to constitute a valid request for redemption. All written redemption requests
should be sent to The One Group, c/o State Street Bank and Trust Company, P.O.
Box 8500, Boston, MA 02266-8500, or the Shareholder Servicing Agent, if
applicable. The Transfer Agent may require that the signature on the written
request be guaranteed by a commercial bank, a member firm of a domestic stock
exchange, or by a member of the Securities Transfer Association Medallion
Program or the Stock Exchange Medallion Program.
The signature guarantee requirement will be waived if all of the following
conditions apply: (i) the redemption is for $5,000 worth of shares or less; (ii)
the redemption check is payable to the Shareholder(s) of record; and (iii) the
redemption check is mailed to the Shareholder(s) at the address of record. The
Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form
15
<PAGE> 22
or by written instruction to the Transfer Agent or the Shareholder Servicing
Agent, if applicable. There is no charge for having redemption requests mailed
to a designated bank account.
BY TELEPHONE AND WIRE
Shareholders may have the payment of redemption requests wired or mailed to a
domestic commercial bank account previously designated on the Account
Application Form. Wire redemption requests may be made by the Shareholder by
telephone to the Transfer Agent at 1-800-480-4111, provided that the Shareholder
has elected the telephone redemption privilege in writing to the Distributor, or
to the Shareholder Servicing Agent, if applicable. The Transfer Agent may reduce
the amount of a wire redemption payment by its then-current wire redemption
charge, which, as of the date of this Prospectus, is $7.00.
Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the Transfer
Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine, and may be liable for losses resulting from
unauthorized or fraudulent telephone transactions if it does not employ those
procedures. Such procedures may include requesting personal identification
information or recording telephone conversations.
SYSTEMATIC WITHDRAWAL PLAN
Shareholders whose accounts have a value of at least $10,000 may elect to
receive, or may designate another person to receive, monthly, quarterly or
annual payments in a specified amount of not less than $100 each. There is no
charge for this service. Under the Systematic Withdrawal Plan, all dividends and
distributions must be reinvested in shares of the Fund. Purchases of additional
Class A shares while the Systematic Withdrawal Plan is in effect are generally
undesirable because a sales charge is incurred whenever purchases are made.
Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may elect to
receive, or may designate another person to receive, distributions provided the
distributions are limited to no more than 10% of their account value annually,
determined in the first year as of the date the redemption request is received
by the Transfer Agent, and in subsequent years, as of the most recent
anniversary of that date. In addition, Shareholders who have attained the age of
70 1/2 may elect to receive distributions, to the extent that the redemption
represents a minimum required distribution from an Individual Retirement Account
or other qualifying retirement plan.
If the amount of the systematic withdrawal exceeds the income accrued since the
previous withdrawal under the Systematic Withdrawal Plan, the principal balance
invested will be reduced and shares will be redeemed.
OTHER INFORMATION REGARDING REDEMPTIONS
At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such circumstances, the forwarding of proceeds
may be delayed for 15 or more days until payment has been collected for the
purchase of such shares. The Fund intends to pay cash for all shares redeemed.
See "How to invest in The One Group - by Mail."
Due to the relatively high costs of handling small investments, the Fund
reserves the right to redeem, at net asset value, the shares of any Shareholder
if, because of redemptions of shares by or on behalf of the Shareholder, the
account of such Shareholder in the Fund has a value of less than $1,000, the
minimum initial purchase amount. Accordingly, an investor purchasing shares of
the Fund in only the minimum investment amount may be subject to such
involuntary redemption if he or she thereafter redeems any of these shares.
Before the Fund exercises its right to redeem such shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the value
of the shares in his or her account is less than the minimum amount and will be
allowed 60 days to make an additional investment in the Fund in an amount which
will increase the value of the account to at least $1,000.
16
<PAGE> 23
See "Redemption of Shares" in the Statement of Additional Information for
examples of when the Trust may suspend the right of redemption or redeem shares
involuntarily if it appears appropriate to do so in light of the Trust's
responsibilities under the Investment Company Act of 1940.
FUND MANAGEMENT
THE TRUSTEES
The Trustees oversee the management and administration of the Fund. Among their
other duties the Trustees' are responsible for making major decisions relating
to the Fund's investment objectives and policies. The Trustees delegate the
day-to-day management of the Fund to the officers of the Trust and meet at least
quarterly to review the Fund's investment policies, performance, expenses and
other business affairs.
THE ADVISOR
The Trust and Banc One Advisors have entered into an investment advisory
agreement (the "Advisory Agreement"). Under the Advisory Agreement, Banc One
Advisors makes the day-by-day investment decisions for the Fund and continuously
reviews, supervises and administers the Fund's investment program. Banc One
Advisors discharges its responsibilities subject to the supervision of, and
policies established by, the Trustees of the Trust. Banc One Advisors began
serving as investment advisor to the Trust in 1993 and currently serves as
investment advisor to all of the funds of the Trust, as well as advisor to other
mutual funds and individual, corporate, charitable and retirement accounts. Banc
One Advisors and its affiliates have considerable investment management
experience dating back to 1985.
Banc One Advisors is an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, a bank holding company incorporated in the state of Ohio. BANC ONE
CORPORATION currently has affiliate banking organizations in Arizona, Colorado,
Illinois, Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West
Virginia and Wisconsin. In addition, BANC ONE CORPORATION has several affiliates
that engage in data processing, venture capital, investment and merchant
banking, and other diversified services including trust management, investment
management, brokerage, equipment leasing, mortgage banking, consumer finance and
insurance. The Trust's shares are not deposits or obligations of, or endorsed or
guaranteed by BANC ONE CORPORATION or its bank or non-bank affiliates. The
Trust's shares are not insured or guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") or by any other governmental agency or government sponsored
agency of the Federal government or any state.
On a consolidated basis, BANC ONE CORPORATION had assets of over $97 billion as
of June 30, 1996.
THE FUND MANAGERS
Gary J. Madich, CFA, is Senior Managing Director of Fixed Income Securities. Mr.
Madich joined Banc One Advisors in February, 1995. Prior to joining Banc One
Advisors, Mr. Madich was a Senior Vice President and Portfolio Manager with
Federated Investors. Mr. Madich has seventeen years of investment management
experience.
Scott Grimshaw is the Manger of the Fund. Mr. Grimshaw also is head of
Derivatives Research for Banc One Advisors and Manager of the fixed income
portion of the Asset Allocation Fund, having served in that position since
November, 1994. Mr. Grimshaw served as the Senior Investment Officer in the
Quantitative and Analysis Group for BANC ONE CORPORATION prior to his current
position. Mr. Grimshaw has been employed by BANC ONE CORPORATION or its
affiliates since 1988.
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The Fund pays Banc One Advisors an investment advisory fee, which is calculated
daily and paid monthly, at an annual rate of .40% of the average daily net
assets of the Fund. Banc One Advisors may voluntarily agree to waive a part of
its fees. (See "About the Fund -- Expense Summary.") These fee waivers are
voluntary and may be terminated at any time. Shareholders will be notified in
advance if and when these waivers are terminated.
THE DISTRIBUTOR
The One Group Services Company (the "Distributor"), a wholly-owned subsidiary of
the BISYS Group, Inc., and the Trust are parties to a distribution agreement
(the "Distribution Agreement") under which shares of the Fund are sold on a
continuous basis.
Class A shares are subject to a distribution and Shareholder services plan (the
"Plan"). As provided in the Plan, the Trust will pay the Distributor a fee of
.35% of the average daily net assets of Class A shares of the Fund. Currently,
the Distributor has voluntarily agreed to limit payments under the Plan to .25%
of the average daily net assets of Class A shares of the Fund. Up to .25% of the
fees payable under the Plan may be used as compensation for Shareholder services
by the Distributor and/or financial institutions and intermediaries. All such
fees that may be paid under the Plan will be paid pursuant to Rule 12b-1 of the
Investment Company Act of 1940. The Distributor may apply these fees toward: (i)
compensation for its services in connection with distribution assistance or
provision of Shareholder services; or (ii) payments to financial institutions
and intermediaries such as banks (including affiliates of Banc One Advisors),
savings and loan associations, insurance companies, investment counselors,
broker-dealers, and the Distributor's affiliates and subsidiaries, as
compensation for services or reimbursement of expenses incurred in connection
with distribution assistance or provision of Shareholder services.
Class B shares are subject to a Contingent Deferred Sales Charge if such shares
are redeemed prior to the sixth anniversary of purchase. Class B shares of the
Fund are subject to an ongoing distribution and Shareholder service fee as
provided in the Class B distribution and Shareholder services plan (the "Class B
Plan") at an annual rate of 1.00% of the Fund's average daily net assets, which
includes Shareholder servicing fees of .25% of the Fund's average daily net
assets. Currently, the Distributor has voluntarily agreed to limit payments
under the Class B Plan to .75% of the average daily net assets of the Class B
shares of the Fund.
Proceeds from the Contingent Deferred Sales Charge and the distribution and
Shareholder service fees under the Class B Plan are payable to the Distributor
and financial intermediaries to defray the expenses of advance brokerage
commissions and expenses related to providing distribution-related and
Shareholder services to the Fund in connection with the sale of Class B shares,
such as the payment of compensation to dealers and agents for selling Class B
shares. The combination of the Contingent Deferred Sales Charge and the
distribution and Shareholder service fees facilitate the ability of the Fund to
sell the Class B shares without a sales charge being deducted at the time of
purchase.
The Plan and the Class B Plan are characterized as compensation plans since the
distribution fees will be paid to the Distributor without regard to the
distribution or Shareholder service expenses incurred by the Distributor or the
amount of payments made to financial institutions and intermediaries. The Fund
also may execute brokerage or other agency transactions through an affiliate of
Banc One Advisors or through the Distributor for which the affiliate or the
Distributor receives compensation. Pursuant to guidelines adopted by the Board
of Trustees of the Trust, any such compensation will be reasonable and fair
compared to compensation received by other brokers in connection with comparable
transactions.
Fiduciary Class shares of the Fund are offered without distribution fees to
institutional investors, including Authorized Financial Organizations. It is
possible that an institution may offer different classes of shares to its
customers and thus receive different compensation with respect to different
classes of shares. In addition, a
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<PAGE> 25
financial institution that is the record owner of shares for the account of its
customers may impose separate fees for account services to its customers.
THE ADMINISTRATOR
The One Group Services Company (the "Administrator"), a wholly-owned subsidiary
of the BISYS Group, Inc., and the Trust are parties to an administration
agreement relating to the Fund (the "Administration Agreement"). Under the terms
of the Administration Agreement, the Administrator is responsible for providing
the Trust with administrative services (other than investment advisory
services), including regulatory reporting and all necessary office space,
equipment, personnel and facilities.
Banc One Advisors also serves as Sub-Administrator to each fund of the Trust,
pursuant to an agreement between the Administrator and Banc One Advisors.
Pursuant to this agreement, Banc One Advisors performs many of the
Administrator's duties, for which Banc One Advisors receives a fee paid by the
Administrator.
The Administrator is entitled to a fee for administrative services, which is
calculated daily and paid monthly, at an annual rate of .20% of each fund's
average daily net assets on the first $1.5 billion in Trust assets (excluding
The One Group Treasury Only Money Market Fund, The One Group Government Money
Market Fund and The One Group Investor Funds), .18% of each fund's average daily
net assets to $2 billion in Trust assets (excluding The One Group Treasury Only
Money Market Fund, The One Group Government Money Market Fund and The One Group
Investor Funds), and .16% of each fund's average daily net assets when Trust
assets exceed $2 billion (excluding The One Group Treasury Only Money Market
Fund, The One Group Government Money Market Fund and The One Group Investor
Funds).
THE TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 acts
as Transfer Agent and Custodian for the Trust, for which services it receives a
fee. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940. Bank One Trust Company, N.A.
serves as Sub-Custodian in connection with the Trust's securities lending
activities, pursuant to an agreement between State Street Bank and Trust Company
and Bank One Trust Company. Bank One Trust Company receives a fee paid by the
Trust.
COUNSEL AND INDEPENDENT ACCOUNTANTS
Ropes & Gray serves as counsel to the Trust. Coopers & Lybrand L.L.P. serves as
the independent accountants of the Trust.
OTHER INFORMATION
THE TRUST
The Trust was organized as a Massachusetts Business Trust under a Declaration of
Trust filed on May 23, 1985. The Declaration of Trust permits the Trust to offer
separate funds and different classes of each fund. All consideration received by
the Trust for shares of any fund and all assets of such fund belong to that fund
and would be subject to liabilities related thereto.
The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organizational expenses. The total expenses
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<PAGE> 26
for the Fund for the most recent fiscal year are set forth in this Prospectus
under the heading "Expense Summary."
Banc One Advisors and the Administrator of the Fund each bears all expenses
incurred in connection with the performance of their services as investment
Advisor and administrator, respectively, other than the cost of securities
(including brokerage commissions, if any) purchased for the Fund.
As a general matter, expenses are allocated to each class of shares of the Fund
on the basis of the net asset value of that class in relation to the net asset
value of the Fund. At present, the only expenses that are allocated to Class A
and Class B shares, other than in accordance with the relative net asset value
of the class, are the different distribution and Shareholder services costs. See
"Expense Summary." At present, no expenses are allocated to Fiduciary Class
shares as a class that are not also borne by the other classes of shares of the
Fund in proportion to the relative net asset values of the shares of such
classes.
The organizational expenses of the Fund have been capitalized and are being
amortized in the first five years of the Fund's operations. Such amortization
will reduce the amount of income available for payment as dividends.
VOTING RIGHTS
Each share held entitles the Shareholder of record to one vote. Therefore, the
number of votes a Shareholder is entitled to depends on the number of shares
owned by that Shareholder. Each fund of the Trust will vote separately on
matters relating solely to that fund. In addition, each class of a fund shall
have exclusive voting rights on any matter submitted to Shareholders that
relates solely to that class, and shall have separate voting rights on any
matter submitted to Shareholders in which the interests of one class differ from
the interests of any other class. However, all fund Shareholders will have equal
voting rights on matters that affect all fund Shareholders equally. As a
Massachusetts Business Trust, the Trust is not required to hold annual meetings
of Shareholders but approval will be sought for certain changes in the operation
of the Trust and for the election of Trustees under certain circumstances. In
addition, a Trustee may be elected or removed by the remaining Trustees or by
Shareholders at a special meeting called upon written request of Shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the Shareholders requesting the meeting.
DIVIDENDS
Substantially all of the net investment income (exclusive of capital gains) is
determined and declared daily, and is distributed in the form of monthly
dividends to Shareholders of Record of the Fund on the first Business Day of
each month. Capital gains of the Fund, if any, will be distributed at least
annually.
To maintain a relatively even rate of distributions from the Fund rather than
having substantial fluctuations from period to period, the monthly distributions
level from the Fund may be fixed from time to time at rates consistent with Banc
One Advisors' long-term earnings expectations.
Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B, or Fiduciary Class shares, as
applicable, at the net asset value next determined following the record date,
unless the Shareholder has elected to take such payment in cash. Such election,
or any revocation thereof, must be made in writing, at least 15 days prior to
distribution, to the Transfer Agent at P.O. Box 8500, Boston, MA 02266-8500, and
will become effective with respect to dividends and distributions having record
dates after its receipt by the Transfer Agent. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions paid
in cash.
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Class B shares received as dividends and capital gains distributions at the net
asset value next determined following the record date shall be held in a
separate Class B sub-account. Each time any Class B shares (other than those in
the sub-account) convert to Class A shares, a pro-rata portion of the Class B
shares in the sub-account will also convert to Class A shares. (See "Conversion
Feature.")
Dividends and distributions of the Fund are paid on a per-share basis. The value
of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution even though
such distribution would, in effect, represent a return of the Shareholder's
investment.
The amount of dividends payable on Fiduciary Class shares will be more than the
dividends payable on Class A and Class B shares because of the distribution
expenses charged to Class A and Class B shares.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be directed to the Administrator, The One Group
Services Company, 3435 Stelzer Road, Columbus, Ohio 43219.
REPORTING
The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.
OTHER INVESTMENT POLICIES
TEMPORARY DEFENSIVE POSITION
For temporary defensive purposes during periods when Banc One Advisors
determines that market conditions warrant such action, the Fund may invest up to
100% of its assets in money market instruments, and may hold a portion of its
assets in cash for liquidity purposes.
To the extent the Fund is engaged in a temporary defensive position, it will not
be pursuing its investment objective.
PORTFOLIO TURNOVER
Portfolio turnover may vary greatly from year to year, as well as within a
particular year. It is presently estimated that the annual portfolio turnover
rate of the Fund will not exceed 100%. Higher portfolio turnover rates will
likely result in higher transaction costs to the Fund and may result in
additional tax consequences to the Fund's Shareholders.
INVESTMENT LIMITATIONS
The investment objective and the following investment limitations are
fundamental policies of the Fund. Fundamental policies cannot be changed without
the consent of the holders of a majority of the Fund's outstanding shares. The
term "majority of the outstanding shares" means the vote of (i) 67% or more of
the Fund's shares present at a meeting, if more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (ii) more than 50% of
the Fund's outstanding shares, whichever is less.
The Fund may not:
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<PAGE> 28
1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities, and if consistent with the
Fund's investment objective and policies, repurchase agreements involving such
securities) if as a result more than 5% of the total assets of the Fund would be
invested in the securities of such issuer or the Fund would own more than 10% of
the outstanding voting securities of such issuer. This restriction applies to
75% of the Fund's assets. For purposes of these limitations, a security is
considered to be issued by the government entity whose assets and revenues
guarantee or back the security. With respect to private activity bonds or
industrial development bonds backed only by the assets and revenues of a
non-governmental user, such user would be considered the issuer.
2. Purchase any securities that would cause more than 25% of the total assets of
the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the U.S. government or its agencies and instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation (i)
utilities will be divided according to their services (for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry); and (ii) wholly-owned finance companies will be considered to be in
the industries of their parents if their activities are primarily related to
financing the activities of their parents.
3. Make loans, except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objective and policies; (ii) enter into
repurchase agreements; and (iii) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.
The foregoing percentages will apply at the time of the purchase of a security.
Additional investment limitations are set forth in the Statement of Additional
Information.
DESCRIPTION OF PERMITTED INVESTMENTS
The following is a description of certain of the permitted investments for the
Fund.
U.S. TREASURY OBLIGATIONS -- The Fund may invest in bills, notes and bonds
issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS") and Coupon Under Book Entry Safekeeping ("CUBES").
STRIPS and CUBES are sold as zero coupon securities, which means that they are
sold at a substantial discount and redeemed at face value at their maturity date
without interim cash payments of interest or principal. This discount is
amortized over the life of the security, and such amortization will constitute
the income earned on the security for both accounting and tax purposes. Because
of these features, these securities may be subject to greater interest rate
volatility than interest-paying U.S. Treasury obligations.
U.S. GOVERNMENT AGENCIES -- Certain Federal agencies have been established as
instrumentalities of the U.S. government to supervise and finance specific types
of activities. Select agencies, such as the Government National Mortgage
Association ("Ginnie Mae") and the Export-Import Bank, are supported by the full
faith and credit of the U.S. Treasury; others, such as the Federal National
Mortgage Association ("Fannie Mae"), are supported by the credit of the
instrumentality and have the right to borrow from the U.S. Treasury; others are
supported by the authority of the U.S. government to purchase the agency's
obligations; while still others, such as the Federal Farm Credit Banks and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported solely by
the credit of the instrumentality itself. No assurance can be given that the
U.S. government would provide financial support to U.S. government sponsored
agencies or instrumentalities if it is not obligated to do so by law.
Obligations of U.S. government agencies include debt issues, callable debt
issues, securities with step-up coupons and mortgage-backed securities issued or
guaranteed by select agencies.
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INVESTMENT COMPANY SECURITIES -- The Fund may invest up to 5% of its total
assets in the securities of any one investment company, but may not own more
than 3% of the securities of any one investment company or invest more than 10%
of its assets in the securities of other investment companies. The Fund will
only invest in investment companies which invest exclusively in U.S. Treasury
and other U.S. Agency obligations. Because other investment companies employ an
investment Advisor, such investment by the Fund may cause Shareholders to bear
duplicative fees. Banc One Advisors will waive its fee attributable to the
assets of the investing fund invested in a money market fund of the Trust and in
other funds advised or administered by Banc One Advisors; and, to the extent
required by the laws of any state in which shares of the Trust are sold, Banc
One Advisors will waive its fees attributable to the assets of the Fund invested
in any investment company.
SECURITIES LENDING -- In order to generate additional income, the Fund may lend
up to 33% of the securities in which it is invested pursuant to agreements
requiring that the loan be continuously secured by cash, securities of the U.S.
government or its agencies, shares of an investment trust or mutual fund or any
combination of cash and such securities as collateral equal at all times to at
least 100% of the market value plus accrued interest on the securities lent. The
Fund will continue to receive interest on the securities lent while
simultaneously seeking to earn interest on the investment of cash collateral in
U.S. government securities, shares of an investment trust or mutual fund, or
other short-term, highly liquid investments. Collateral is marked to market
daily to provide a level of collateral at least equal to the market value of the
securities lent. There may be risks of delay in recovery of the securities or
even loss of rights in the collateral should the borrower of the securities fail
financially. However, loans will only be made to borrowers deemed by Banc One
Advisors to be of good standing under guidelines established by the Trust's
Board of Trustees and when, in the judgment of Banc One Advisors, the
consideration which can be earned currently from such securities loans justifies
the attendant risk. The Fund will enter into loan arrangements only with
counterparties which Banc One Advisors has deemed to be creditworthy under
guidelines established by the Board of Trustees. Loans are subject to
termination by the Fund or the borrower at any time, and are therefore, not
considered to be illiquid investments.
VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. The interest rates on these securities may be reset daily,
weekly, quarterly or some other reset period, and may have a floor or ceiling on
interest rate charges. There is a risk that the current interest rate on such
obligations may not accurately reflect existing market interest rates. These
instruments will be purchased only if they are issued by the U.S. Treasury or
another U.S. government agency.
MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are debt obligations
secured by real estate loans and pools of loans. The Fund may acquire securities
representing an interest in a pool of mortgage loans that are issued or
guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. The Fund will only
purchase mortgage-backed securities that are not structured to provide for
redistribution of the cash flows of mortgage-related products to different bond
classes (called tranches), and are thus not considered to be derivatives.
Mortgage-backed securities are in most cases "pass-through" instruments, through
which the holder receives a share of all interest and principal payments from
the mortgages underlying the certificate. Because the prepayment characteristics
of the underlying mortgages vary, it is not possible to predict accurately the
average life or realized yield of a particular issue of pass-through
certificates. During periods of declining interest rates, prepayment of
mortgages underlying mortgage-backed securities can be expected to accelerate.
When the mortgage obligations are prepaid, the Fund may have to reinvest in
securities with a lower yield. Moreover, prepayment of mortgages which underlie
securities purchased at a premium could result in capital losses.
REGULATION OF MORTGAGE LOANS -- Mortgage loans are subject to a variety of state
and Federal regulations designed to protect borrowers which may impair the
ability of the mortgage lender to enforce its rights under the mortgage
documents. These regulations include legal restraints on foreclosures, homeowner
rights of redemption after foreclosure, Federal and state bankruptcy and debtor
relief laws, restrictions on enforcement of mortgage loan "due on sale" clauses
and state usury laws. Even when the Fund invests in mortgage-backed securities
issued
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<PAGE> 30
or guaranteed by the U.S. government, its agencies or instrumentalities, these
regulations may adversely affect the Fund's investments by delaying the Fund's
receipt of payments derived from principal or interest on mortgage loans
affected by such regulations.
GOVERNMENT ADJUSTABLE RATE MORTGAGE LOANS ("ARMS") -- ARMs eligible for
inclusion in a mortgage pool will generally provide for a fixed initial mortgage
interest rate for a specified period of time. Thereafter, the interest rates
(the "Mortgage Interest Rates") may be subject to periodic adjustment based on
changes in the applicable index rate (the "Index Rate"). The adjusted rate would
be equal to the Index Rate plus a gross margin, which is a fixed percentage
spread over the Index Rate established for each ARM at the time of its
origination.
Adjustable interest rates can cause payment increases that some borrowers may
find difficult to make. However, certain ARMs may provide that the Mortgage
Interest Rate may not be adjusted to a rate above an applicable lifetime maximum
rate or below an applicable lifetime minimum rate for such ARM. Certain ARMs may
also be subject to limitations on the maximum amount by which the Mortgage
Interest Rate may adjust for any single adjustment period (the "Maximum
Adjustment"). Other ARMs ("Negatively Amortizing ARMs") may provide instead or
as well for limitations on changes in the monthly payment on such ARMs.
Limitations on monthly payments can result in monthly payments which are greater
or less than the amount necessary to amortize a Negatively Amortizing ARM by its
maturity at the Mortgage Interest Rate in effect in any particular month. In the
event that a monthly payment is not sufficient to pay the interest accruing on a
Negatively Amortizing ARM, any such excess interest is added to the principal
balance of the loan, causing negative amortization and will be repaid through
future monthly payments. It may take borrowers under Negatively Amortizing ARMs
longer periods of time to achieve equity and may increase the likelihood of
default by such borrowers. In the event that a monthly payment exceeds the sum
of the interest accrued at the applicable Mortgage Interest Rate and the
principal payment which would have been necessary to amortize the outstanding
principal balance over the remaining term of the loan, the excess (or
"accelerated amortization") further reduces the principal balance of the ARM.
Negatively Amortizing ARMs do not provide for the extension of their original
maturity to accommodate changes in their Mortgage Interest Rate. As a result,
unless there is a periodic recalculation of the payment amount (which there
generally is), the final payment may be substantially larger than the other
payments. These limitations on periodic increases in interest rates and on
changes in monthly payments protect borrowers from unlimited interest rate and
payment increases.
There are two main categories of indices which provide the basis for rate
adjustments on ARMs: those based on U.S. Treasury securities and those derived
from a calculated measure such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year, three-year and
five-year constant maturity Treasury bill rates, the three-month Treasury bill
rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities,
the 11th District Federal Home Loan Bank Cost of Funds, the National Median Cost
of Funds, the one-month, three-month, six-month or one-year London Interbank
Offered Rate ("LIBOR"), the prime rate of a specific bank, or commercial paper
rates. Some indices, such as the one-year constant maturity Treasury rate,
closely mirror changes in market interest rate levels. Others, such as the 11th
District Federal Home Loan Bank Cost of Funds index, tend to lag behind changes
in market rate levels and tend to be somewhat less volatile. The degree of
volatility in the market value of the Fund's portfolio and therefore in the net
asset value of the Fund's shares will be a function of the length of the
interest rate reset periods and the degree of volatility in the applicable
indices.
DESCRIPTION OF RATINGS
The following descriptions are summaries of published ratings.
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<PAGE> 31
DESCRIPTION OF COMMERCIAL PAPER RATINGS
The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service ("Moody's"),
Fitch's Investors Service ("Fitch"), Duff and Phelps ("Duff"), and IBCA Limited
("IBCA"), respectively.
Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+, 1, and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a high degree of safety regarding timely payment but not as
high as A-1.
Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to be of the "highest" quality and "higher" quality respectively on the
basis of relative repayment capacity.
The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second
highest commercial paper rating assigned by Fitch which reflects an assurance of
timely payment only slightly less in degree than the strongest issues.
The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by ample asset protection. Risk
factors are minor. Paper rated Duff-2 is regarded as having good certainty of
timely payment, good access to capital markets and sound liquidity factors and
company fundamentals. Risk factors are small.
The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are supported
by a strong capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial conditions.
DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS
The following descriptions of S&P's and Moody's corporate and municipal bond
ratings have been published by S&P and Moody's, respectively.
Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay
principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in a small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
Bonds that are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with bonds rated Aaa, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements
25
<PAGE> 32
may be of greater amplitude or there may be other elements present that make the
long-term risks appear somewhat larger than in Aaa securities.
Bonds that are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
PERFORMANCE
From time to time, the Fund may advertise yield, total return and/or
distribution rate. These figures will be based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to the
annualized income generated by an investment in the Fund over a specified 30-day
period. The yield is calculated by assuming that the income generated by the
investment during that period is generated over a one-year period and is shown
as a percentage of the investment.
Total return is the change in value of an investment in the Fund over a given
period, assuming reinvestment of any dividends and capital gains. A cumulative
total return reflects an actual rate of return over a stated period of time. An
average annual total return is a hypothetical rate of return that, if achieved
annually, would have produced the same cumulative total return if performance
had been constant over the entire period. Average annual total returns smooth
out variations in performance; they are not the same as actual year-by-year
results.
The distribution rate is computed by dividing the total amount of the dividends
per share paid out during the past period by the maximum offering price or
month-end net asset value depending on the class of the Fund. This figure is
then "annualized" (multiplied by 365 days and divided by the applicable number
of days in the period). Funds with a front-end sales charge would incorporate
the offering price into the distribution yield in place of month-end net asset
value.
Distribution rate is a measure of the level of income paid out in cash to
Shareholders over a specified period. It differs from yield and total return and
is not intended to be a complete measure of performance. Furthermore, the
distribution rate may include return of principal and/or capital gains. Total
return is the change in value of a hypothetical investment over a given period
assuming reinvestment of dividends and capital gain distributions. The yield
refers to the cumulative 30-day rolling net investment income, divided by
maximum offering price and multiplied by average shares outstanding during this
period. See the Statement of Additional Information.
The Trust will include information on all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. The
performance for Fiduciary Class shares may be higher than for Class A shares and
Class B shares because Fiduciary Class shares are not subject to sales charges
and distribution expenses.
The performance of each class of the Fund may from time to time be compared to
that of other mutual funds tracked by mutual fund rating services, to that of
broad groups of comparable mutual funds or to that of unmanaged indices that may
assume investment of dividends but do not reflect deductions for administrative
and management costs. In addition, the performance of each class of the Fund may
be compared to other funds or to relevant indices that may calculate total
return without reflecting sales charges; in which case, the Fund may advertise
its total return in the same manner. If reflected, sales charges would reduce
these total return calculations.
Further information about the performance of each class of the Fund is contained
in the Trust's Annual Report to Shareholders for The One Group Treasury & Agency
Fund, which may be obtained without charge by calling 1-800-480-4111.
26
<PAGE> 33
TAXES
The following summary of Federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial, or
administrative action. No attempt has been made to present a complete
explanation of the Federal, state, local or foreign income tax treatment of the
Fund or its Shareholders. Accordingly, Shareholders are urged to consult their
tax Advisors regarding specific questions as to the tax consequences of
investing in the Fund.
TAX STATUS OF THE FUND
The Fund is treated as a separate entity for Federal income tax purposes and is
not combined with the Trust's other funds. The Fund intends to qualify as a
"regulated investment company" for Federal income tax purposes and to meet all
other requirements that are necessary for it to be relieved of Federal taxes on
that part of its net investment income and net capital gains (the excess of net
long-term capital gain over net short-term capital loss) that is distributed to
Shareholders.
TAX STATUS OF DISTRIBUTIONS
The Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders of
each class of shares of the Fund on at least an annual basis. Generally,
dividends from net investment income will be taxable to Shareholders as ordinary
income whether received in cash or in additional shares, and any net capital
gains will be distributed at least annually and will be taxed to Shareholders as
long-term capital gains, regardless of how long the Shareholder has held shares.
Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under the Code ("qualified retirement plans"), will not be taxable.
The Federal tax treatment of qualified retirement plans, as well as
distributions from such plans, is governed by specific provisions of the Code.
If shares are held by a retirement plan that ceases to qualify for tax-exempt
treatment under the Code or by an individual who has received such shares as a
distribution from a retirement plan, the Fund's distributions will be taxable to
such plan or individual as described in the preceding paragraph. Persons
considering directing the investment of their qualified retirement plan account
in the Fund and qualified retirement plan trusts considering purchasing such
shares, should consult their tax Advisors for a more complete explanation of the
Federal tax consequences, and for an explanation of the state, local and (if
applicable) foreign tax consequences of making such an investment.
The Fund will make annual reports to Shareholders of the Federal income tax
status of all distributions.
Certain securities purchased by the Fund (such as STRIPS, and CUBES), as defined
in the "Description of Permitted Investments," are sold at original issue
discount and thus do not make periodic cash interest payments. The Fund will be
required to include as part of its current income the imputed interest on such
obligations even though the Fund has not received any interest payments on such
obligations during that period. Because the Fund distributes substantially all
of its net investment income to its Shareholders (including such imputed
interest), the Fund may have to sell portfolio securities in order to generate
the cash necessary for the required distributions. Such sales may occur at a
time when Banc One Advisors would not have chosen to sell such securities and
may result in a taxable gain or loss.
Dividends declared by the Fund in October, November or December of any year and
payable to Shareholders of record on a date in such a month will be deemed to
have been paid by the Fund and received by Shareholders on December 31 of that
year, if paid by the Fund at any time during the following January.
The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for Federal excise tax.
27
<PAGE> 34
Dividends received by a Shareholder that are derived from the Fund's investments
in U.S. government obligations may not be entitled to the exemptions from state
and local income taxes that would be available if the Shareholder had purchased
U.S. government obligations directly. The Fund will inform Shareholders annually
of the percentage of income and distributions derived from U.S. government
obligations. Shareholders should consult their tax Advisors regarding the state
and local tax treatment of the income dividends received from the Fund.
Sale, exchange, or redemption of Fund shares by a Shareholder will generally be
a taxable event to such Shareholder.
28
<PAGE> 35
[THIS PAGE INTENTIONALLY LEFT BLANK]
29
<PAGE> 36
[THIS PAGE INTENTIONALLY LEFT BLANK]
30
<PAGE> 37
Investment Advisor and Sub-Administrator
Banc One Investment Advisors Corporation
774 Park Meadow Road
Columbus, OH 43271-0211
Distributor
The One Group Services Company
3435 Stelzer Road
Columbus, OH 43219
Administrator
The One Group Services Company
3435 Stelzer Road
Columbus, OH 43219
Transfer Agent and Custodian
State Street Bank and Trust Company
P.O. Box 8500
Boston, MA 02266-8500
Legal Counsel
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, D.C. 20005
Independent Accountants
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, OH 43215
31
<PAGE> 38
THE ONE GROUP(R)
CROSS REFERENCE SHEET
COMBINED STATEMENT OF
ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
COMBINED STATEMENT OF
ADDITIONAL INFORMATION
FORM N-1A PART A ITEM CAPTION
- --------------------- -------
<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History The Trust; Additional
Information - Description of
Shares
13. Investment Objective and Policies Investment Objectives and
Policies
14. Management of the Fund Management of the Trust
15. Control Persons and Principal Additional Information -
Holders of Securities Miscellaneous
16. Investment Advisory and Other
Services Management of the Trust
17. Brokerage Allocation Management of the Trust -
Portfolio Transactions
18. Capital Stock and Other Securities Valuation; Additional
Information
Regarding the Calculation of
Per Share Net Asset Value;
Additional Purchase and
Redemption Information;
Additional Information
19. Purchase, Redemption and Pricing of Valuation; Additional
Securities Being Offered Information
Regarding the Calculation of
Per Share Net Asset Value;
Additional
Purchase and Redemption
Information; Management of the
Trust
20. Tax Status Investment Objectives and
Policies - Additional Tax
Information Concerning the
Fund
</TABLE>
1
<PAGE> 39
<TABLE>
<CAPTION>
COMBINED STATEMENT OF
ADDITIONAL INFORMATION
FORM N-1A PART A ITEM CAPTION
- --------------------- -------
<S> <C>
21. Underwriters Management of the Trust -
Distributor
22. Calculation of Performance Data Additional Information -
Calculation of Performance
Data
23. Financial Statements New Fund -- None Available
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.
2
<PAGE> 40
STATEMENT OF ADDITIONAL INFORMATION
THE ONE GROUP(R)
The One Group Treasury & Agency Fund (the "Treasury & Agency Fund")
November 1, 1996
This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectus for the Treasury & Agency Fund dated November
1, 1996. This Statement of Additional Information is incorporated in its
entirety into that Prospectus. A copy of the Prospectus may be obtained by
writing to the Distributor for the Trust, The One Group Services Company, 3435
Stelzer Road, Columbus, Ohio 43219, or by telephoning toll free (800)-480-4111.
3
<PAGE> 41
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE TRUST
INVESTMENT OBJECTIVES AND POLICIES 5
Additional Information on Fund Instruments
Government Securities 6
Mortgage-related Securities 6
Yield, Market Value and Risk Considerations of Mortgage-Backed
Securities 8
Securities Lending 9
Variable and Floating Rate Notes 9
Investment Restrictions 11
Portfolio Turnover 13
Additional Tax Information Concerning the Fund 13
VALUATION 16
Valuation of the Fund 16
ADDITIONAL INFORMATION REGARDING THE CALCULATION OF PER SHARE NET
ASSET VALUE 16
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION 16
MANAGEMENT OF THE TRUST 19
Trustees & Officers 19
Investment Advisor 22
Banc One Investment Advisors Corporation 22
Glass-Steagall Act 23
Portfolio Transactions 23
Administrator 25
Expenses 26
Distributor 26
Distribution Plan 26
Custodian and Transfer Agent 27
Experts 28
ADDITIONAL INFORMATION 28
Description of Shares 28
Shareholder and Trustee Liability 29
Calculation of Performance Data 29
Miscellaneous 31
APPENDIX 33
</TABLE>
4
<PAGE> 42
THE TRUST
The One Group (the "Trust") is an open-end management investment
company. The Trust consists of forty series of units of beneficial interest
("Shares") each representing interests in one of forty separate investment
portfolios ("Fund" or "Funds", formerly "Portfolios"). This Statement of
Additional Information contains information relating to the Treasury & Agency
Fund only.
Information regarding The One Group U.S. Treasury Securities Money
Market Fund, The One Group Prime Money Market Fund, The One Group Municipal
Money Market Fund, The One Group Ohio Municipal Money Market Fund, The One Group
Income Equity Fund, The One Group Disciplined Value Fund, The One Group Growth
Opportunities Fund, The One Group International Equity Index Fund, The One Group
Equity Index Fund, The One Group Large Company Value Fund, The One Group Large
Company Growth Fund, The One Group Asset Allocation Fund, The One Group Income
Bond Fund, The One Group Limited Volatility Bond Fund, The One Group
Intermediate Bond Fund, The One Group Government Bond Fund, The One Group Ultra
Short-Term Income Fund, The One Group Municipal Income Fund, The One Group
Intermediate Tax-Free Bond Fund, The One Group Ohio Municipal Bond Fund, The One
Group Texas Tax-Free Bond Fund, The One Group West Virginia Municipal Bond Fund,
The One Group Kentucky Municipal Bond Fund, The One Group Arizona Municipal Bond
Fund, The One Group Treasury Money Market Fund, The One Group Treasury Only
Money Market Fund, The One Group Government Money Market Fund, The One Group Tax
Exempt Money Market Fund, The One Group Institutional Prime Money Market Fund,
The One Group Louisiana Municipal Bond Fund, The One Group Value Growth Fund,
The One Group Gulf South Growth Fund, The One Group Income Fund, The One Group
Investor Growth Fund, The One Group Investor Growth & Income Fund, The One Group
Investor Aggressive Growth Fund, The One Group Investor Fixed Income Fund, The
One Group Investor Conservative Growth Fund, and The One Group Investor Balanced
Fund is contained in a separate Statement of Information dated November 1, 1996
which may be obtained by writing to the Distributor for the Trust, The One Group
Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, or by telephoning
toll free (800) 480-4111.
The Fund is a diversified mutual fund, as defined under the Investment
Company Act of 1940, as amended (the "1940 Act"). The shares in the Fund are
offered in three separate classes: Fiduciary Class Shares, Class A Shares and
Class B Shares. Much of the information contained herein expands upon subjects
discussed in the Prospectus. No investment in a particular class of Shares of
the Fund should be made without first reading the Prospectus.
5
<PAGE> 43
INVESTMENT OBJECTIVES AND POLICIES
The following policies supplement the Fund's investment objective and
policies as set forth in the Prospectus for the Fund.
ADDITIONAL INFORMATION ON FUND INSTRUMENTS
GOVERNMENT SECURITIES
The Fund may invest in obligations issued or guaranteed by the U.S.
Treasury and obligations issued or guaranteed by agencies and instrumentalities
of the U.S. government. Obligations of certain agencies and instrumentalities of
the U.S. government are supported by the full faith and credit of the U.S.
Treasury; others are supported by the right of the issuer to borrow from the
Treasury; others are supported by the discretionary authority of the U.S.
government to purchase the agency's obligations; and still others are supported
only by the credit of the instrumentality. No assurance can be given that the
U.S. government would provide financial support to U.S. government-sponsored
agencies or instrumentalities if it is not obligated to do so by law. The Fund
will invest in the obligations of such agencies or instrumentalities only when
Banc One Advisors believes that the credit risk with respect thereto is minimal.
For information on mortgage-related securities issued by certain agencies or
instrumentalities of the U.S. government, see "Investment Objectives and
Policies--Mortgage-related Securities" in this Statement of Additional
Information.
MORTGAGE-RELATED SECURITIES
The Fund may, consistent with its investment objective and policies,
invest in mortgage-related securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities.
Mortgage-related securities, for purposes of the Prospectus and this
Statement of Additional Information, represent pools of mortgage loans assembled
for sale to investors by various governmental agencies such as the Government
National Mortgage Association ("Ginnie Mae") and government-related
organizations such as the Federal National Mortgage Association ("Fannie Mae")
and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). The Fund may
only invest in mortgage-related securities issued or guaranteed by the U.S.
government, or its agencies or instrumentalities. The Fund will only purchase
mortgage-backed securities that are not structured to provide for redistribution
of the cash flows of mortgage-related products to different bond classes (called
tranches), and are thus not considered to be derivatives.
There can be no assurance that the United States government would
provide financial support to Fannie Mae, Freddie Mac or Ginnie Mae if necessary
in the future.
Although certain mortgage-related securities are guaranteed by a third
party or otherwise similarly secured, the market value of the security, which
may fluctuate, is not so secured. If the Fund purchases a mortgage-related
security at a premium, that portion may be lost if there is a decline in the
market value of the security whether resulting from changes in interest rates or
prepayments in the underlying mortgage collateral. As with other
interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse is
not necessarily true since in periods of declining interest rates the
6
<PAGE> 44
mortgages underlying the securities are prone to prepayment. For this and other
reasons, a mortgage-related security's stated maturity may be shortened by
unscheduled prepayments on the underlying mortgages and, therefore, it is not
possible to predict accurately the security's return to the Fund. In addition,
regular payments received in respect of mortgage-related securities include both
interest and principal. No assurance can be given as to the return the Fund will
receive when these amounts are reinvested.
The market value of the Fund's adjustable rate Mortgage-Backed
Securities may be adversely affected if interest rates increase faster than the
rates of interest payable on such securities or by the adjustable rate mortgage
loans underlying such securities. Furthermore, adjustable rate Mortgage-Backed
Securities or the mortgage loans underlying such securities may contain
provisions limiting the amount by which rates may be adjusted upward and
downward and may limit the amount by which monthly payments may be increased or
decreased to accommodate upward and downward adjustments in interest rates.
Certain adjustable rate mortgage loans may provide for periodic
adjustments of scheduled payments in order to amortize fully the mortgage loan
by its stated maturity. Other adjustable rate mortgage loans may permit their
stated maturity to be extended or shortened in accordance with the portion of
each payment that is applied to interest as affected by the periodic interest
rate adjustments.
Although having less risk of decline during periods of rising interest
rates, adjustable rate Mortgage-Backed Securities have less potential for
capital appreciation than fixed rate Mortgage-Backed Securities because their
coupon rates will decline in response to market interest rate declines. The
market value of fixed rate Mortgage-Backed Securities may be adversely affected
as a result of increases in interest rates and, because of the risk of
unscheduled principal prepayments, may benefit less than other fixed rate
securities of similar maturity from declining interest rates. Finally, to the
extent Mortgage-Backed Securities are purchased at a premium, mortgage
foreclosures and unscheduled principal prepayments may result in some loss of
the Fund's principal investment to the extent of the premium paid. On the other
hand, if such securities are purchased at a discount, both a scheduled payment
of principal and an unscheduled prepayment of principal will increase current
and total returns and will accelerate the recognition of income.
There are a number of important differences among the agencies and
instrumentalities of the U.S. government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities issued by
Ginnie Mae include Ginnie Mae Mortgage Pass-Through Certificates which are
guaranteed as to the timely payment of principal and interest by Ginnie Mae and
such guarantee is backed by the full faith and credit of the United States.
Ginnie Mae is a wholly-owned U.S. government corporation within the Department
of Housing and Urban Development. Ginnie Mae certificates also are supported by
the authority of Ginnie Mae to borrow funds from the U.S. Treasury to make
payments under its guarantee. Mortgage-related securities issued by Fannie Mae
include Fannie Mae Guaranteed Mortgage Pass-Through Certificates which are
solely the obligations of Fannie Mae and are not backed by or entitled to the
full faith and credit of the United States. Fannie Mae is a government-sponsored
organization owned entirely by private stock-holders. Fannie Mae Certificates
are guaranteed as to timely payment of the principal and interest by Fannie Mae.
Mortgage-related securities issued by Freddie Mac include Freddie Mac Mortgage
Participation Certificates. Freddie Mac is a corporate instrumentality of the
United States,
7
<PAGE> 45
created pursuant to an Act of Congress, which is owned entirely by Federal Home
Loan Banks. Freddie Mac Certificates are not guaranteed by the United States or
by any Federal Home Loan Banks and do not constitute a debt or obligation of the
United States or of any Federal Home Loan Bank. Freddie Mac Certificates entitle
the holder to timely payment of interest, which is guaranteed by Freddie Mac.
Freddie Mac guarantees either ultimate collection or timely payment of all
principal payments on the underlying mortgage loans. When Freddie Mac does not
guarantee timely payment of principal, Freddie Mac may remit the amount due on
account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable.
YIELD, MARKET VALUE AND RISK CONSIDERATIONS OF MORTGAGE-BACKED
SECURITIES
The yield characteristics of Mortgage-Backed Securities differ from
those of traditional fixed income securities. The major differences typically
include more frequent interest and principal payments, usually monthly, and the
possibility that prepayments of principal may be made at any time. Prepayment
rates are influenced by changes in current interest rates and a variety of
economic, geographic, social and other factors and cannot be predicted with
certainty. As with fixed rate mortgage loans, adjustable rate mortgage loans may
be subject to a greater prepayment rate in a declining interest rate
environment. The yields to maturity of the Mortgage-Backed Securities in which
the Trust invests will be affected by the actual rate of payment (including
prepayments) of principal of the underlying mortgage loans. The mortgage loans
underlying such securities generally may be prepaid at any time without penalty.
In a fluctuating interest rate environment, a predominant factor affecting the
prepayment rate on a pool of mortgage loans is the difference between the
interest rates on the mortgage loans and prevailing mortgage loan interest rates
(giving consideration to the cost of any refinancing). In general, if mortgage
loan interest rates fall sufficiently below the interest rates on fixed rate
mortgage loans underlying mortgage pass-through securities, the rate of
prepayment would be expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates on the fixed rate mortgage loans underlying
the mortgage pass-through securities, the rate of prepayment may be expected to
decrease.
In general, changes in both prepayment rates and interest rates will
change the yield on Mortgage-Backed Securities. The rate of principal
prepayments with respect to adjustable rate mortgage loans ("ARMs") has
fluctuated in recent years. As is the case with fixed mortgage loans, ARMs may
be subject to a greater rate of principal prepayments in a declining interest
rate environment. For example, if prevailing interest rates fall significantly,
ARMs could be subject to higher prepayment rates than if prevailing interest
rates remain constant because the availability of fixed rate mortgage loans at
competitive interest rates may encourage mortgagors to refinance their ARMs to
"lock-in" a lower fixed interest rate. Conversely, if prevailing interest rates
rise significantly, ARMs may prepay at lower rates than if prevailing rates
remain at or below those in effect at the time such ARMs were originated. As
with fixed rate mortgages, there can be no certainty as to the rate of
prepayments on the ARMs in either stable or changing interest rate environments.
In addition, there can be no certainty as to whether increases in the principal
balances of the ARMs due to the addition of deferred interest may result in a
default rate higher than that on ARMs that
8
<PAGE> 46
do not provide for negative amortization. Other factors affecting prepayment of
ARMs include changes in mortgagors' housing needs, job transfers, unemployment,
mortgagors' net equity in the mortgage properties and servicing decisions.
SECURITIES LENDING
The Fund may lend up to 33% of its portfolio securities to
broker-dealers, banks or institutional borrowers of securities. The Fund must
receive a minimum of 100% collateral in the form of cash, U.S. government
securities, shares of an investment trust or shares of an investment company or
any combination of such cash and securities. This collateral must be valued
daily and should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower will pay the Fund any dividends
or interest paid on such securities. Loans will be subject to termination by the
Fund or the borrower at any time and are therefore not considered to be illiquid
investments. While the Fund will not have the right to vote securities on loan,
it intends to terminate the loan and regain the right to vote if that is
considered important with respect to the investment. The Fund will only enter
into loan arrangements with broker-dealers, banks or other institutions which
Banc One Advisors has determined are creditworthy under guidelines established
by the Trust's Board of Trustees and when, in the judgement of Banc One
Advisors, the consideration that can be earned currently from such securities
loans justifies the attendant risk.
VARIABLE AND FLOATING RATE NOTES
Variable amount master demand notes, in which the Fund may invest, are
unsecured demand notes that permit the indebtedness thereunder to vary and
provide for periodic adjustments in the interest rate according to the terms of
the instrument. These instruments will be purchased only if they are issued by
the U.S. Treasury or another U.S. government agency. Because master demand notes
are direct lending arrangements between the Fund and the issuer, they are not
normally traded. Although there is no secondary market in the notes, the Fund
may demand payment of principal and accrued interest at any time. While the
notes are not typically rated by credit rating agencies, issuers of variable
amount master demand notes (which are normally manufacturing, retail, financial,
and other business concerns) must satisfy the same criteria as set forth above
for commercial paper. Banc One Advisers will consider the earning power, cash
flow, and other liquidity ratios of the issuers of such notes and will
continuously monitor their financial status and ability to meet payment on
demand. In determining average weighted portfolio maturity, a variable amount
master demand note will be deemed to have a maturity equal to the period of time
remaining until the principal amount can be recovered from the issuer through
demand.
As described in the Prospectus of the Fund, subject to its investment
objective policies and restrictions, the Fund may acquire variable and floating
rate notes. A variable rate note is one whose terms provide for the adjustment
of its interest rate on set dates and which, upon such adjustment, can
reasonably be expected to have a market value that approximates its par value. A
floating rate note is one whose terms provide for the adjustment of its interest
rate whenever a specified interest rate changes and which, at any time, can
reasonably be expected to have a market value that approximates its
9
<PAGE> 47
par value. Such notes are frequently not rated by credit rating agencies;
however, unrated variable and floating rate notes purchased by the Fund will be
determined by Banc One Advisors under guidelines established by the Trust's
Board of Trustees to be of comparable quality at the time of purchase to rated
instruments eligible for purchase under the Fund's investment policies. In
making such determinations, Banc One Advisors will consider the earning power,
cash flow and other liquidity ratios of the issuers of such notes (such issuers
include financial, merchandising, bank holding and other companies) and will
continuously monitor their financial condition. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by the Fund, the Fund may re-sell the note at any time to a third
party. The absence of such an active secondary market, however, could make it
difficult for the Fund to dispose of the variable or floating rate note involved
in the event the issuer of the note defaulted on its payment obligations, and
the Fund could, for this or other reasons, suffer a loss to the extent of the
default. Variable or floating rate notes may be secured by bank letters of
credit. The Fund will purchase a variable or floating rate instrument to
facilitate portfolio liquidity or to permit investment of the Fund's assets at a
favorable rate of return.
Variable or floating rate notes with stated maturities of more than 397
days may, under the Securities and Exchange Commission's amortized cost rule,
Rule 2a-7 under the 1940 Act, be deemed to have shorter maturities as follows:
(1) Adjustable Rate Government Securities. A Government Security which
is a Variable Rate Security where the variable rate of interest is readjusted no
less frequently than every 762 days shall be deemed to have a maturity equal to
the period remaining until the next readjustment of the interest rate. A
Government Security which is a Floating Rate Security shall be deemed to have a
remaining maturity of one day.
(2) Short-Term Variable Rate Securities. A Variable Rate Security, the
principal amount of which, in accordance with the terms of the security, must
unconditionally be paid in 397 calendar days or less shall be deemed to have
maturity equal to the earlier of the period remaining until the next
readjustment of the interest rate or the period remaining until the principal
amount can be recovered through demand.
(3) Long-Term Variable Rate Securities. A Variable Rate Security, the
principal amount of which is scheduled to be paid in more than 397 days, that is
subject to a Demand Feature shall be deemed to have a maturity equal to the
longer of the period remaining until the next readjustment of the interest rate
or the period remaining until the principal amount can be recovered through
demand.
(4) Short-Term Floating Rate Securities. A Floating Rate Security, the
principal amount of which, in accordance with the terms of the security, must
unconditionally be paid in 397 calendar days or less shall be deemed to have a
maturity of one day.
(5) Long-Term Floating Rate Securities. A Floating Rate Security, the
principal amount of which is scheduled to be paid in more than 397 days, that is
subject to a Demand Feature, shall be deemed to have a maturity equal to the
period remaining until the principal amount can be recovered through demand.
As used above, a note is "subject to a demand feature" where the Fund
is entitled to receive the principal amount of the note either at any time on no
10
<PAGE> 48
more than thirty days' notice or at specified intervals not exceeding 397
calendar days and upon no more than 30 days notice.
Variable and floating rate notes for which no readily available market
exists will be purchased in an amount which, together with securities with legal
or contractual restrictions on resale or for which no readily available market
exists (including repurchase agreements providing for settlement more than seven
days after notice), exceeds 15% of the Fund's net assets only if such notes are
subject to a demand feature that will permit the Fund to demand payment of the
principal within seven days after demand by the Fund. There is no limit on the
extent to which the Fund may purchase demand notes that are not illiquid. If not
rated, such instruments must be found by Banc One Advisors, under guidelines
established by the Trust's Board of Trustees, to be of comparable quality to
instruments that are rated high quality. A rating may be relied upon only if it
is provided by a nationally recognized statistical rating organization that is
not affiliated with the issuer or guarantor of the instruments. For a
description of the rating symbols of S&P, Moody's, and Fitch, see the Appendix.
The Fund may also invest in Canadian Commercial Paper which is commercial paper
issued by a Canadian corporation or a Canadian counterpart of a U.S. corporation
and in Europaper which is U.S. dollar denominated commercial paper of a foreign
issuer.
INVESTMENT RESTRICTIONS
Unless otherwise specifically noted, the following investment
restrictions may be changed with respect to the Fund only by a vote of a
majority of the outstanding Shares of the Fund. See "ADDITIONAL INFORMATION--
Miscellaneous" in this Statement of Additional Information.
The Fund may not:
1. Purchase securities on margin, sell securities short, or participate
in a joint or joint and several basis in any securities trading account.
2. Underwrite the securities of other issuers except to the extent that
the Fund may be deemed to be an underwriter under certain securities laws in
the disposition of "restricted securities."
3. Purchase or sell commodities or commodity contracts (including
futures contracts), except that for bona fide hedging and other permissible
purposes, the Fund may purchase or sell financial futures contracts.
4. Invest in any issuer for purposes of exercising control or
management.
5. Purchase securities of other investment companies except as
permitted by the 1940 Act and rules, regulations and applicable exemptive relief
thereunder.
6. Purchase or sell real estate (however, the Fund may, to the extent
appropriate to its investment objective, purchase securities secured by real
estate or interests therein or securities issued by companies investing in real
estate or interests therein).
7. Borrow money or issue senior securities, except that the Fund may
borrow from banks or enter into reverse repurchase agreements for temporary
purposes in amounts up to 10% of the value of its total assets at the time of
11
<PAGE> 49
such borrowing; or mortgage, pledge, or hypothecate any assets, except in
connection with any such borrowing and in amounts not in excess of the lesser of
the dollar amounts borrowed or 10% of the value of the Fund's total assets at
the time of its borrowing. The Fund will not purchase securities while its
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding.
The following investment restrictions are non-fundamental except as
noted otherwise and therefore can be changed by the Board of Trustees without
prior shareholder approval.
The Fund may not:
1. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust or the officers or directors of its Advisor owning
beneficially more than one-half of 1% of the securities of such issuer together
own beneficially more than 5% of such securities.
2. Invest more than 5% of the Fund's total assets in the securities of
issuers which together with any predecessors have a record of less than three
years continuous operation. (This restriction shall not apply to investments in
asset-backed securities and other mutual funds authorized for purchase by the
Fund, as described in its Prospectus. For purposes of this restriction, an
"Asset-Backed Security" means a debt obligation issued by a limited-purpose
entity whose primary business activity is acquiring and holding financial
assets.)
3. Invest in illiquid securities in an amount exceeding, in the
aggregate 15% of the Fund's net assets. An illiquid security is a security which
cannot be disposed of promptly (within seven days) and in the usual course of
business without a loss, and includes repurchase agreements maturing in excess
of seven days, time deposits with a withdrawal penalty, non-negotiable
instruments and instruments for which no market exists.
Additionally, although not a matter controlled by its fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), the Fund will not, for so long as required by the laws of
any state in which the Fund is registered, purchase participation or other
direct interests in oil, gas or mineral exploration or development programs.
Additionally, although not a matter controlled by its fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), the Fund will not, so long as its Shares are registered
under the securities laws of the State of Texas and such restrictions are
required as a consequence of such registration, (1) invest more than 5% of the
Fund's net assets in warrants; provided that, of this 5%, no more than 2% will
be in warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange or (2) invest more than 15% of the Fund's net assets in
securities which are not readily marketable. For purposes of restriction (1) in
the preceding sentence, warrants acquired by a Fund in units or attached to
other securities may be deemed to be without value.
Additionally, although not a matter controlled by its fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), the Fund will not, so long as its Shares are registered
under the securities laws of the State of Texas and such restrictions are
required as a consequence of such registration, (1) purchase participations or
other direct interests in oil, gas, or mineral explorations or development
12
<PAGE> 50
programs and oil, gas or mineral leases, or (2) purchase or sell real estate or
real estate limited partnership interests.
Additionally, although not a matter controlled by its fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), the Fund may, so long as its Shares are registered under
the securities laws of the State of California and such restrictions are
required as a consequence of such registration, purchase securities of other
open-end investment companies, provided that Banc One Advisors will waive its
fee on that portion of the assets placed in such open-end investment companies.
Additionally, although not a matter controlled by its fundamental
investment policies or restrictions (and therefore subject to change without
Shareholder approval), so long as its Shares are registered under the securities
laws of the State of Arkansas and such restrictions are required as a
consequence of such registration, the Fund may not acquire securities that are
subject to restrictions on resale because they are not registered under the
Securities Act of 1933, if such investment would exceed 10% of the Fund's net
assets.
PORTFOLIO TURNOVER
The portfolio turnover rate for the Fund is calculated by dividing the
lesser of purchases or sales of portfolio securities for the year by the monthly
average value of the portfolio securities. The calculation excludes all
securities whose maturities at the time of acquisition were one year or less.
Portfolio turnover may vary greatly from year to year as well as within a
particular year, and may also be affected by cash requirements for redemptions
of Shares and by requirements which enable the Trust to receive certain
favorable tax treatments. Portfolio turnover will not be a limiting factor in
making portfolio decisions.
ADDITIONAL TAX INFORMATION CONCERNING THE FUND
It is the policy of the Fund to meet the requirements necessary to
qualify as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). By following such policy, the
Fund expects to eliminate or reduce to a nominal amount the federal income taxes
to which it may be subject.
In order to qualify as a regulated investment company, the Fund must,
among other things, (1) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities, foreign currencies or other income
(including gains from options, futures or forward contracts) derived with
respect to its business of investing in stock, securities or currencies, (2)
derive less than 30% of its gross income from the sale or other disposition of
stock, securities, options, futures, forward contracts, and certain foreign
currencies (or certain options, futures, or forward contracts on foreign
currencies) held for less than three months, and (3) diversify its holdings so
that at the end of each quarter of its taxable year (i) at least 50% of the
market value of the Fund's assets is represented by cash or cash items, United
States government securities, securities of other regulated investment
companies, and other securities limited, in respect of any one issuer, to an
amount not greater than 5% of the value of the Fund's assets and 10% of the
outstanding voting securities of such issuer, and (ii)
13
<PAGE> 51
not more than 25% of the value of its assets is invested in the securities of
any one issuer (other than United States government securities or the securities
of other regulated investment companies) or of two or more issuers that the Fund
controls and that are engaged in the same, similar, or related trades or
businesses. These requirements may restrict the degree to which the Fund may
engage in short-term trading and limit the range of the Fund's investments. If
the Fund qualifies as a regulated investment company, it will not be subject to
federal income tax on the part of its income distributed to Shareholders,
provided the Fund distributes during its taxable year at least (a) 90% of its
taxable net investment income (very generally, dividends, interest, certain
other income, and the excess, if any, of net short-term capital gain over net
long-term loss), and (b) 90% of the excess of (i) its tax-exempt interest income
(if any) less (ii) certain deductions attributable to that income. The Fund
intends to make sufficient distributions to Shareholders to qualify for this
special tax treatment.
If the Fund failed to qualify as a regulated investment company
receiving special tax treatment in any taxable year, the Fund would be subject
to tax on its taxable income at corporate rates, and all distributions from
earnings and profits, including any distributions of net tax-exempt income and
net long-term capital gains, would be taxable to Shareholders as ordinary
income. In addition, the Fund could be required to recognize unrealized gains,
pay substantial taxes and interest and make substantial distributions before
requalifying as a regulated investment company and being accorded special tax
treatment.
Regulated investment companies that do not distribute in each calendar
year (regardless of whether they otherwise have a non-calendar taxable year) an
amount equal to 98% of their "ordinary income" (as defined) for the calendar
year, plus 98% of their capital gain net income (as defined) for the one-year
period ending on October 31 of such calendar year, plus any undistributed
amounts from the previous year are subject to a non-deductible excise tax equal
to 4% of the undistributed amounts. For purposes of the excise tax, the Fund is
treated as having distributed any amount on which it is subject to income tax
for any taxable year ending in such calendar year. The Fund intends to make
sufficient distributions to avoid liability for the excise tax.
Shareholders of the Fund will generally pay federal income tax on
distributions received from the Fund. Dividends that are attributable to the
Fund's net investment income will be taxed to Shareholders as ordinary income.
Distributions of net capital gain that are designated by the Fund as capital
gain dividends will generally be taxable to a Shareholder receiving such
distributions as long-term capital gain regardless of how long the Shareholder
has held its shares. Distributions in excess of the Fund's current and
accumulated "earnings and profits" will be treated by a Shareholder receiving
such distributions as a return of capital to the extent of such Shareholder's
basis in its Shares in the Fund, and thereafter as capital gain. A return of
capital is not taxable, but reduces a Shareholder's basis in its shares.
Shareholders not subject to tax on their income generally will not be required
to pay tax on amounts distributed to them. The sale, exchange or redemption of
Fund shares by a Shareholder may give rise to a taxable gain or loss to that
Shareholder. In general, any gain or loss realized upon a taxable disposition of
shares will be treated as long-term capital gain or loss if the Shareholder has
held the shares for more than 12 months, and otherwise as short-term capital
gain or loss. However, if a Shareholder sells shares at a loss within six months
of purchase, any loss will be disallowed for Federal income tax purposes to the
extent of any exempt-interest dividends received on such
14
<PAGE> 52
shares. In addition, any loss (not already disallowed as provided in the
preceding sentence) realized upon a taxable disposition of shares held for six
months or less will be treated as long-term to the extent of any long-term
capital gain distributions received by the Shareholder with respect to the
shares. All or a portion of any loss realized upon a taxable disposition of Fund
shares will be disallowed if other Fund shares are purchased within 30 days
before or after the disposition. In such a case, the basis of the newly
purchased shares will be adjusted to reflect the disallowed loss.
Certain investment and hedging activities of the Fund, including
hedging transactions, will be subject to special tax rules. In a given case,
these rules may accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's securities, convert short-term
capital losses into long-term capital losses, or otherwise affect the character
of the Fund's income. These rules could therefore affect the amount, timing and
character of distributions to Shareholders and cause differences between a
Fund's book income and taxable income. Income earned as a result of these
transactions would, in general, not be eligible for the dividends-received
deduction or for treatment as exempt-interest dividends when distributed to
Shareholders. The Fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interest of the
Fund.
Certain securities purchased by the Fund (such as STRIPS and CUBES), as
defined in the Description of Permitted Investments in the Fund's Prospectus,
are sold at original issue discount and thus do not make periodic cash interest
payments. The Fund will be required to include as part of its current income for
tax purposes the imputed interest on such obligations even though the Fund has
not received any interest payments on such obligations during that period.
Because the Fund distributes substantially all of its net investment income to
its Shareholders (including such imputed interest), the Fund may have to sell
portfolio securities in order to generate the cash necessary for the required
distributions. Such sales may occur at a time when Banc One Advisors would not
have chosen to sell such securities and may result in a taxable gain or loss.
The Fund will be required in certain cases to withhold and remit to the
United States Treasury 31% of taxable dividends or of gross proceeds from
redemptions paid to any individual Shareholder who has provided to the Fund
either an incorrect tax identification number or no number at all, or who is
subject to withholding by the Internal Revenue Service for failure properly to
report payments of interest or dividends. This withholding, known as backup
withholding, is not an additional tax, and any amounts withheld may be credited
against the Shareholder's ultimate U.S. tax liability.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting purchasers of Shares of the Fund. No attempt
is made to present herein a complete explanation of the federal income tax
treatment of the Fund or its Shareholders, and this discussion is not intended
as a substitute for careful tax planning. Accordingly, prospective purchasers of
Shares of the Fund are urged to consult their tax advisors with specific
reference to their own tax situation, including the potential application of
state, local and (if applicable) foreign taxes.
The foregoing discussion is based on tax laws and regulations which are
in effect on the date of this Statement of Additional Information; such laws and
regulations may be changed by legislative, judicial or administrative action,
and such changes may be retroactive.
15
<PAGE> 53
VALUATION
VALUATION OF THE FUND
Except as noted below, investments of the Fund in securities the
principal market for which is a securities exchange are valued at their market
values based upon the latest available sales price or, absent such a price, by
reference to the latest available bid and asked prices in the principal market
in which such securities are normally traded.
Securities the principal market for which is not a securities exchange are
valued at the mean of their latest bid and ask quotations in such principal
market. Securities and other assets for which quotations are not readily
available are valued at their fair value as determined in good faith under
consistently applied procedures established by and under the general supervision
of the Trustees of the Trust. Short-term securities are valued at either
amortized cost or original cost plus accrued interest, which approximates
current value.
Securities for which market quotations are readily available will be
valued on the basis of quotations provided by dealers in such securities or
furnished by a pricing service. Securities for which market quotations are not
readily available and other assets will be valued at fair value using methods
determined in good faith by Banc One Advisors under the supervision of the
Trustees and may include yield equivalents or a pricing matrix.
ADDITIONAL INFORMATION REGARDING THE CALCULATION
OF PER SHARE NET ASSET VALUE
The net asset value of the Fund is determined and its Fiduciary Class,
Class A and Class B Shares are priced as of the times specified in the Fund's
Prospectus. The net asset value per Share of the Fund's Fiduciary Class, Class A
and Class B Shares is calculated by determining the value of the respective
Class's proportional interest in the securities and other assets of the Fund,
less (i) such Class's proportional share of general liabilities and (ii) the
liabilities allocable only to such Class, and dividing such amount by the number
of Shares of the Class outstanding. The net asset value of the Fund's Fiduciary
Class, Class A and Class B Shares may differ from each other due to the expense
of the Distribution and Shareholders Services Plan fee applicable to the Fund's
Class A and Class B Shares.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
All of the classes of Shares in Fund are sold on a continuous basis by
The One Group Services Company (the "Distributor"), and the Distributor has
agreed to use appropriate efforts to solicit all purchase orders.
Fiduciary Class Shares in the Fund may be purchased, through procedures
established by the Distributor, by institutional investors, including affiliates
of BANC ONE CORPORATION and any bank, depository institution, insurance company,
pension plan or other organization authorized to act in fiduciary, advisory,
agency, custodial or similar capacities.
Class A and Class B Shares may be purchased by any investor that does
not meet the purchase eligibility criteria, described above, with respect to
Fiduciary Shares. In addition to purchasing Class A and Class B Shares
16
<PAGE> 54
directly from the Distributor, an investor may purchase Class A and Class B
Shares through a financial institution, such as a bank, savings and loan
association, insurance company (each a "Shareholder Servicing Agent") that has
established a Shareholder servicing agreement with the Distributor, or through a
broker-dealer that has established a dealer agreement with the Distributor.
Questions concerning the eligibility requirements for each class of the Trust's
Shares may be directed to the Distributor at 1-800-480-4111.
As described in the Prospectus for the Fund and in the Multiple Class
Plan, under certain circumstances, Class A Shares of the Fund may be purchased
free of the sales charge applicable to such Class A Shares. No sales charge is
imposed on Class A Shares of the Fund: (i) issued through reinvestment of
dividends and capital gains distributions; (ii) acquired through the exercise of
exchange privileges where a comparable sales charge has been paid for exchanged
Shares; (iii) purchased by officers, directors or trustees, retirees and
employees (and their spouses and immediate family members) of the Trust, of BANC
ONE CORPORATION and its subsidiaries and affiliates, of the Distributor and its
subsidiaries and affiliates, or of an investment sub-Advisor of a Fund of the
Trust and such sub-Advisor's subsidiaries and affiliates; (iv) sold to
affiliates of BANC ONE CORPORATION and certain accounts (other than Individual
Retirement Accounts) for which financial organizations, including any bank,
depository institution, insurance company, pension plan or other organization
are authorized to act in fiduciary, advisory, agency, custodial or similar
capacities, or purchased by investment Advisors, financial planners or other
intermediaries who have a dealer arrangement with the Distributor, who place
trades for their own accounts or for the accounts of their clients and who
charge a management, consulting or other fee for their services, as well as
clients of such investment Advisors, financial planners or other intermediaries
who place trades for their own accounts if the accounts are linked to the master
account of such investment Advisor, financial planner or other intermediary; (v)
purchased with proceeds from the recent redemption of Fiduciary Class Shares of
a Fund of the Trust or acquired in an exchange of Fiduciary Class Shares of a
Fund for Class A Shares of the same Fund; (vi) purchased with proceeds from the
recent redemption of Shares of a mutual fund (other than a Fund of the Trust)
for which a sales charge was paid; (vii) purchased in an Individual Retirement
Account with the proceeds of a distribution from an employee benefit plan,
provided that, at the time of distribution, the employee benefit plan had plan
assets invested in a Fund of the Trust; (viii) purchased with Trust assets; (ix)
purchased in accounts as to which a bank or broker-dealer charges an asset
allocation fee, provided the bank or broker-dealer has an agreement with the
Distributor; (x) directly purchased with the proceeds of a distribution on a
bond for which a BANC ONE CORPORATION affiliate bank or trust company is the
Trustee or Paying Agent; or (xi) purchased in connection with plans of
reorganization of a Fund, such as mergers, asset acquisitions and exchange
offers to which a Fund is a party.
An investor relying upon any of the categories of waivers of the sales
charge must qualify for such waiver in advance of the purchase with the
Distributor or the financial institution or intermediary through which Shares
are purchased by the investor.
The waiver of the sales charge under circumstances (v), (vi), and (vii)
above applies only if the purchase is made within 60 days of the redemption and
if conditions imposed by the Distributor are met. The waiver policy with respect
to the purchase of Shares through the use of proceeds from a recent redemption
or distribution as described in clauses (v), (vi), and (vii) above will not be
continued indefinitely and may be discontinued at any time without
17
<PAGE> 55
notice. Investors should call the Distributor at 1-800-480-4111 to determine
whether they are eligible to purchase Shares without paying a sales charge
through the use of proceeds from a recent redemption or distribution as
described above, and to confirm continued availability of these waiver policies
prior to initiating the procedures described in clauses (v), (vi), and (vii).
Fiduciary Class Shareholders of the Fund may exchange their Shares for
Class A Shares of the Fund or for Class A Shares or Fiduciary Class Shares of
another Fund of the Trust. Class A Shareholders may exchange their Shares for
Fiduciary Class Shares of the Fund or for Fiduciary Class or Class A Shares of
another Fund of the Trust, if the Shareholder is eligible to purchase such
Shares. The exchange privilege may be exercised only in those states where the
Shares of the Fund or such other Fund may be legally sold. All exchanges
discussed herein are made at the net asset value of the exchanged Shares, except
as provided below. The Trust does not impose a charge for processing exchanges
of Shares. If a Shareholder seeks to exchange Class A Shares of a Fund that does
not impose a sales charge for Class A Shares of a Fund that does, or the Fund
being exchanged into has a higher sales charge, the Shareholder will be required
to pay a sales charge in the amount equal to the difference between the sales
charge applicable to the Fund into which the Shares are being exchanged and any
sales charge previously paid for the exchanged Shares, including any sales
charges incurred on any earlier exchanges of the Shares (unless such sales
charge is otherwise waived as provided above). The exchange of Fiduciary Class
Shares for Class A Shares also will require payment of the sales charge unless
the sales charge is waived, as provided above. If a Shareholder (no longer
eligible to purchase Fiduciary Shares) purchases Class A Shares of a Fund, the
Shareholder will be subject to Distribution and Shareholder Services Plan Fees.
Class B Shareholders of the Fund may exchange their Shares for Class B
Shares of any other Fund of the Trust on the basis of the net asset value of the
exchanged Class B Shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class B
Shares. The newly acquired Class B Shares will be subject to the higher
Contingent Deferred Sales Charge of either the Fund from which the Shares were
exchanged or the Fund into which the Shares were exchanged. With respect to
outstanding Class B Shares as to which previous exchanges have taken place,
"higher Contingent Deferred Sales Charge" shall mean the higher of the
Contingent Deferred Sales Charge applicable to either the Fund the Shares are
exchanging into or any other Fund from which the Shares previously have been
exchanged. For purposes of computing the Contingent Deferred Sales Charge that
may be payable upon a disposition of the newly acquired Class B Shares, the
holding period for outstanding Class B Shares of the Fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
B Shares. For purposes of calculating the holding period applicable to the newly
acquired Class B Shares, the newly acquired Class B Shares shall be deemed to
have been issued on the date of receipt of the Shareholder's order to purchase
the outstanding Class B Shares of the Fund from which the initial exchange was
made.
The Trust may suspend the right of redemption or postpone the date of
payment for Shares during any period when (a) trading on the New York Stock
Exchange (the "Exchange") is restricted by applicable rules and regulations of
the Securities and Exchange Commission, (b) the Exchange is closed for other
than customary weekend and holiday closings, (c) the Securities and Exchange
Commission has by order permitted such suspension, or (d) an emergency exists as
determined by the Securities and Exchange Commission.
18
<PAGE> 56
The Trust may redeem Shares involuntarily if redemption appears
appropriate in light of the Trust's responsibilities under the 1940 Act.
MANAGEMENT OF THE TRUST
TRUSTEES & OFFICERS
Overall responsibility for management of the Trust rests with the Board
of Trustees of the Trust, who are elected by the Shareholders of the Trust.
There are currently four Trustees, all of whom are not "interested persons" of
the Trust within the meaning of that term under the 1940 Act. The Trustees, in
turn, elect the officers of the Trust to supervise actively its day-to-day
operations.
The Trustees of the Trust, their addresses, and principal occupations
during the past five years are set forth below.
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS WITH THE TRUST PAST 5 YEARS
<S> <C> <C>
Peter C. Marshall Trustee From November, 1993 to
DCI Marketing, Inc. present, President, DCI
2727 W. Good Hope Road Marketing, Inc.; from 1992 to
Milwaukee, WI 53209 November, 1993, Vice
President-Finance and
Treasurer, DCI Marketing,
Inc.; from August, 1987 to
1992, has served as an
officer in the corporate
finance group of Blunt, Ellis
& Loewi and its successor
corporation, Kemper
Securities, Inc.
Charles I. Post Trustee From July, 1986 to present,
7615 4th Avenue has been self-employed as a
West Bradenton, FL 34209 consultant.
John S. Randall Trustee Since 1972, has been
1840 North Prospect Ave. self-employed as
Apartment 419 a management consultant.
Milwaukee, WI 53202-1962
Frederick W. Ruebeck Trustee From June, 1988 to present,
Eli Lilly & Company has been Director of
Lilly Corporate Center Investments, Eli Lilly and
307 East McCarty Company.
Indianapolis, IN 46285
</TABLE>
The Trustees of the Trust receive fees and expenses for each meeting of
the Board of Trustees attended. No officer or employee of the Distributor
currently acts as a Trustee of the Trust.
The Compensation Table below sets forth the estimated total
compensation to the Trustees from the Trust and the operational funds of The One
Group for the Trust's fiscal year ended June 30, 1996.
19
<PAGE> 57
COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED ANNUAL COMPENSATION
NAME OF COMPENSATION AS PART BENEFITS FROM
PERSON, FROM THE OF FUND UPON THE FUND
POSITION TRUST EXPENSES RETIREMENT COMPLEX(2)
-------- ----- -------- ---------- ----------
<S> <C> <C> <C> <C>
Peter C. Marshall, $36,000 N/A N/A $39,000
Chairman
Charles I. Post, $33,500 N/A N/A $36,500
Trustee
John S. Randall, $33,500 N/A N/A $36,500
Trustee
Frederick W. Ruebeck, $33,500 N/A N/A $36,500
Trustee
</TABLE>
1 Figures are for the Trust's fiscal year ended June 30, 1996.
2 "Fund Complex" comprises the 26 operational funds of The One Group as
well as the 4 funds of The One Group(R) Investment Trust at June 30,
1996.
The officers of the Trust receive no compensation directly from the
Trust for performing the duties of their offices. The officers of the Trust,
their addresses, and principal occupations during the past five years are shown
below.
20
<PAGE> 58
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE TRUST DURING PAST 5 YEARS
- ---------------- -------------- -------------------
<S> <C> <C>
Mark Dillon President From 1993 to present,
The One Group Services Vice-President of BISYS
Company Fund Services, Inc. and
3435 Stelzer Road President of The One Group
Columbus, Ohio 43219 Services Company; from
1986 to 1993,
Vice-President of the
Winsbury Company
Mark Redman Vice President From June, 1995 to
BISYS Fund Services & Treasurer present, Vice President,
3435 Stelzer Road The One Group Services
Columbus, Ohio 43219 Company; from February
1989 to present, employee
of the Winsbury Company
George O. Martinez Secretary From March 1995 to present,
BISYS Fund Services, Inc. Senior Vice President and
3435 Stelzer Road Director of Legal and
Columbus, OH 43219 Compliance Services, BISYS
Fund Services, Inc.; from June
1989 - March 1995, Vice
President and Associate
General Counsel, Alliance
Capital Management
Alaina J. Metz Assistant Secretary From June 1995 to present,
BISYS Fund Services, Inc. Chief Administrator,
3435 Stelzer Road Administration and
Columbus, Ohio 43219 Regulatory Services, BISYS
Fund Services, Inc.; from
May 1989 - June 1995,
Supervisor, Mutual Fund
Legal Department, Alliance
Capital Management.
</TABLE>
21
<PAGE> 59
INVESTMENT ADVISOR
Banc One Investment Advisors Corporation
Investment advisory services to each of the Trust's Funds are provided
by Banc One Advisors. Banc One Advisors makes the investment decisions for the
assets of the Fund and continuously reviews, supervises and administers the
Fund's investment program, subject to the supervision of, and policies
established by, the Trustees of the Trust. The Trust's Shares are not sponsored,
endorsed or guaranteed by, and do not constitute obligations or deposits of any
bank affiliate of Banc One Advisors and are not insured by the FDIC or issued or
guaranteed by the U.S. government or any of its agencies.
Banc One Advisors is an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, a bank holding company incorporated in the state of Ohio. BANC ONE
CORPORATION has affiliate banking organizations in Arizona, Colorado, Illinois,
Indiana, Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and
Wisconsin. In addition, BANC ONE CORPORATION has several affiliates that engage
in data processing, venture capital, investment and merchant banking, and other
diversified services including trust management, investment management,
brokerage, equipment leasing, mortgage banking, consumer finance, and insurance.
On a consolidated basis, BANC ONE CORPORATION had assets of over $97 billion as
of June 30, 1996.
Banc One Advisors represents a consolidation of the investment advisory
staffs of a number of bank affiliates of BANC ONE CORPORATION, which have
considerable experience in the management of open-end management investment
company portfolios, including The One Group (formerly, the Helmsman Fund) since
1985.
All investment advisory services are provided to the Fund by Banc One
Advisors pursuant to an investment advisory agreement dated January 11, 1993
(the "Investment Advisory Agreement"). The Investment Advisory Agreement will
continue in effect as to the Fund from year to year, if such continuance is
approved at least annually by the Trust's Board of Trustees or by vote of a
majority of the outstanding Shares of the Fund (as defined under "ADDITIONAL
INFORMATION--Miscellaneous" in this Statement of Additional Information), and a
majority of the Trustees who are not parties to the Investment Advisory
Agreement or interested persons (as defined in the Investment Company Act of
1940) of any party to the Investment Advisory Agreement by votes cast in person
at a meeting called for such purpose. The Investment Advisory Agreement was
renewed by the Trust's Board of Trustees at their quarterly meeting on August
23, 1996. The Investment Advisory Agreement is terminable as to the Fund at any
time on 60 days' written notice without penalty by the Trustees, by vote of a
majority of the outstanding Shares of the Fund, or by the Fund's Advisor. The
Investment Advisory Agreement also terminates automatically in the event of any
assignment, as defined in the 1940 Act.
The Investment Advisory Agreement provides that Banc One Advisors shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of the Investment
Advisory 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 Banc One
Advisors in the performance of its duties, or from reckless disregard by it of
its duties and obligations thereunder.
22
<PAGE> 60
GLASS-STEAGALL ACT
In 1971 the United States Supreme Court held in INVESTMENT COMPANY
INSTITUTE V. CAMP that the federal statute commonly referred to as the
Glass-Steagall Act prohibits a national bank from operating a fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its Shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment advisor, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM V.
INVESTMENT COMPANY INSTITUTE that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisors to registered closed-end investment companies. In the BOARD
OF GOVERNORS case, the Supreme Court also stated that if a national bank
complied with the restrictions imposed by the Board in its regulation and
interpretation authorizing bank holding companies and their non-bank affiliates
to act as investment advisors to investment companies, a national bank
performing investment advisory services for an investment company would not
violate the Glass-Steagall Act. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein and banks
and financial institutions may be required to register as dealers pursuant to
state law.
In the Investment Advisory Agreement with the Trust, Banc One Advisors
has represented to the Trust that it possesses the legal authority to perform
the investment advisory services contemplated by the agreement and described in
the Prospectus and this Statement of Additional Information without violation of
applicable statutes and regulations. Future changes in either federal or state
statutes and regulations relating to the permissible activities of banks or bank
holding companies and the subsidiaries or affiliates of those entities, as well
as further judicial or administrative decisions or interpretations of present
and future statutes and regulations, could prevent or restrict Banc One Advisors
from continuing to perform such services for the Trust. Depending upon the
nature of any changes in the services which could be provided by Banc One
Advisors , the Board of Trustees of the Trust would review the Trust's
relationship with Banc One Advisors and consider taking all action necessary in
the circumstances.
Should future legislative, judicial, or administrative action prohibit
or restrict the proposed activities of BANC ONE CORPORATION subsidiary banks or
their correspondent banks in connection with customer purchases of Shares of the
Trust, these banks might be required to alter materially or discontinue the
services offered by them to customers. It is not anticipated, however, that any
change in the Trust's method of operations would affect its net asset value per
Share or result in financial losses to any customer.
PORTFOLIO TRANSACTIONS
Pursuant to the Investment Advisory Agreement, Banc One Advisors
determines, subject to the general supervision of the Board of Trustees of the
Trust and in accordance with the Fund's investment objective and restrictions,
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<PAGE> 61
which securities are to be purchased and sold by the Fund and which brokers are
to be eligible to execute its portfolio transactions. Purchases and sales of
portfolio securities with respect to the Fund, usually are principal
transactions in which portfolio securities are purchased directly from the
issuer or from an underwriter or market maker for the securities. Purchases from
underwriters of portfolio securities generally include a commission or
concession paid by the issuer to the underwriter and purchases from dealers
serving as market makers may include the spread between the bid and asked price.
Transactions on stock exchanges involve the payment of negotiated brokerage
commissions. Transactions in the over-the-counter market are generally principal
transactions with dealers. With respect to the over-the-counter market, the
Trust, where possible, will deal directly with the dealers who make a market in
the securities involved except in those circumstances where better price and
execution are available elsewhere. While Banc One Advisors generally seeks
competitive spreads or commissions, the Trust may not necessarily pay the lowest
spread or commission available on each transaction, for reasons discussed below.
Allocation of transactions, including their frequency, to various
dealers is determined by Banc One Advisors 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 Banc One Advisors may receive orders for
transactions by the Trust. Information so received is in addition to and not in
lieu of services required to be performed by Banc One Advisors and does not
reduce the advisory fees payable to Banc One Advisors. Such information may be
useful to Banc One Advisors in serving both the Trust and other clients and,
conversely, supplemental information obtained by the placement of business of
other clients may be useful to Banc One Advisors in carrying out their
obligations to the Trust.
The Trust will not execute portfolio transactions through, acquire
portfolio securities issued by, make savings deposits in, or enter into
repurchase or reverse repurchase agreements with its Advisors or their
affiliates except as may be permitted under the 1940 Act, and will not give
preference to correspondents of BANC ONE CORPORATION subsidiary banks with
respect to such transactions, securities, savings deposits, repurchase
agreements, and reverse repurchase agreements.
Investment decisions for the Fund are made independently from those for
the other Funds or any other investment company or account managed by Banc One
Advisors. Any such other investment company or account may also invest in the
same securities as the Trust. When a purchase or sale of the same security is
made at substantially the same time on behalf of a given Fund and another Fund,
investment company or account, the transaction will be averaged as to price, and
available investments allocated as to amount, in a manner which Banc One
Advisors believes to be equitable to the Fund(s) and such other investment
company or account. In some instances, this investment procedure may adversely
affect the price paid or received by the Fund or the size of the position
obtained by the Fund. To the extent permitted by law, Banc One Advisors may
aggregate the securities to be sold or purchased by it for the Fund with those
to be sold or purchased by it for other Funds or for other investment companies
or accounts in order to obtain best execution. As provided by the Investment
Advisory Agreement, in making investment recommendations for the Trust, Banc One
Advisors will not inquire or take into consideration whether an issuer of
securities proposed for purchase or sale by the Trust is a customer of Banc One
Advisors or its parents or subsidiaries or
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affiliates and, in dealing with its commercial customers, Banc One Advisors and
its parent, subsidiaries, and affiliates will not inquire or take into
consideration whether securities of such customers are held by the Trust.
ADMINISTRATOR
The One Group Services Company serves as Administrator (the
"Administrator") to the Fund pursuant to a Management and Administration
Agreement with the Trust (the "Administration Agreement"). The Board of Trustees
of the Trust approved The One Group Services Company as the sole Administrator
for each Fund of the Trust beginning December 1, 1995. The Administrator assists
in supervising all operations of the Fund (other than those performed under the
Investment Advisory Agreement, the Custodian Agreement and the Transfer Agency
Agreement).
Under the Administration Agreement, the Administrator has agreed to
price the portfolio securities of the Fund and to compute the net asset value
and net income of the Fund on a daily basis, to maintain office facilities for
the Trust, to maintain the Fund's financial accounts and records, and to furnish
the Trust statistical and research data, data processing, clerical, accounting,
and bookkeeping services, and certain other services required by the Trust with
respect to the Fund. The Administrator prepares annual and semi-annual reports
to the Securities and Exchange Commission, prepares federal and State tax
returns, prepares filings with State securities commissions, and generally
assists in all aspects of the Trust's operations other than those performed
under the Investment Advisory Agreement, and Custodian and Transfer Agency
Agreements. Under the Administration Agreement, the Administrator may delegate
all or any part of its responsibilities thereunder.
Banc One Advisors also serves as Sub-Administrator to the Fund,
pursuant to an agreement between the Administrator and Banc One Advisors.
Pursuant to this agreement, Banc One Advisors performs many of the
Administrator's duties, for which Banc One Advisors receives a fee paid by the
Administrator.
Unless sooner terminated, the Administration Agreement between the
Trust and The One Group Services Company will continue in effect through
November 30, 1997. The Administration Agreement thereafter shall be renewed
automatically for successive one year terms, unless written notice not to renew
is given by the non-renewing party to the other party at least sixty days prior
to the expiration of the then-current term. The Administration Agreement will be
reviewed and ratified at least annually by the Trust's Board of Trustees,
provided that the Administration Agreement is also reviewed and ratified by the
majority of the Trust's Trustees who are not parties to the Administration
Agreement or interested persons (as defined in the 1940 Act) of any party to the
Administration Agreement, by vote cast in person at a meeting called for the
purpose of reviewing and ratifying the Administration Agreement. The
Administration Agreement is terminable with respect to a particular Trust only
upon mutual agreement of the parties to the Administration Agreement and for
cause (as defined in the Administration Agreement) by the party alleging cause,
on not less than sixty days' notice by the Trust's Board of Trustees or by The
One Group Services Company.
The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by
the Trust in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith, or
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negligence in the performance of its duties, or from the reckless disregard by
it of its obligations and duties thereunder.
EXPENSES
If total expenses borne by any one of the Funds in any fiscal year
exceed expense limitations imposed by applicable State securities regulations,
Banc One Advisors and the Administrator will reimburse that Fund by the amount
of such excess in proportion to their respective fees. As of the date of this
Prospectus, under the most restrictive State expense limitation applicable to
the Trust, the annual expenses of the Trust may not exceed the total of two and
one-half percent (2.5%) of the first thirty million dollars ($30,000,000) of the
Trust's average net assets, plus two percent (2.0%) of the next seventy million
dollars ($70,000,000) of the Trust's average net assets, plus one and one-half
percent (1.5%) of the remaining amount of the Trust's average net assets. Any
expense reimbursements will be estimated daily and reconciled and paid on a
monthly basis. Fees charged to customers by certain entities in connection with
investments in a Fund on a customer's behalf are not included within Fund
expenses for purposes of any such expense limitation.
DISTRIBUTOR
The One Group Services Company serves as Distributor to the Fund
pursuant to its Distribution Agreement with the Trust (the "Distribution
Agreement"). The Board of Trustees of the Trust approved The One Group Services
Company as the sole Distributor beginning November 1, 1995. Unless otherwise
terminated, the Distribution Agreement will continue in effect until November
30, 1997 and will continue from year to year if approved at least annually (i)
by the Trust's Board of Trustees or by the vote of a majority of the outstanding
Shares of the Funds (see "ADDITIONAL INFORMATION-- Miscellaneous," in this
Statement of Additional Information) that are parties to the Distribution
Agreement, and (ii) by the vote of a majority of the Trustees of the Trust who
are not parties to the Distribution Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. The agreement may be terminated in the event of its assignment, as
defined in the 1940 Act. The One Group Services Company is a broker-dealer
registered with the Securities and Exchange Commission, and is a member of the
National Association of Securities Dealers, Inc.
DISTRIBUTION PLAN
The operation and fees with respect to Class A Shares and Class B
Shares of the Trust payable under the Trust's Distribution and Shareholder
Services Plans, to which Class A Shares and Class B Shares of the Fund are
subject, are described in the Fund's Prospectus and in the Multiple Class Plan.
The Distribution and Shareholder Services Plan with respect to Class A
Shares (the "Distribution Plan") was initially approved on July 28, 1989 by the
Trust's Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the Distribution Plan (the "Independent
Trustees"). The Distribution Plan originally applied to the single class of
Shares of each Fund of the Trust that existed prior to the offering of the
Funds' Shares as four separate classes. An amendment to the Distribution Plan
was approved by the Independent Trustees on October 21, 1991, and became
effective on February 7, 1992. Such amendment limited fees under the
Distribution Plan only to the Class A Shares of each Fund. The Distribution Plan
was amended again on February 11, 1993 in order to make Retirement Class Shares
(now the Service Class Shares) subject to distribution
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fees. The Distribution Plan was further amended on February 29, 1996, to
eliminate certain "defensive" provisions of the Distribution Plan. A
Distribution and Shareholder Services Plan (the "Class B Distribution Plan") for
Class B Shares was initially approved on August 12, 1993 by the Independent
Trustees. The Class B Distribution Plan was re-executed on December 13, 1995.
Prior to February 7, 1992, distribution fees were waived with respect to every
Fund of the Trust except the U.S. Treasury Securities Money Market Fund and the
Prime Money Market Fund.
In accordance with Rule 12b-1 under the 1940 Act, the Distribution Plan
and Class B Distribution Plan may be terminated with respect to the Class A
Shares or Class B Shares of the Fund by a vote of a majority of the Independent
Trustees, or by a vote of a majority of the outstanding Class A Shares or Class
B Shares, respectively, of the Fund. The Distribution Plan and Class B
Distribution Plan may be amended by vote of the Trust's Board of Trustees,
including a majority of the Independent Trustees, cast in person at a meeting
called for such purpose, except that any change in the Distribution Plan or
Class B Distribution Plan that would materially increase the distribution fee
with respect to the Class A Shares or Class B Shares of the Fund requires the
approval of the Fund's Class A or Class B Shareholders, respectively. The
Trust's Board of Trustees will review on a quarterly and annual basis written
reports of the amounts received and expended under the Distribution Plan
(including amounts expended by the Distributor to Participating Organizations
pursuant to the Servicing Agreements entered into under the Distribution Plan)
indicating the purposes for which such expenditures were made.
CUSTODIAN AND TRANSFER AGENT
Cash and securities owned by the Fund are held by State Street Bank and
Trust Company ("State Street") as Custodian. State Street serves the Fund as
Custodian pursuant to a Custodian Agreement with the Trust (the "Custodian
Agreement"). Under the Custodian Agreement, State Street (i) maintains a
separate account or accounts in the name of the Fund; (ii) makes receipts and
disbursements of money on behalf of the Fund; (iii) collects and receives all
income and other payments and distributions on account of the Fund's portfolio
securities; (iv) responds to correspondence from security brokers and others
relating to its duties; and (v) makes periodic reports to the Trust's Board of
Trustees concerning the Trust's operations. State Street may, at its own
expense, open and maintain a sub-custody account or accounts on behalf of the
Trust, provided that State Street shall remain liable for the performance of all
of its duties under the Custodian Agreement.
Bank One Trust Company, N.A. serves as Sub-Custodian in connection with
the Trust's securities lending activities, pursuant to an agreement between
State Street and Bank One Trust Company. Bank One Trust Company receives a fee
paid by the Trust.
Rules adopted under the 1940 Act permit the Trust to maintain its
securities and cash in the custody of certain eligible banks and securities
depositories.
State Street Bank & Trust ("State Street") serves as Transfer Agent and
Dividend Disbursing Agent for the Fund pursuant to Transfer Agency Agreements
with the Trust (the "Transfer Agency Agreement"). Under the Transfer Agency
Agreements, State Street has agreed (i) to issue and redeem Shares of the Trust;
(ii) to address and mail all communications by the Trust to its Shareholders,
including reports to Shareholders, dividend and distribution notices, and proxy
material for its meetings of Shareholders; (iii) to respond to correspondence or
inquiries by Shareholders and others relating to its
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duties; (iv) to maintain Shareholder accounts and certain sub-accounts; and (v)
to make periodic reports to the Trust's Board of Trustees concerning the Trust's
operations.
EXPERTS
Coopers & Lybrand L.L.P. serves as the independent accountants of the
Trust.
The law firm of Ropes & Gray, One Franklin Square, 1301 K Street, N.W.,
Suite 800 East, Washington, D.C. 20005 is counsel to the Trust. From time to
time, Ropes & Gray have rendered legal services to Bank One, Milwaukee and Bank
One, Wisconsin Trust Company, NA.
ADDITIONAL INFORMATION
DESCRIPTION OF SHARES
The Trust is a Massachusetts Business Trust. The Trust's Declaration of
Trust was filed with the Secretary of State of the Commonwealth of Massachusetts
on May 23, 1985 and authorizes the Board of Trustees to issue an unlimited
number of Shares, which are units of beneficial interest, without par value. The
Trust's Declaration of Trust authorizes the Board of Trustees to establish one
or more series of Shares of the Trust, and to classify or reclassify any series
into one or more classes by setting or changing in any one or more respects the
preferences, designations, conversion, or other rights, restrictions, or
limitations as to dividends, conditions of redemption, qualifications, or other
terms applicable to the Shares of such class, subject to those matters expressly
provided for in the Declaration of Trust, as amended, with respect to the Shares
of each series of the Trust. The Trust presently includes 40 series of Shares,
which represent interests in the Prime Money Market Fund, the U.S. Treasury
Securities Money Market Fund, the Municipal Money Market Fund, the Ohio
Municipal Money Market Fund, the Income Equity Fund, the Disciplined Value Fund,
the Growth Opportunities Fund, the Value Growth Fund, the Gulf South Growth
Fund, the Large Company Value Fund, the Large Company Growth Fund, the
International Equity Index Fund, the Equity Index Fund, the Asset Allocation
Fund, the Income Bond Fund, the Limited Volatility Bond Fund, the Intermediate
Bond Fund, the Government Bond Fund, the Ultra Short-Term Income Fund, the
Income Fund, the Investor Growth Fund, the Investor Growth & Income Fund, the
Investor Aggressive Growth Fund, the Investor Fixed Income Fund, the Investor
Conservative Growth Fund, the Investor Balanced Fund, the Municipal Income Fund,
the Intermediate Tax-Free Bond Fund, the Ohio Municipal Bond Fund, the Texas
Tax-Free Bond Fund, the West Virginia Tax-Free Bond Fund, the Kentucky Municipal
Bond Fund, the Louisiana Municipal Bond Fund, the Arizona Municipal Bond Fund,
the Treasury Money Market Fund, the Treasury Only Money Market Fund, the
Government Money Market Fund, the Tax Exempt Money Market Fund, the
Institutional Prime Money Market Fund and the Treasury and Agency Fund. The
Funds of the Trust (other than the Institutional Money Market Funds, the U.S.
Treasury Securities Money Market Fund and the Prime Money Market Fund) offer
Shares in three separate classes: Fiduciary Shares, Class A Shares and Class B
Shares. The U.S. Treasury Securities Money Market Fund and the Prime Money
Market Fund offer Fiduciary Shares, Class A Shares and Service Class Shares. See
the relevant Prospectus for those Funds for more details.
Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board may grant in its discretion. When
issued for payment as described in the Prospectus and this Statement of
Additional Information, the Trust's Shares will be fully paid and
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<PAGE> 66
non-assessable. In the event of a liquidation or dissolution of the Trust,
Shares of a Fund are entitled to receive the assets available for distribution
belonging to the Fund, and a proportionate distribution, based upon the relative
asset values of the respective Funds, of any general assets not belonging to any
particular Fund which are available for distribution.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Trust shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding Shares of
each Fund affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will be required in
connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund. Under Rule 18f-2,
the approval of an investment advisory agreement or any change in investment
policy would be effectively acted upon with respect to a Fund only if approved
by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of Trustees may be
effectively acted upon by Shareholders of the Trust voting without regard to
series.
Class A Shares and Class B Shares of the Fund have exclusive voting
rights with respect to matters pertaining to the Fund's Distribution Plan.
SHAREHOLDER AND TRUSTEE LIABILITY
Under Massachusetts law, holders of units of beneficial interest in a
business trust may, under certain circumstances, be held personally liable as
partners for the obligations of the trust. However, the Trust's Declaration of
Trust provides that Shareholders shall not be subject to any personal liability
for the obligations of the Trust, and that every written agreement, obligation,
instrument, or undertaking made by the Trust shall contain a provision to the
effect that the Shareholders are not personally liable thereunder. The
Declaration of Trust provides for indemnification out of the trust property of
any Shareholder held personally liable solely by reason of his being or having
been a Shareholder. The Declaration of Trust also provides that the Trust shall,
upon request, assume the defense of any claim made against any Shareholder for
any act or obligation of the Trust, and shall satisfy any judgment thereon.
Thus, the risk of a Shareholder incurring financial loss on account of
Shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations.
The Declaration of Trust states further that no Trustee, officer, or
agent of the Trust shall be personally liable in connection with the
administration or preservation of the assets of the trust or the conduct of the
Trust's business; nor shall any Trustee, officer, or agent be personally liable
to any person for any action or failure to act except for his own bad faith,
willful misfeasance, gross negligence, or reckless disregard of his duties. The
Declaration of Trust also provides that all persons having any claim against the
Trustees or the Trust shall look solely to the assets of the trust for payment.
CALCULATION OF PERFORMANCE DATA
Performance information showing the Fund's total return and/or 30-day
yield with respect to a particular class may be presented from time to time in
advertising and sales literature regarding the Fund. A 30-day yield is
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calculated by dividing the net investment income per-share earned during the
30-day base period by the maximum offering price per share on the last day of
the period, according to the following formula:
a-b
30-Day Yield = 2[( ----- +1)6-1]
cd
In the above formula, "a" represents dividends and interest earned by a
particular class during the 30-day base period; "b" represents expenses accrued
to a particular class for the 30-day base period (net of reimbursements); "c"
represents the average daily number of Shares of a particular class outstanding
during the 30-day base period that were entitled to receive dividends; and "d"
represents the maximum offering price per share of a particular class on the
last day of the 30-day base period.
The Fund's respective cumulative total return and average annual total
return is determined by calculating the change in the value of a hypothetical
$1,000 investment in a particular class of the Fund for each of the periods
shown. Cumulative total return for a particular class of the Fund is computed by
determining the rate of return over the applicable period that would equate the
initial amount invested to the ending redeemable value of the investment. The
cumulative return is calculated as the total dollar increase or decrease in the
value of an account assuming reinvestment of all distributions divided by the
original initial investment. The average annual return for a particular class of
a Fund is computed by determining the average annual compounded rate of return
over the applicable period that would equate the initial amount invested to the
ending redeemable value of the investment. The ending redeemable value includes
dividends and capital gain distributions reinvested at net asset value. The
resulting percentages indicated the positive or negative investment results that
an investor would have experienced from changes in share price and reinvestment
of dividends and capital gains distributions.
Performance information showing the Fund's and/or particular Class's
distribution rate may be presented from time to time in advertising and sales
literature regarding the Fund. The distribution rate is calculated as follows:
a
---
distribution yield = (b) * 365
---------
c
In the formula, "a" represents dividends distributed by a particular
class during that period; "b" represents month end offer price or net asset
value for a particular class; "c" represents the number of days in the period
being calculated. "365" is the number of days in a year, used to annualize the
distribution yield.
Performance will fluctuate from time to time and is not necessarily
representative of future results. Accordingly, the Fund's performance may not
provide for comparison with bank deposits or other investments that pay a fixed
return for a stated period of time. Performance is a function of the Fund's
quality, composition, and maturity, as well as expenses allocated to the Fund.
Fees imposed upon customer accounts at a bank, with regard to Fiduciary Class
Shares, or a Participating Organization, with regard to Class A and Class B
Shares, will reduce the Fund's effective yield to customers.
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The Fund may quote actual total return performance from time to time in
advertising and other types of literature compared to results reported by the
Dow Jones Industrial Average.
The Dow Jones Industrial Average is an industry-accepted unmanaged
index of generally conservative securities used for measuring general market
performance. The performance reported will reflect the reinvestment of all
distributions on a quarterly basis and market price fluctuations. The index does
not take into account any brokerage commissions or other fees. Comparative
information on the Consumer Price Index may also be included.
The Fund may also promote the yield and/or total return performance and
use comparative performance information computed by and available from certain
industry and general market research and publications, such as Lipper Analytical
Services, Inc.; it may also use indices such as the Standard & Poor's 400
Composite Stock Index, the Standard & Poor's 500 Composite Stock Index, the
Standard & Poor's 600 Composite Stock Index, the Russell 2000, or the Morgan
Stanley International European, Asian and Far East Gross Domestic Product Index
for performance comparison. Statistical and performance information compiled and
maintained by CDA Technologies, Inc. and Interactive Data Corporation may also
be used.
The Fund may quote actual yield and/or total return performance in
advertising and other types of literature compared to indices or averages of
alternative financial products available to prospective investors. The
performance comparisons may include the average return of various bank
instruments, some of which may carry certain return guarantees offered by
leading banks and thrifts as monitored by BANK RATE MONITOR, and those of
corporate bond and government security price indices of various durations.
Comparative information on the Consumer Price Index may also be included.
The Fund may also use comparative performance information computed by
and available from certain industry and general market research and
publications, as well as statistical and performance information, compiled and
maintained by CDA Technologies, Inc. and Interactive Data Corporation.
The Fund may also use current interest rate and yield information on
government debt obligations of various durations, as reported weekly by the
Federal Reserve (Bulletin H. 15). In addition, current rate information on
municipal debt obligations of various durations, as reported daily by the Bond
Buyer, may also be used.
MISCELLANEOUS
The Trust is not required to hold a meeting of Shareholders for the
purpose of electing Trustees except that (i) the Trust is required to hold a
Shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office have been elected by Shareholders and
(ii) if, as a result of a vacancy on the Board of Trustees, less than two-thirds
of the Trustees holding office have been elected by the Shareholders, that
vacancy may only be filled by a vote of the Shareholders. In addition, Trustees
may be removed from office by a written consent signed by the holders of Shares
representing two-thirds of the outstanding Shares of the Trust at a meeting duly
called for the purpose, which meeting shall be held upon the written request of
the holders of Shares representing not less than 20% of the outstanding Shares
of the Trust. Except as set forth above, the Trustees may continue to hold
office and may appoint successor Trustees.
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As used in the Trust's Prospectuses and in this Statement of Additional
Information, "assets belonging to a Fund" means the consideration received by
the Trust upon the issuance or sale of Shares in that Fund, together with all
income, earnings, profits, and proceeds derived from the investment thereof,
including any proceeds from the sale, exchange, or liquidation of such
investments, and any funds or payments derived from any reinvestment of such
proceeds, and any general assets of the Trust not readily identified as
belonging to a particular Fund that are allocated to that Fund by the Trust's
Board of Trustees. The Board of Trustees may allocate such general assets in any
manner it deems fair and equitable. It is anticipated that the factor that will
be used by the Board of Trustees in making allocations of general assets to
particular Funds will be the relative net asset values of the respective Funds
at the time of allocation. Assets belonging to a particular Fund are charged
with the direct liabilities and expenses in respect of that Fund, and with a
share of the general liabilities and expenses of the Trust not readily
identified as belonging to a particular Fund that are allocated to that Fund in
proportion to the relative net asset values of the respective Funds at the time
of allocation. The timing of allocations of general assets and general
liabilities and expenses of the Trust to particular Funds will be determined by
the Board of Trustees of the Trust and will be in accordance with generally
accepted accounting principles. Determinations by the Board of Trustees of the
Trust as to the timing of the allocation of general liabilities and expenses and
as to the timing and allocable portion of any general assets with respect to a
particular Fund are conclusive. For information regarding the allocations of
Class Expenses to particular classes of a Fund, see the respective Prospectus of
the Fund under "MANAGEMENT-Expenses."
As used in the Trust's Prospectuses and in this Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of the Trust, a
particular Fund, or a particular class of Shares of a Fund, means the
affirmative vote of the lesser of (a) more than 50% of the outstanding Shares of
the Trust, such Fund, or such class of Shares of such Fund, or (b) 67% or more
of the Shares of the Trust, such Fund, or such class of Shares of such Fund
present at a meeting at which the holders of more than 50% of the outstanding
Shares of the Trust, such Fund, or such class of Shares of such Fund are
represented in person or by proxy.
The Trust is registered with the Securities and Exchange Commission as
a management investment company. Such registration does not involve supervision
by the Commission of the management or policies of the Trust.
The Prospectus and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with
the Securities and Exchange Commission. Copies of such information may be
obtained from the Commission upon payment of the prescribed fee.
The Prospectus and this Statement of Additional Information are not an
offering of the securities herein described in any State in which such offering
may not lawfully be made. No salesman, dealer, or other person is authorized to
give any information or make any representation other than those contained in
the Prospectus and Statement of Additional Information.
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APPENDIX
The nationally recognized statistical rating organizations (individually, an
"NRSRO") that may be utilized by the Advisers or the Sub-Advisers with regard to
portfolio investments for the Funds include Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), Duff & Phelps, Inc.
("Duff"), Fitch Investors Service, Inc. ("Fitch"), IBCA Limited and its
affiliate, IBCA Inc. (collectively, "IBCA"), and Thomson BankWatch, Inc.
("Thomson"). Set forth below is a description of the relevant ratings of each
such NRSRO. The NRSROs that may be utilized by the Advisers or the Sub-Advisers
and the description of each NRSRO's ratings is as of the date of this Statement
of Additional Information, and may subsequently change.
Long-Term Debt Ratings (may be assigned, for example, to corporate and municipal
bonds)
Description of the four highest long-term debt ratings by Moody's (Moody's
applies numerical modifiers (1, 2, and 3) in each rating category to indicate
the security's ranking within the category):
Aaa Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edged." Interest payments
are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of
such issues.
Aa Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what
are generally known as high grade bonds. They are rated lower
than the best bonds because margins of protection may not be
as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risk appear somewhat
larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment some time in the
future.
Baa Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.
Description of the four highest long-term debt ratings by S&P (S&P may apply a
plus (+) or minus (-) to a particular rating classification to show relative
standing within that classification):
AAA Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely
strong.
AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only
in small degree.
A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
33
<PAGE> 71
BBB Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
Description of the three highest long-term debt ratings by Duff:
AAA Highest credit quality. The risk factors are negligible being
only slightly more than for risk-free U.S. Treasury debt.
AA+ High credit quality Protection factors are strong.
AA Risk is modest but may vary slightly from time to time because
of economic conditions.
A+ Protection factors are average but adequate. However, risk
factors are more variable and greater in periods of economic
stress.
Description of the three highest long-term debt ratings by Fitch (plus or minus
signs are used with a rating symbol to indicate the relative position of the
credit within the rating category):
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely
to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issues is generally rated "[-]+."
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
IBCA's description of its three highest long-term debt ratings:
AAA Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial such that adverse changes in
business, economic or financial conditions are unlikely to
increase investment risk significantly.
AA Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic, or financial conditions may increase investment risk
albeit not very significantly.
A Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest
is strong, although adverse changes in business, economic or
financial conditions may lead to increased investment risk.
Short-Term Debt Ratings (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)
Moody's description of its three highest short-term debt ratings:
34
<PAGE> 72
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a
superior capacity for repayment of senior short-term
promissory obligations. Prime-1 repayment capacity will
normally be evidenced by many of the following
characteristics:
-Leading market positions in well-established
industries.
-High rates of return on funds employed.
-Conservative capitalization structures with moderate
reliance on debt and ample asset protection.
-Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
-Well-established access to a range of financial
markets and assured sources of alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a
strong capacity for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be
more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
Prime-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and
market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the
level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate
liquidity is maintained.
S&P's description of its three highest short-term debt ratings:
A-1 This designation indicates that the degree of safety regarding
timely payment is strong. Those issues determined to have
extremely strong safety characteristics are denoted with a
plus sign (+).
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as
high as for issues designated "A-1."
A-3 Issues carrying this designation have adequate capacity for
timely payment. They are, however, more vulnerable to the
adverse effects of changes in circumstances than obligations
carrying the higher designations.
Duff's description of its three highest short-term debt ratings (Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating
category):
Duff 1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is
just below risk-free U.S. Treasury short-term obligations.
Duff 1 Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.
35
<PAGE> 73
Duff 1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.
Duff 2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.
Duff 3 Satisfactory liquidity and other protection factors qualify
issue as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is
expected.
Fitch's description of its three highest short-term debt ratings:
F-1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.
F-2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned F-1+
or F-1 ratings.
F-3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for
timely payment is adequate, however, near-term adverse changes
could cause these securities to be rated below investment
grade.
IBCA's description of its three highest short-term debt ratings:
A+ Obligations supported by the highest capacity for timely
repayment.
A1 Obligations supported by a very strong capacity for timely
repayment.
A2 Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible to
adverse changes in business, economic or financial conditions.
Short-Term Loan/Municipal Note Ratings
Moody's description of its two highest short-term loan/municipal note ratings:
MIG-1/VMIG-1 This designation denotes best quality. There is present
strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing.
MIG-2/VMIG-2 This designation denotes high quality. Margins of
protection are ample although not so large as in the
preceding group.
S&P's description of its two highest municipal note ratings:
SP-1 Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
36
<PAGE> 74
Short-Term Debt Ratings
Thomson BankWatch, Inc. ("TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.
BankWatch(TM) Ratings do not constitute a recommendation to buy or sell
securities of any of these companies. Further, BankWatch does not suggest
specific investment criteria for individual clients.
The TBW Short-Term Ratings apply to commercial paper, other senior short-term
obligations and deposit obligations of the entities to which the rating has been
assigned.
The TBW Short-Term Ratings apply only to unsecured instruments that have a
maturity of one year or less.
The TBW Short-Term Ratings specifically assess the likelihood of an untimely
payment of principal or interest.
TBW-1 The highest category; indicates a very high degree of
likelihood that principal and interest will be paid on a
timely basis.
TBW-2 The second highest category; while the degree of safety
regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as for
issues rated "TBW-1."
TBW-3 The lowest investment grade category; indicates that while
more susceptible to adverse developments (both internal and
external) than obligations with higher ratings, capacity to
service principal and interest in a timely fashion is
considered adequate.
TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.
37
<PAGE> 75
Registration Statement
of
The One Group(R)
on
Form N-lA
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
-- Financial Highlights
Included in Part B:
-- The One Group Funds Portfolio of Investments as of
June 30, 1995 (audited).
-- The One Group Funds Statement of Assets and
Liabilities as of June 30, 1995 (audited).
-- The One Group Funds Statements of Operations for
Fiscal Year Ended June 30, 1995 (audited).
-- The One Group Funds Statements of Changes in Net
Assets for Fiscal Year Ended June 30, 1995 (audited).
-- The One Group Funds Financial Highlights as of June
30, 1995 (audited).
-- The One Group Funds Notes to Financial Statements as
of June 30, 1995 (audited).
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<PAGE> 76
-- Reports dated August 18, 1995 of Coopers & Lybrand
L.L.P., independent accountants on The One Group
Funds financial statements.
-- The One Group Funds Portfolio of Investments as of
December 31, 1995 (unaudited)
-- The One Group Funds Statement of Assets and
Liabilities as of December 31, 1995 (unaudited).
-- The One Group Funds Statement of Operations as of
December 31, 1995 (unaudited).
-- The One Group Funds Statement of Changes in Net
Assets as of December 31, 1995 (unaudited).
-- The One Group Funds Financial Highlights as of
December 31, 1995 (unaudited).
-- The One Group Funds Notes to Financial Statements as
of December 31, 1995 (unaudited).
-- Paragon Portfolio Statement of Investments as of
November 30, 1995 (audited).
-- Paragon Portfolio Statement of Assets and Liabilities
as of November 30, 1995 (audited).
-- Paragon Portfolio Statements of Operations for fiscal
year ended November 30, 1995 (audited).
-- Paragon Portfolio Statements of Changes in Net Assets
for fiscal year ended November 30, 1995 (audited).
-- Paragon Portfolio Financial Highlights as of November
30, 1995 (audited).
-- Paragon Portfolio Notes to Financial Statements as of
November 30, 1995 (audited).
-- Report dated January 19, 1995 of Price Waterhouse,
LLP, independent accountants on Paragon Portfolios
financial statements.
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<PAGE> 77
-- Paragon Portfolio Statement of Investments as of
March 25, 1996 (unaudited).
-- Paragon Portfolio Statement of Assets and Liabilities
as of March 25, 1996 (unaudited).
-- Paragon Portfolio Statement of Operations as of March
25, 1996 (unaudited).
-- Paragon Portfolio Statement of Changes in Net Assets
as of March 25, 1996 (unaudited).
-- Paragon Portfolio Financial Highlights as of March
25, 1996 (unaudited).
-- Paragon Portfolio Notes to Financial Statements as of
March 25, 1996 (unaudited).
All required financial statements are contained in
Part B hereof. All other financial statements and
schedules are inapplicable.
(b) Exhibits:
(1) Amended and Restated Declaration of Trust is filed
herewith.
(2) Code of Regulations as amended and restated October
25, 1990 is filed herewith.
(3) None.
(4) None.
(5)(a) Investment Advisory Agreement dated January 11, 1993
between Registrant and Banc One Investment Advisors
Corporation is incorporated by reference to Exhibit
5(a) to Post-Effective Amendment No. 27 (filed March
17, 1993) to Registrant's Registration Statement on
Form N-1A.
(5)(b) Revised Schedule A to the Investment Advisory
Agreement between Registrant and Banc One Investment
Advisors Corporation is incorporated by reference to
Exhibit (5)(b) to Post-Effective Amendment No. 37
(filed June 13, 1996) to the Registrant's
Registration Statement on Form N-1A.
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<PAGE> 78
(5)(c) Form of Revised Schedule A to the Investment Advisory
Agreement between Registrant and Banc One Investment
Advisors Corporation is incorporated by reference to
Exhibit (5)(c) to Post-Effective Amendment No. 37
(filed June 13, 1996) to the Registrant's
Registration Statement on Form N-1A.
(5)(d) Sub-Investment Advisory Agreement dated February 11,
1993 between Banc One Investment Advisors Corporation
and Boston International Advisors, Inc. is
incorporated by reference to Exhibit (5)(c) to
Post-Effective Amendment No. 28 (filed June 30, 1993)
to Registrant's Registration Statement on Form N-1A.
(6)(a) Distribution Agreement dated November 1, 1995 between
the Registrant and The One Group Services Company is
incorporated by reference to Exhibit (6)(a) to
Post-Effective Amendment No. 36 (filed November 24,
1995) to Registrant's Registration Statement on Form
N-1A.
(6)(b) Revised Schedules A-D to the Distribution Agreement
between the Registrant and The One Group Services
Company are incorporated by reference to Exhibit
(6)(b) to Post-Effective Amendment No. 37 (filed June
13, 1996) to the Registrant's Registration Statement
on Form N-1A.
(6)(c) Forms of Revised Schedules A-D to the Distribution
Agreement between the Registrant and The One Group
Services Company are incorporated by reference to
Exhibit (6)(c) to Post-Effective Amendment No. 37
(filed June 13, 1996) to the Registrant's
Registration Statement on Form N-1A.
(6)(d) Re-executed Distribution Agreement dated December 13,
1995 between Registrant and The One Group Services
Company is incorporated by reference to Exhibit
(7)(c) to Registrant's Registration Statement on Form
N-14 (filed January 19, 1996).
(6)(e) Dealer's Agreement for The One Group(R)Funds dated
November 11, 1995 between The One Group Services
Company and Banc One Securities Corporation is
incorporated by reference to Exhibit (7)(d) to
Registrant's Registration Statement on Form N-14
(filed January 19, 1996).
(7) None.
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<PAGE> 79
(8)(a) Custodian Contract between Registrant and State
Street Bank and Trust Company is incorporated by
reference to Exhibit (8) to Post- Effective Amendment
No. 12 (filed September 9, 1988) to Registrant's
Registration Statement on Form N-1A.
(8)(b) Sub-Custodian Agreement between State Street Bank and
Trust Company and Bank One Trust Company, NA is
incorporated by reference to Exhibit (8)(b) to
Post-Effective Amendment No. 37 (filed June 13, 1996)
to the Registrant's Registration Statement on Form
N-1A.
(9)(a) Management and Administration Agreement dated
December 1, 1995 between the Registrant and The One
Group Services Company is incorporated by reference
to Exhibit (13)(a) to Registrant's Registration
Statement on Form N-14 (filed January 19, 1996).
(9)(b) Transfer Agency and Service Agreement between the
Registrant and State Street Bank and Trust Company is
incorporated by reference to Exhibit (9)(b) to
Post-Effective Amendment No. 12 (filed September 9,
1988) to Registrant's Registration Statement on Form
N-1A.
(9)(c) Fund Accounting Agreement dated December 1, 1995
between the Registrant and The One Group Services
Company is incorporated by reference to Exhibit
(13)(c) to Registrant's Registration Statement on
Form N-14 (filed January 19, 1996).
(9)(d) Form of Revised Schedule A to the Fund Accounting
Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. is incorporated by reference to
Exhibit (9)(e) to Post-Effective Amendment No. 37
(filed June 13, 1996) to the Registrant's
Registration Statement on Form N-1A.
(9)(e) Sub-Administration Agreement dated December 1, 1995
between The One Group Services Company and Banc One
Investment Advisors Corporation is incorporated by
reference to Exhibit (13)(d) to the Registrant's
Registration Statement on Form N-14 (filed January
19, 1996).
(9)(f) Agency Services and Delegation Agreement dated
January 1, 1996 between the Registrant and BISYS
Qualified Plan Services is incorporated by reference
to Exhibit (9)(g) to Post-Effective
C-5
<PAGE> 80
Amendment No. 37 (filed June 13, 1996) to the
Registrant's Registration Statement on Form N-1A.
(9)(g) Form of Shareholder Servicing Agreement is
incorporated by reference to Exhibit (9)(h) to
Post-Effective Amendment No. 37 (filed June 13, 1996)
to the Registrant's Registration Statement on Form
N-1A.
(10) Opinion and consent of counsel is incorporated by
reference to Form 24f-2 Notice for the Registrant's
fiscal year ended June 30, 1995 (filed on August 29,
1995).
(11)(a) Consent of Coopers & Lybrand L.L.P. is filed
herewith.
(11)(b) Consent of KPMG Peat Marwick LLP is filed herewith.
(11)(c) Consent of Price Waterhouse, LLP is filed herewith.
(11)(d) Consent of Ropes & Gray is filed herewith.
(12) None.
(13) Purchase Agreement dated July 18, 1985, between
Registrant and Physicians Insurance Company of Ohio
is incorporated by reference to Exhibit (13) of the
Registrant's Pre-Effective Amendment No. 2 (filed
July 18, 1985) to Registrant's Registration Statement
on Form N-1A.
(14) None.
(15)(a) Re-Executed Distribution and Shareholder Services
Plan - Class A and Service Class shares dated
November 1, 1995, as amended February 29, 1996,
between the Registrant and The One Group Services
Company is incorporated by reference to Exhibit
(15)(a) to Post-Effective Amendment No. 37 (filed
June 13, 1996) to the Registrant's Registration
Statement on Form N-1A.
(15)(b) Form of Revised Schedule A to the Re-Executed
Distribution and Shareholder Services Plan - Class A
and Service Class shares between the Registrant and
The One Group Services Company dated February 29,
1996 is incorporated by reference to Exhibit (15)(b)
to Post-Effective Amendment No. 37 (filed June 13,
1996) to the Registrant's Registration Statement on
Form N-1A.
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<PAGE> 81
(15)(c) Re-Executed Distribution and Shareholder Services
Plan - CDSC Class shares dated December 13, 1995
between the Registrant and The One Group Services
Company is incorporated by reference to Exhibit
(10)(d) to the Registration Statement of Registrant
on Form N-14 (filed January 19, 1996).
(15)(d) Form of Revised Schedule A to the Re-Executed
Distribution and Shareholder Services Plan. - CDSC
Class shares between the Registrant and The One Group
Services Company is incorporated by reference to
Exhibit (15)(d) to Post-Effective Amendment No. 37
(filed June 13, 1996) to the Registrant's
Registration Statement on Form N-1A.
(16) Schedules for computation of performance quotations
for the Funds provided in the Registration Statement
in response to Item 22 of Form N-1A are incorporated
herein by reference to Exhibit 16 to Post-Effective
Amendment No. 31 (filed April 29, 1994) to the
Registrant's Registration Statement on Form N-1A.
(17) Financial data schedules for:
17.1 Prime Money Market -- 06/30/95
17.2 U.S. Treasury Securities
Money Market -- 06/30/95
17.3 Municipal Money Market -- 06/30/95
17.4 Income Equity Fund -- 06/30/95
17.5 Income Bond -- 06/30/95
17.6 Intermediate Tax-Free Bond -- 06/30/95
17.7 Disciplined Value Fund -- 06/30/95
17.8 Small Company Growth Fund -- 06/30/95
17.9 Blue Chip Equity Fund -- 06/30/95
17.10 Limited Volatility Bond -- 06/30/95
17.11 Equity Index Fund -- 06/30/95
17.12 Large Company Value Fund -- 06/30/95
17.13 Ohio Municipal Bond -- 06/30/95
17.14 International Equity
Index Fund -- 06/30/95
17.15 Treasury Only Money
Market Fund -- 06/30/95
17.16 Government Money
Market Fund -- 06/30/95
17.17 Asset Allocation Fund -- 06/30/95
17.18 Government Bond -- 06/30/95
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17.19 Government ARM -- 06/30/95
17.20 Tax Free Bond -- 06/30/95
17.21 Ohio Municipal Money Market -- 06/30/95
17.22 Intermediate Bond -- 06/30/95
17.23 Large Company Growth Fund -- 06/30/95
17.24 Kentucky Municipal Bond -- 06/30/95
17.25 Prime Money Market Fiduciary 12/31/95
17.26 Prime Money Market Class A 12/31/95
17.27 U.S. Treasury Securities
Money Market Fiduciary 12/31/95
17.28 U.S. Treasury Securities
Money Market Class A 12/31/95
17.29 Municipal Money Market Fiduciary 12/31/95
17.30 Municipal Money Market Class A 12/31/95
17.31 Income Equity Fund Fiduciary 12/31/95
17.32 Income Equity Fund Class A 12/31/95
17.33 Income Equity Fund Class B 12/31/95
17.34 Income Bond Fiduciary 12/31/95
17.35 Income Bond Class A 12/31/95
17.36 Income Bond Class B 12/31/95
17.37 Intermediate Tax-Free
Bond Fiduciary 12/31/95
17.38 Intermediate Tax-Free
Bond Class A 12/31/95
17.39 Intermediate Tax-Free
Bond Class B 12/31/95
17.40 Disciplined Value Fund Fiduciary 12/31/95
17.41 Disciplined Value Fund Class A 12/31/95
17.42 Disciplined Value Fund Class B 12/31/95
17.43 Small Company Growth Fund Fiduciary 12/31/95
17.44 Small Company Growth Fund Class A 12/31/95
17.45 Small Company Growth Fund Class B 12/31/95
17.46 Limited Volatility Bond Fiduciary 12/31/95
17.47 Limited Volatility Bond Class A 12/31/95
17.48 Limited Volatility Bond Class B 12/31/95
17.49 Equity Index Fund Fiduciary 12/31/95
17.50 Equity Index Fund Class A 12/31/95
17.51 Equity Index Fund Class B 12/31/95
17.52 Large Company Value Fund Fiduciary 12/31/95
17.53 Large Company Value Fund Class A 12/31/95
17.54 Large Company Value Fund Class B 12/31/95
17.55 Ohio Municipal Bond Fiduciary 12/31/95
17.56 Ohio Municipal Bond Class A 12/31/95
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17.57 Ohio Municipal Bond Class B 12/31/95
17.58 International Equity
Index Fund Fiduciary 12/31/95
17.59 International Equity
Index Fund Class A 12/31/95
17.60 International Equity
Index Fund Class B 12/31/95
17.61 Treasury Only Money
Market Fund 12/31/95
17.62 Government Money Market
Fund 12/31/95
17.63 Asset Allocation Fund Fiduciary 12/31/95
17.64 Asset Allocation Fund Class A 12/31/95
17.65 Asset Allocation Fund Class B 12/31/95
17.66 Government Bond Fiduciary 12/31/95
17.67 Government Bond Class A 12/31/95
17.68 Government Bond Class B 12/31/95
17.69 Government ARM Fiduciary 12/31/95
17.70 Government ARM Class A 12/31/95
17.71 Government ARM Class B 12/31/95
17.72 Tax Free Bond Fiduciary 12/31/95
17.73 Tax Free Bond Class A 12/31/95
17.74 Tax Free Bond Class B 12/31/95
17.75 Ohio Municipal Money
Market Fiduciary 12/31/95
17.76 Ohio Municipal Money
Market Class A 12/31/95
17.77 Intermediate Bond Fiduciary 12/31/95
17.78 Intermediate Bond Class A 12/31/95
17.79 Intermediate Bond Class B 12/31/95
17.80 Large Company Growth Fund Fiduciary 12/31/95
17.81 Large Company Growth Fund Class A 12/31/95
17.82 Large Company Growth Fund Class B 12/31/95
17.83 Kentucky Municipal Bond Fiduciary 12/31/95
17.84 Kentucky Municipal Bond Class A 12/31/95
17.85 Kentucky Municipal Bond Class B 12/31/95
17.86 Paragon Louisiana Tax-Free
Bond Class A 11/30/95
17.87 Paragon Louisiana Tax-Free Class B 11/30/95
Bond
17.88 Paragon Value Growth Class A 11/30/95
17.89 Paragon Value Growth Class B 11/30/95
17.90 Paragon Gulf South Growth Class A 11/30/95
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17.91 Paragon Gulf South Growth Class B 11/30/95
17.92 Paragon Louisiana Tax-Free
Bond Class A 03/25/96
17.93 Paragon Louisiana Tax-Free
Bond Class B 03/25/96
17.94 Paragon Value Growth Class A 03/25/96
17.95 Paragon Value Growth Class B 03/25/96
17.96 Paragon Gulf South Growth Class A 03/25/96
17.97 Paragon Gulf South Growth Class B 03/25/96
(18)(a) Multiple Class Plan for The One Group(R) adopted by
the Board of Trustees on May 22, 1995 as amended May
21, 1996 is incorporated by reference to Exhibit
(18)(a) to Post-Effective Amendment No. 37 (filed
June 13, 1996) to the Registrant's Registration
Statement on Form N-1A.
(18)(b) Form of Revised Multiple Class Plan for The One
Group(R) is incorporated by reference to Exhibit
(18)(b) to Post-Effective Amendment No. 37 (filed
June 13, 1996) to the Registrant's Registration
Statement on Form N-1A.
Item 25. Persons Controlled by or under Common Control with Registrant
As of the effective date of this Registration Statement there
are no persons controlled or under common control with the
Registrant.
Item 26. Number of Holders of Securities
As of August 1, 1996 the number of record holders of each
series of Fiduciary Class shares of the Registrant were as
follows:
<TABLE>
<CAPTION>
Number of Record
Title of Series Holders
--------------- -------
<S> <C>
Prime Money Market Fund 365
U.S. Treasury Securities 64
Money Market Fund
Municipal Money Market Fund 25
Income Equity Fund 194
Income Bond Fund 150
</TABLE>
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<PAGE> 85
<TABLE>
<S> <C>
Growth Opportunities Fund 241
Disciplined Value Fund 168
Limited Volatility Bond Fund 154
International Equity Index Fund 110
Intermediate Tax-Free Bond Fund 36
Equity Index Fund 129
Large Company Value Fund 92
Ohio Municipal Bond Fund 20
Ohio Municipal
Money Market Fund 7
Kentucky Municipal Bond Fund 9
Texas Tax-Free Bond Fund 0
West Virginia Tax-Free Bond Fund 0
Asset Allocation Fund 61
Ultra Short-Term Income Fund 44
Government Bond Fund 99
Municipal Income Fund 41
Intermediate Bond Fund 75
Arizona Tax-Free Bond Fund 0
Large Company Growth Fund 190
Louisiana Municipal Bond Fund 7
Value Growth Fund 21
</TABLE>
C-11
<PAGE> 86
<TABLE>
<S> <C>
Gulf South Growth Fund 23
Income Fund 0
Investor Conservative Growth Fund 0
Investor Growth Fund 0
Investor Balanced Fund 0
Investor Fixed Income Fund 0
Investor Aggressive Growth Fund 0
Investor Growth & Income Fund 0
</TABLE>
As of August 1, 1996 the number of record holders of each
series of Class A Shares of the Registrant were as follows:
<TABLE>
<CAPTION>
Number of Record
Title of Series Holders
--------------- -------
<S> <C>
Prime Money Market Fund 8935
U.S. Treasury Securities 2488
Money Market Fund
Municipal Money Market Fund 772
Income Equity Fund 4753
Income Bond Fund 613
Growth Opportunities Fund 3943
Disciplined Value Fund 3201
Limited Volatility Bond Fund 1268
International Equity Index Fund 1504
Intermediate Tax-Free Bond Fund 160
</TABLE>
C-12
<PAGE> 87
<TABLE>
<S> <C>
Equity Index Fund 4700
Large Company Value Fund 771
Ohio Municipal Bond Fund 429
Ohio Municipal 664
Money Market Fund
Kentucky Municipal Bond Fund 238
Texas Tax-Free Bond Fund 0
West Virginia Tax-Free Bond Fund 0
Asset Allocation Fund 2015
Ultra Short-Term Income Fund 65
Government Bond Fund 2350
Municipal Income Fund 626
Intermediate Bond Fund 919
Arizona Tax-Free Bond Fund 0
Large Company Growth Fund 10281
Louisiana Municipal Bond Fund 1421
Value Growth Fund 4206
Gulf South Growth Fund 2648
Income Fund 0
Investor Conservative Growth Fund 0
Investor Growth Fund 0
Investor Balanced Fund 0
Investor Fixed Income Fund 0
</TABLE>
C-13
<PAGE> 88
<TABLE>
<S> <C>
Investor Aggressive Growth Fund 0
Investor Growth & Income Fund 0
</TABLE>
As of August 1, 1996 the number of record holders of each
series of Service Class Shares of the Registrant were as
follows:
<TABLE>
<CAPTION>
Number of Record
Title of Series Holders
--------------- -------
<S> <C>
Prime Money Market Fund 0
U.S. Treasury Securities
Money Market Fund 0
</TABLE>
As of August 1, 1996 the number of record holders of each
series of Class B Shares (CDSC) of the Registrant were as
follows:
<TABLE>
<CAPTION>
Number of Record
Title of Series Holders
--------------- -------
<S> <C>
Income Equity Fund 4215
Income Bond Fund 633
Growth Opportunities Fund 3575
Disciplined Value Fund 2781
Limited Volatility Bond Fund 484
International Equity Index Fund 1587
Intermediate Tax-Free Bond Fund 77
Equity Index Fund 6893
Large Company Value Fund 931
Ohio Municipal Bond Fund 381
Kentucky Municipal Bond Fund 66
</TABLE>
C-14
<PAGE> 89
<TABLE>
<S> <C>
Texas Tax-Free Bond Fund 0
West Virginia Tax-Free Bond Fund 0
Asset Allocation Fund 2342
Ultra Short-Term Income Fund 77
Government Bond Fund 1004
Municipal Income Bond Fund 852
Intermediate Bond Fund 595
Arizona Tax-Free Bond Fund 0
Large Company Growth Fund 9602
Louisiana Municipal Bond Fund 185
Value Growth Fund 1013
Gulf South Growth Fund 724
Income Fund 0
Investor Conservative Growth Fund 0
Investor Growth Fund 0
Investor Balanced Fund 0
Investor Fixed Income Fund 0
Investor Aggressive Growth Fund 0
Investor Growth & Income Fund 0
</TABLE>
As of August 1, 1996 the number of record holders of each
of the Institutional Money Market Funds of the Registrant
were as follows:
C-15
<PAGE> 90
<TABLE>
<CAPTION>
Number of Record
Title of Series Holders
--------------- -------
<S> <C>
Treasury Only Money Market Fund 11
Government Money Market Fund 10
Institutional Prime Money Market Fund 0
Treasury Money Market 0
Tax-Exempt Money Market 0
</TABLE>
Item 27. Indemnification
Article IX, Section 9.2 of the Registrant's Declaration of
Trust, incorporated as Exhibit (1) hereto, provides for the
indemnification of Registrant's trustees and officers.
Indemnification of the Group's principal underwriter,
custodians, investment advisers, administrator, and
transfer agents is provided for in the Group's respective
Agreements with those service providers as filed or
incorporated by reference as Exhibits hereto. As of the
effective date of this Registration Statement, the Group
has obtained from a major insurance carrier a trustees and
officers' liability policy covering certain types of errors
and omissions. In no event will Registrant indemnify any of
its trustees, officers, employees, or agents against any
liability to which such person would otherwise be subject
by reason of his willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason
of his reckless disregard of the duties involved in the
conduct of his office or under his agreement with
Registrant. Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release 11330 under the
Investment Company Act of 1940 in connection with any
indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees,
officers, and controlling persons of Registrant pursuant to
the foregoing provisions, or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of
expenses incurred or paid by a trustee, officer or
controlling person of Registrant in the successful defense
of any action,
C-16
<PAGE> 91
suit or proceeding) is asserted by such trustee, officer,
or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Advisers
Banc One Investment Advisors Corporation ("Banc One
Advisors") performs investment advisory services for all of
the Funds of the Group. Boston International Advisors, Inc.
performs investment sub-advisory services for the
International Equity Index Fund.
Banc One Advisors is an indirect wholly-owned subsidiary of
BANC ONE CORPORATION, a bank holding company incorporated
in the state of Ohio. BANC ONE CORPORATION now operates
affiliate banking organizations in Arizona, Colorado,
Illinois, Indiana, Kentucky, Louisiana, Ohio, Oklahoma,
Texas, Utah, West Virginia and Wisconsin. In addition, BANC
ONE CORPORATION has several affiliates that engage in data
processing, venture capital, investment and merchant
banking, and other diversified services including trust
management, investment management, brokerage, equipment
leasing, mortgage banking, consumer finance, and insurance.
To the knowledge of Registrant, none of the directors or
officers of Banc One Advisors or Boston International
Advisors, Inc., except as set forth or incorporated herein,
is or has been, at any time during the past two calendar
years, engaged in any other business, profession, vocation
or employment of a substantial nature. Set forth below are
the names and principal businesses of the directors of Banc
One Advisors and Boston International Advisors, Inc. who
are engaged in any other business, profession, vocation or
employment of a substantial nature.
Banc One Advisors
<TABLE>
<CAPTION>
Position(s)
Held with Principal
Name and Address Banc One Advisors Occupation
- ---------------- ----------------- ----------
<S> <C> <C>
Michael J. McMennamin Director Executive Vice President and
Chief Financial Officer BANC ONE
CORPORATION
</TABLE>
C-17
<PAGE> 92
<TABLE>
<S> <C> <C>
Frederick L. Cullen Director Chairman and Chief Executive
Officer, Bank One, Columbus, NA
and President 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
Michael V. Wible Secretary Senior Attorney, BANC ONE
CORPORATION
David J. Kundert Chairman and Chief Chairman and Chief Executive
Executive Officer Officer, Banc One Investment
</TABLE>
The principal business address of the principal executive officer and directors
of Bane One Advisors is 774 Park Meadow Road, Westerville, Ohio 43081.
Boston International Advisors, Inc.
Boston International Advisors, Inc. ("BIA") is the Sub-Investment
Advisor to the International Equity Index Fund. BIA, a corporation organized
under the laws of Massachusetts, provides investment advice to institutional and
investment company clients. Information regarding the firm's ownership and other
business connections of the officers and directors is listed on the Form ADV
filed by BIA with the SEC pursuant to the Investment Advisers Act of 1940 (SEC
File No. 801-28785), the text of which is hereby incorporated by reference.
Item 29. Principal Underwriters
(a) The One Group Services Company acts as administrator and
distributor for each of the Fund's Portfolios.
(b) The directors and officers of The One Group Services Company
are set forth below. The business address of each director or
officer is 3435 Stelzer Road, Columbus, Ohio 43219.
C-18
<PAGE> 93
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with The One Group with Registrant
- ---------------- Services Company ---------------
----------------
<S> <C> <C>
Lynn J. Mangum Chairman None
Robert J. McMullen Executive Vice President None
Dennis Sheehan Vice President None
Catherine T. Dwyer Vice President/Secretary None
Michael D. Burns Vice President/Compliance Officer None
Annamaria Porcaro Assistant Secretary None
Robert Tuch Assistant Secretary None
Stephen G. Mintos Executive Vice President/ None
Chief Operating Officer
George Martinez Senior Vice President Secretary
Dale Smith Vice President/ None
Chief Financial Officer
Paul H. Bourke Vice President None
Mark Dillon President President
Mark J. Ryberczyk Executive Vice President None
Mark S. Redman Vice President Vice President and
Treasurer
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records
(1) Banc One Investment Advisors Corporation, 774 Park
Meadow Road, Columbus, OH 43271-0211 (records
relating to its functions as Investment Adviser
and Sub-Administrator).
(2) Boston International Advisors, Inc., 75 State
Street, Boston, MA 02109 (records relating to its
functions as Sub-Investment Adviser to the
International Equity Index Fund).
C-19
<PAGE> 94
(3) The One Group Services Company, 3435 Stelzer Road,
Columbus, OH 43219 (records relating to its
functions as Distributor for all funds).
(4) The One Group Services Company, 3435 Stelzer Road,
Columbus, OH 43219 (records relating to its
functions as Administrator for all funds).
(5) State Street Bank and Trust Company, 470 Atlantic
Avenue, Fifth Floor, Boston, MA 02205-9087
(records relating to its functions as custodian
and transfer agent to all funds).
(6) Ropes & Gray, One Franklin Square, 1301 K Street,
N.W., Suite 800 East, Washington, D.C. 20005
(Declaration of Trust, Code of Regulations, and
Minute Books).
Item 31. Management Services
N/A.
Item 32. Undertakings
The Registrant undertakes to call a meeting of
Shareholders, at the request of at least 10% of the
Registrant's outstanding shares, for the purpose of voting
upon the question of removal of a trustee or trustees and
to assist in communications with other shareholders as
required by Section 16(c) of the Investment Company Act of
1940.
The Registrant undertakes to furnish to each person to
whom a prospectus for a particular fund is delivered a
copy of the Registrant's latest annual report to
shareholders relating to that fund upon request and
without charge.
The Registrant undertakes on behalf of The One Group(R)
Treasury & Agency Fund, to file a post-effective
amendment, including financial statements which need not
be certified, within four to six months from the
commencement of operations of the Treasury & Agency Fund.
C-20
<PAGE> 95
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Washington, D.C. on the 16th day of August,
1996.
The One Group(R)
(Registrant)
By: /s/ Mark Dillon
-------------------------
*Mark Dillon
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Mark Dillon President August 16, 1996
- ---------------
*Mark Dillon
/s/ Peter C. Marshall Trustee August 16, 1996
- ---------------------
*Peter C. Marshall
/s/ Charles I. Post Trustee August 16, 1996
- -------------------
*Charles I. Post
/s/ John S. Randall Trustee August 16, 1996
- -------------------
*John S. Randall
/s/ Frederick W. Ruebeck Trustee August 16, 1996
- ------------------------
*Frederick W. Ruebeck
*By: /s/ Alan G. Priest
Alan G. Priest
Attorney-in-Fact
</TABLE>
C-21
<PAGE> 96
POWER OF ATTORNEY
Peter C. Marshall, whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Linda Dallas
Rich, each individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable The One Group(R)
(the "Trust"), to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all instruments and/or
documents pertaining to the federal registration of the shares of the Trust,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign in the name and on behalf of the undersigned as
a director and/or officer of the Trust any and all amendments to the Trust's
Registration Statement as filed with the Securities and Exchange Commission
under said Acts, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue thereof.
Dated: September 22, 1993
------------------
/s/ Peter C. Marshall
---------------------
Peter C. Marshall
<PAGE> 97
POWER OF ATTORNEY
Charles I. Post, whose signature appears below, does hereby constitute
and appoint Martin E. Lybecker, Alan G. Priest, and Linda Dallas Rich, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable The One Group(R)
(the "Trust"), to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all instruments and/or
documents pertaining to the federal registration of the shares of the Trust,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign in the name and on behalf of the undersigned as
a director and/or officer of the Trust any and all amendments to the Trust's
Registration Statement as filed with the Securities and Exchange Commission
under said Acts, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue thereof.
Dated: 09/22/93
--------------
/s/ Charles I. Post
-------------------
Charles I. Post
<PAGE> 98
POWER OF ATTORNEY
Mark A. Dillon, whose signature appears below, does hereby constitute
and appoint Martin E. Lybecker, Alan G. Priest, and Linda Dallas Rich, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable The One Group(R)
(the "Trust"), to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all instruments and/or
documents pertaining to the federal registration of the shares of the Trust,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign in the name and on behalf of the undersigned as
a director and/or officer of the Trust any and all amendments to the Trust's
Registration Statement as filed with the Securities and Exchange Commission
under said Acts, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue thereof.
Dated: 06/09/95
--------------
/s/ Mark A. Dillon
------------------
Mark A. Dillon
<PAGE> 99
POWER OF ATTORNEY
John S. Randall, whose signature appears below, does hereby constitute
and appoint Martin E. Lybecker, Alan G. Priest, and Linda Dallas Rich, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable The One Group(R)
(the "Trust"), to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all instruments and/or
documents pertaining to the federal registration of the shares of the Trust,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign in the name and on behalf of the undersigned as
a director and/or officer of the Trust any and all amendments to the Trust's
Registration Statement as filed with the Securities and Exchange Commission
under said Acts, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue thereof.
Dated: 09/22/93
--------------
/s/ John S. Randall
-------------------
John S. Randall
<PAGE> 100
POWER OF ATTORNEY
Frederick W. Ruebeck, whose signature appears below, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Linda Dallas
Rich, each individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable The One Group(R)
(the "Trust"), to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all instruments and/or
documents pertaining to the federal registration of the shares of the Trust,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign in the name and on behalf of the undersigned as
a director and/or officer of the Trust any and all amendments to the Trust's
Registration Statement as filed with the Securities and Exchange Commission
under said Acts, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue thereof.
Dated: 09/22/93
--------------
/s/ Frederick W. Ruebeck
------------------------
Frederick W. Ruebeck
<PAGE> 101
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
(1) Amended and Restated Declaration of Trust.
(2) Code of Regulations as amended and restated
on October 25, 1990.
(11)(a) Consent of Coopers & Lybrand, L.L.P.
(11)(b) Consent of KPMG Peat Marwick, LLP.
(11)(c) Consent of Price Waterhouse, LLP.
(11)(d) Consent of Ropes & Gray.
(27) Financial data schedules for:
27.1 Prime Money Market -- 06/30/95
27.2 U.S. Treasury Securities
Money Market -- 06/30/95
27.3 Municipal Money Market -- 06/30/95
27.4 Income Equity Fund -- 06/30/95
27.5 Income Bond -- 06/30/95
27.6 Intermediate Tax-Free Bond -- 06/30/95
27.7 Disciplined Value Fund -- 06/30/95
27.8 Small Company Growth
Fund -- 06/30/95
27.9 Blue Chip Equity Fund -- 06/30/95
27.10 Limited Volatility Bond -- 06/30/95
27.11 Equity Index Fund -- 06/30/95
27.12 Large Company Value Fund -- 06/30/95
27.13 Ohio Municipal Bond -- 06/30/95
27.14 International Equity
Index Fund -- 06/30/95
27.15 Treasury Only Money
Market Fund -- 06/30/95
27.16 Government Money
Market Fund -- 06/30/95
27.17 Asset Allocation Fund -- 06/30/95
<PAGE> 102
27.18 Government Bond -- 06/30/95
27.19 Government ARM -- 06/30/95
27.20 Tax Free Bond -- 06/30/95
27.21 Ohio Municipal
Money Market -- 06/30/95
27.22 Intermediate Bond -- 06/30/95
27.23 Large Company Growth
Fund -- 06/30/95
27.24 Kentucky Municipal Bond -- 06/30/95
27.25 Prime Money Market Fiduciary 12/31/95
27.26 Prime Money Market Class A 12/31/95
27.27 U.S. Treasury Securities
Money Market Fiduciary 12/31/95
27.28 U.S. Treasury Securities
Money Market Class A 12/31/95
27.29 Municipal Money Market Fiduciary 12/31/95
27.30 Municipal Money Market Class A 12/31/95
27.31 Income Equity Fund Fiduciary 12/31/95
27.32 Income Equity Fund Class A 12/31/95
27.33 Income Equity Fund Class B 12/31/95
27.34 Income Bond Fiduciary 12/31/95
27.35 Income Bond Class A 12/31/95
27.36 Income Bond Class B 12/31/95
27.37 Intermediate Tax-Free
Bond Fiduciary 12/31/95
27.38 Intermediate Tax-Free
Bond Class A 12/31/95
27.39 Intermediate Tax-Free
Bond Class B 12/31/95
27.40 Disciplined Value Fund Fiduciary 12/31/95
27.41 Disciplined Value Fund Class A 12/31/95
27.42 Disciplined Value Fund Class B 12/31/95
27.43 Small Company Growth
Fund Fiduciary 12/31/95
27.44 Small Company Growth
Fund Class A 12/31/95
27.45 Small Company Growth
Fund Class B 12/31/95
27.46 Limited Volatility Bond Fiduciary 12/31/95
27.47 Limited Volatility Bond Class A 12/31/95
27.48 Limited Volatility Bond Class B 12/31/95
27.49 Equity Index Fund Fiduciary 12/31/95
27.50 Equity Index Fund Class A 12/31/95
-2-
<PAGE> 103
27.51 Equity Index Fund Class B 12/31/95
27.52 Large Company Value Fund Fiduciary 12/31/95
27.53 Large Company Value Fund Class A 12/31/95
27.54 Large Company Value Fund Class B 12/31/95
27.55 Ohio Municipal Bond Fiduciary 12/31/95
27.56 Ohio Municipal Bond Class A 12/31/95
27.57 Ohio Municipal Bond Class B 12/31/95
27.58 International Equity
Index Fund Fiduciary 12/31/95
27.59 International Equity
Index Fund Class A 12/31/95
27.60 International Equity
Index Fund Class B 12/31/95
27.61 Treasury Only Money
Market Fund 12/31/95
27.62 Government Money Market
Fund 12/31/95
27.63 Asset Allocation Fund Fiduciary 12/31/95
27.64 Asset Allocation Fund Class A 12/31/95
27.65 Asset Allocation Fund Class B 12/31/95
27.66 Government Bond Fiduciary 12/31/95
27.67 Government Bond Class A 12/31/95
27.68 Government Bond Class B 12/31/95
27.69 Government ARM Fiduciary 12/31/95
27.70 Government ARM Class A 12/31/95
27.71 Government ARM Class B 12/31/95
27.72 Tax Free Bond Fiduciary 12/31/95
27.73 Tax Free Bond Class A 12/31/95
27.74 Tax Free Bond Class B 12/31/95
27.75 Ohio Municipal Money
Market Fiduciary 12/31/95
27.76 Ohio Municipal Money
Market Class A 12/31/95
27.77 Intermediate Bond Fiduciary 12/31/95
27.78 Intermediate Bond Class A 12/31/95
27.79 Intermediate Bond Class B 12/31/95
27.80 Large Company Growth
Fund Fiduciary 12/31/95
27.81 Large Company Growth
Fund Class A 12/31/95
27.82 Large Company Growth
Fund Class B 12/31/95
27.83 Kentucky Municipal Bond Fiduciary 12/31/95
-3-
<PAGE> 104
27.84 Kentucky Municipal Bond Class A 12/31/95
27.85 Kentucky Municipal Bond Class B 12/31/95
27.86 Paragon Louisiana Tax-Free
Bond Class A 11/30/95
27.87 Paragon Louisiana Tax-Free Class B 11/30/95
Bond
27.88 Paragon Value Growth Class A 11/30/95
27.89 Paragon Value Growth Class B 11/30/95
27.90 Paragon Gulf South Growth Class A 11/30/95
27.91 Paragon Gulf South Growth Class B 11/30/95
27.92 Paragon Louisiana Tax-Free
Bond Class A 03/25/96
27.93 Paragon Louisiana Tax-Free
Bond Class B 03/25/96
27.94 Paragon Value Growth Class A 03/25/96
27.95 Paragon Value Growth Class B 03/25/96
27.96 Paragon Gulf South Growth Class A 03/25/96
27.97 Paragon Gulf South Growth Class B 03/25/96
-4-
<PAGE> 1
EXHIBIT (1)
AMENDED AND RESTATED DECLARATION OF TRUST.
<PAGE> 2
AMENDED AND RESTATED
DECLARATION OF TRUST
THE ONE(R) GROUP(SM)
February 11, 1993
THIS AMENDED AND RESTATED DECLARATION OF TRUST, made as of February 11,
1993, hereby amends and restates in its entirety the Declaration of Trust dated
May 23, 1985, by the Trustees hereunder (the "Trustees") and by the holders of
shares of beneficial interest to be issued hereunder as hereinafter provided.
WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust as herein set forth below.
I.
NAME
This trust shall be known as THE ONEO GROUP (hereinafter called the
"Trust").
<PAGE> 3
II.
PURPOSE OF TRUST; AGENT FOR SERVICE
The Trust is a Massachusetts business trust of the type described in
Chapter 182, Section 1 of the General Laws of the Commonwealth of Massachusetts,
and is formed for the purpose of acting as a management investment company under
the Investment Company Act of 1940; provided, however, that the Trust may
exercise all powers which are ordinarily exercised by or permissible for
Massachusetts business trusts.
The Agent of the Trust for Service of Process within the Commonwealth
of Massachusetts shall be: CT Corporation System, Two Oliver Street, Boston,
Massachusetts 02109.
III.
DEFINITIONS
3.1 Definition of Certain Terms. As used in this Declaration of Trust,
the terms set forth below shall have the following meanings:
A. "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest of each series or
- 2 -
<PAGE> 4
class of the Trust may be divided or redivided from time to time by the Trustees
acting under this Declaration of Trust or, in the absence of such action, such
term means the equal proportionate transferable units of interest into which the
entire beneficial interest in the Trust shall be divided from time to time, and
includes fractions of Shares as well as whole Shares.
B. "Shareholder" means a record owner of Shares of the Trust
or of any series or class of the Trust.
C. "Person" shall mean a natural person, a corporation, a partnership,
an association, a joint-stock company, a trust, a fund, any federal, state, or
local governmental body, agency, instrumentality, or any political subdivision
thereof, or any organized group of persons whether or not incorporated.
D. "Trustees" refers to the individual trustees of the
Trust, in their capacity as trustees hereunder and not as
individuals, and to their successor or successors, while serving in
office as a trustee of the Trust.
- 3 -
<PAGE> 5
E. The "Act" refers to the Investment Company Act of 1940,
as now or hereafter amended, and to the rules and regulations
adopted from time to time thereunder.
F. The terms "assignment" and "interested person" shall have the
respective meanings set forth in the Act. The term "vote of a majority of the
outstanding Shares" shall mean, where required by the Act, the vote, at an
annual or special meeting of Shareholders duly called, of the lesser of (i) the
holders of 67% or more of the Shares present at any such meeting, if the holders
of more than 50% of the outstanding Shares are present or represented by proxy
thereat; or (ii) the holders of more than 50% of the outstanding Shares;
provided, however, that the term "vote of a majority of the outstanding Shares"
may be used herein with respect to Shares of the Trust as a whole, or with
respect to Shares of a particular series or class of the Trust, as the context
may require.
G. The "Regulations" shall refer to the Code of Regulations
of the Trust as adopted and amended from time to time.
H. The "Declaration of Trust" shall mean this Declaration of
Trust as amended or restated from time to time.
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I. The terms "series" or "series of Shares" refers to the one or more
separate investment portfolios of the Trust into which the assets and
liabilities of the Trust may be divided and the Shares of the Trust representing
the beneficial interest of Shareholders in such respective portfolios; and
J. The terms "class" or "class of Shares" refers to the Shares
representing the division of any series into two or more classes as provided in
Article V, Section 5.1.A hereof.
IV.
OWNERSHIP OF ASSETS OF THE TRUST
4.1 The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity, other than as Trustees hereunder,
by the Trustees. Legal title to all the assets of the Trust shall be vested in
the Trustees as joint tenants except that the Trustees shall have power to cause
legal title to any assets of the Trust to be held by or in the name of one or
more of the Trustees, in the name of the Trust, in the name of a particular
series or class of the Trust, or in the name of any other Person as nominee, on
such terms as the Trustees may reasonably determine. The right, title, and
interest of the
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Trustees in the assets of the Trust shall vest automatically in each person who
may hereafter become a Trustee. Upon the resignation, removal, or death of a
Trustee, such Trustee shall automatically cease to have any right, title, or
interest in any of the assets of the Trust, and the right, title, and interest
of such Trustee in the assets of the Trust shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
regardless of whether conveyancing documents (pursuant to Section 6.6 of this
Declaration of Trust or otherwise) have been executed and delivered. Except to
the extent otherwise required by Article V hereof, no Shareholder shall be
deemed to have severable ownership in any individual asset of the Trust or any
right of partition or possession thereof; nor shall any Shareholder be called
upon to assume any losses of the Trust or suffer an assessment of any kind by
virtue of his ownership of Shares; but each Shareholder shall have a
proportionate undivided beneficial interest in the series or class of the Trust
in respect of which the Shares held by such Shareholder shall have been issued.
V.
SHAREHOLDERS; SERIES; CLASSES; BENEFICIAL INTEREST IN
SERIES OR CLASSES OF THE TRUST; PURCHASE AND REDEMPTION OF SHARES
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5.1 Shares in the Series or Classes of the Trust.
A. The Trustees shall have full power and authority, in their sole
discretion, without obtaining the prior approval of the Shareholders (either
with respect to the Trust as a whole or with respect to any series or classes of
the Trust) by vote or otherwise, to establish one or more series of Shares of
the Trust. The establishment of any such series shall be effective upon the
adoption by a majority of the Trustees then in office of a resolution
establishing such series and setting the voting rights, preferences,
designations, conversion or other rights, restrictions, limitations as to
distributions, conditions of redemption, qualifications, or other terms of the
Shares of such series. The beneficial interest in each series of the Trust shall
at all times be divided into an unlimited number of full and fractional
transferable Shares without par value. The investment objective, policies, and
restrictions governing the management and operations of each series of the
Trust, including the management of assets belonging to any particular series,
may from time to time be changed or supplemented by the Trustees, subject to the
requirements of the Act. The Trustees may from time to time divide or combine
the outstanding Shares of any one or more series of the
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Trust into a greater or lesser number without thereby changing their
proportionate beneficial interests in the Trust assets allocated or belonging to
such series.
Subject to the respective voting rights, preferences, designations,
conversion or other rights, restrictions, limitations as to distributions,
conditions of redemption, qualifications, or other terms of the Shares of each
series of the Trust, the Trustees may, without Shareholder approval, divide the
Shares of any series into two or more classes, Shares of each such class having
such voting rights, preferences, designations, conversion or other rights,
restrictions, limitations as to distributions, conditions of redemption,
qualifications, or other terms applicable to Shares of such class as the
Trustees may determine.
B. The holder of each Share shall be entitled to one vote for each full
Share, and a proportionate fractional vote for each fractional Share,
irrespective of the series or class, then recorded in his name on the books of
the Trust. On any matter submitted to a vote of Shareholders, all Stares then
issued and outstanding and entitled to vote, irrespective of the series or
class, shall be voted in the aggregate and not by series or class
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except: (1) as otherwise required by the Act; or (2) when the matter, as
conclusively determined by the Trustees, affects only the interests of the
Shareholders of a particular series or class of the Trust (in which case only
Shareholders of the affected series or class shall be entitled to vote thereon).
C. Shares of each series or class of the Trust shall have
the following preferences, participating or other special rights,
qualifications, restrictions and limitations:
(1) Assets Belonging to a Series or Class. All consideration received
by the Trust for the issue or sale of Shares of any series or class, together
with all assets in which such consideration is invested or reinvested, including
any proceeds derived from the sale, exchange, or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall be referred to as "assets belonging to" that series
or class. In addition, any assets, income, earnings, profits or proceeds
thereof, or funds or payments which are not readily identifiable as belonging to
a particular series or class shall be allocated by the Trustees to one or more
series or class (such allocation to be conclusive and binding upon the
Shareholders
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of all series or class for all purposes) in such manner as they, in their sole
discretion, deem fair and equitable, and shall also be referred to as "assets
belonging to" such series or class. Such assets belonging to a particular series
or class shall irrevocably belong for all purposes to the Shares of the series
or class, and shall be so handled upon the books of account of the Trust. Such
assets and the income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange, or liquidation thereof, and any funds
or payments derived from any reinvestment of such proceeds in whatever form, are
herein referred to as "assets belonging to" such a series or class. Shareholders
of any series or class shall have no right, title or interest in or to the
assets belonging to any other series or class.
(2) Liabilities Belonging to a series or Class. The assets belonging to
any series or class of the Trust shall be charged with the direct liabilities in
respect of such series or class and with all expenses, costs, charges, and
reserves attributable to such series or class, and shall also be charged with
the share of such series or class of the general liabilities, expenses, costs,
charges, and reserves of the Trust which are not readily identifiable as
belonging to a particular series or class in
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proportion to the relative net assets of the respective series or class, as
determined at such time or times as may be authorized by the Trustees. Any such
determination by the Trustees shall be conclusive and binding upon the
Shareholders of all series or class for all purposes; provided, however, that
under no circumstances shall the assets allocated or belonging to any series or
class of the Trust be charged with liabilities directly attributable to any
other series or class. The liabilities so charged to a series or class are
herein referred to as "liabilities belonging to" such series or class. All
persons who may have extended credit to a particular series or class or who have
contracts or claims with respect to a particular series or class shall look only
to the assets of that particular series or class for payment of such contracts
or claims.
(3) Liquidating Distributions. In the event of the termination of the
Trust or a particular series or class thereof and the winding up of its affairs,
the Shareholders of the Trust or such particular series or class shall be
entitled to receive out of the assets of the Trust or belonging to the
particular series or class, as the case may be, available for distribution to
Shareholders, but other than general assets not belonging to any
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particular series or class of the Trust, the assets belonging to such series or
class; and the assets so distributable to the Shareholders of any series or
class shall be distributed among such Shareholders in proportion to the number
of Shares of such series or class held by them and recorded in their names on
the books of the Trust. In the event that there are any general assets not
belonging to any particular series or class of the Trust available for
distribution, such distribution shall be made to the Shareholders of all series
or class subject to such termination and winding up in proportion to the
relative net assets of the respective series or class determined as hereinafter
provided and the number of Shares of such series or class held by them and
recorded in their names on the books of the Trust.
(4) Dividends and Distributions. Shares of each series or class shall
be entitled to such dividends and distributions in Shares or in cash or both, as
may be declared from time to time by the Trustees, acting in their sole
discretion, with respect to such series or class, provided, however, that
dividends and distributions on Shares of a particular series or class shall be
paid only out of the lawfully available "assets belonging to" such
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series or class as such term is defined in this Declaration of Trust.
5.2 Purchase of Shares. The Trustees may accept investments in each
series or class of the Trust from such Persons for such consideration and on
such other terms as they may from time to time authorize. The Trust may reject
any order for, or refuse to give effect on the books of the Trust to the
transfer of, any Shares as permitted under the Act. Each such investment shall
be credited to the Shareholder's account in the form of full and fractional
Shares of the appropriate series or class of the Trust, at the net asset value
per Share next computed after receipt of the investment.
5.3 Net Asset Value Per Share. The net asset value per Share of each
series or class of the Trust shall be computed at such time or times as the
Trustees may specify pursuant to the Act. Assets shall be valued and net asset
value per Share shall be determined by such Person or Persons as the Trustees
may appoint under the supervision of the Trustees in such manner not
inconsistent with the Act and any orders of the Securities and Exchange
Commission received by the Trust, as the Trustees may determine.
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5.4 Ownership of Shares. The ownership of Shares shall be recorded
separately with respect to each series or class on the record books of the
Trust. Certificates for Shares shall be issued to holders of such Shares only
upon the authorization of the Trustees, in their discretion, to issue such
Shares, and shall be issued, if at all, subject to such rules and regulations as
the Trustees may determine. The Trustees may make such rules as they consider
appropriate for the transfer of Shares and similar matters. The record books of
the Trust shall be conclusive as to the identity of holders of Shares and as to
the number of Shares of each series or class held by each Shareholder.
5.5 Preemptive Rights. Shareholders shall have no preemptive or other
rights to subscribe to any additional Shares or other securities issued by the
Trust or by the Trustees.
5.6 Redemption of Shares. To the extent of the assets of the Trust
legally available for such redemptions, a Shareholder of any series or class of
the Trust shall have the right, subject to the provisions of Section 5.7 hereof,
to require the Trust to redeem his full and fractional Shares of any series or
class out of assets belonging to such series or class at a redemption price
equal to
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the net asset value per Share next determined after receipt of a request to
redeem in proper form as determined by the Trustees. The Trustees shall
establish such rules and procedures as they deem appropriate for redemption of
Shares; provided, however, that all redemptions shall be in accordance with the
Act. Without limiting the generality of the foregoing, the Trust shall, to the
extent permitted by applicable law, have the right at any time to redeem the
Shares owned by any holder thereof (i) if the value of such Shares in an account
maintained by the Trust or its transfer agent for any Shareholder with respect
to any series or class of the Trust is $1,000 or less; provided, however, that
any such Shareholder shall be notified that the value of his account is $1,000
or less, and shall be allowed sixty days to make additional purchases of Shares
of the appropriate series or class so that the value of his account will exceed
$1,000 before any such involuntary redemption is processed by the Trust; or (ii)
if the net income with respect to any particular series or class of the Trust
should be negative or it should otherwise be appropriate to carry out the
Trust's responsibilities under the Act, in each case subject to such further
terms and conditions as the Board of Trustees of the Trust may from time to time
adopt. The redemption price of Shares of any series or class of the Trust shall,
except as otherwise
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provided in this section, be the net asset value thereof as determined by the
Board of Trustees of the Trust from time to time in accordance with the
provisions of applicable law, less such redemption fee or other charge, if any,
as may be fixed by resolution of the Board of Trustees of the Trust. When the
net income with respect to any particular series or class of the Trust is
negative or whenever deemed appropriate by the Board of Trustees of the Trust in
order to carry out the Trust's responsibilities under the Act, any series or
class of the Trust may, without payment of compensation but in consideration of
the interests of the Trust or a particular series or class thereof and of the
Shareholders of the Trust or of such series or class in maintaining a constant
net asset value per Share with respect to such series or class, redeem pro rata
from each holder of record on such day such number of full and fractional Shares
of such series or class as may be necessary to reduce the aggregate number of
outstanding Shares of such series or class in order to permit the net asset
value thereof to remain constant. Payment of the redemption price, if any, shall
be made in cash by the appropriate series or class of the Trust at such time and
in such manner as may be determined from time to time by the Board of Trustees
of the Trust unless, in the opinion of the Board of Trustees, which shall be
conclusive and
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binding upon the Shareholders for all purposes, conditions exist which make
payment wholly in cash unwise or undesirable; in such event the appropriate
series or class of the Trust may make payment in the assets belonging or
allocable to such series or class, the value of which shall be determined as
provided herein.
5.7 Suspension of Right of Redemption. The Trustees may suspend the
right of redemption by Shareholders or postpone the date of payment or the
recordation of transfer of Shares of any series or class, as permitted under the
Act or applicable law. Such suspension or postponement shall take effect at such
time as the Trustees shall specify but not later than the close of business on
the business day following the declaration of suspension or postponement, and
thereafter there shall be no right of redemption or payment or transfer until
the Trustees shall declare the suspension at an end. In case of suspension of
the right of redemption, a Shareholder may either withdraw his request for
redemption or receive payment based on the net asset value existing after the
termination of the suspension.
5.8 Conversion Rights. The Trustees shall have the authority to provide
from time to time that the holders of Shares of any
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series or class shall have the right to convert or exchange said Shares for or
into Shares of one or more other series or class in accordance with such
requirements and procedures as may be established from time to time by the
Trustees.
VI.
THE TRUSTEES
6.1 Management of the Trust. Subject to any applicable requirements of
law, the business and affairs of the Trust shall be managed by the Trustees, who
shall have all powers necessary or desirable to carry out such responsibility,
including without limitation the appointment of and delegation of responsibility
to such officers, employees, agents, and contractors as they may select.
6.2 Number and Term of Office. The number of Trustees shall be
determined from time to time by the Trustees themselves, but shall not be less
than three, nor more than ten, subject to any applicable requirements of law.
Each Trustee shall hold such position for such term as may be provided in the
Code of Regulations of the Trust, as amended from time to time (the
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"Regulations"), and until his successor is elected and qualifies. A Trustee
shall qualify by accepting in writing his election or appointment and agreeing
to be bound by the provisions of this Declaration of Trust. Except as otherwise
provided herein in the case of vacancies, Trustees (other than the Initial
Trustees provided in Section 6.3) shall be elected by the Shareholders, who
shall vote in the aggregate and not by series or class and at such time or times
as the Trustees shall determine that such election is required under Section
16(a) of the Act or is otherwise advisable. Notwithstanding the foregoing, (a)
any Trustee may resign as a Trustee by written instrument signed by him and
delivered to the other Trustees at the principal business office of the Trust
(without need for prior or subsequent accounting), which resignation shall take
effect upon such delivery or upon such later date as is specified therein; (b)
any Trustee may be removed at any time with or without cause by written
instrument, signed by at least two-thirds of the number of Trustees prior to
such removal, specifying the date when such removal shall become effective; (c)
any Trustee who requests to be retired or who has become incapacitated by
illness or injury may be retired by written instrument signed by a majority of
the other Trustees; and (d) the
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term of a Trustee shall terminate at his death, resignation, bankruptcy,
removal, or adjudicated incompetency.
6.3. Initial Trustees. The initial Trustees were G Ronald Henderson, 33
North 3rd Street, Columbus, Ohio 43215, Kenneth B. Quintenz, 33 North 3rd
Street, Columbus, Ohio 43215, and Martin E. Lybecker, 1752 N Street, N.W., Suite
500, Washington, D.C. 20036, who, by their execution of the Declaration of Trust
dated May 23, 1985, agreed to be bound by the provisions of that Declaration of
Trust.
6.4 Quorum. At all meetings of the Trustees, a majority of the Trustees
shall constitute a quorum for the transaction of business and the action of a
majority of the Trustees present at any meeting at which a quorum is present
shall be the action of the Trustees unless the concurrence of a greater
proportion is required for such action by law, the Regulations, or this
Declaration of Trust. If a quorum shall not be present at any meeting of
Trustees, the Trustees present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. Meetings may be held by means of a
conference telephone circuit or
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similar communications equipment by means of which all persons participating may
hear each other at the same time. The Trustees may also act without a meeting,
unless provided otherwise in this Declaration of Trust or required by law, by
written consents of a majority of the Trustees.
The Trustees may appoint committees of Trustees and delegate powers to
them as provided in the Regulations. Any committee of the Trustees, including an
executive committee, if any, may act with or without a meeting. A quorum for all
meetings of any such committee shall be a majority of the members thereof.
Unless provided otherwise in this Declaration of Trust, any action of any such
committee may be taken at a meeting by vote of a majority of the members present
(a quorum being present), or without a meeting by unanimous written consent of
the members.
6.5 Vacancies. In case a vacancy shall exist by reason of an increase
in the number of Trustees, or for any other reason, the remaining Trustees may
fill such vacancy by appointing such other person as they in their discretion
shall select, subject to the requirements of the Act. Such appointment shall be
evidenced by a written instrument signed by a majority of the then Trustees, but
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the appointment shall not take effect until the individual so named shall have
qualified by accepting in writing the appointment and agreeing to be bound by
the terms of this Declaration of Trust. As may be required by law, the Trustees
shall cause notice thereof to be mailed to each of the Shareholders of record at
the address of such Shareholder on the books of the Trust. Whenever a vacancy in
the number of Trustees shall occur, until such vacancy is filled as provided in
this Section, the Trustees in office, regardless of their number, shall have all
the powers granted to the Trustees and shall discharge all the duties imposed on
the Trustees by this Declaration of Trust. In anticipation of a vacancy to occur
as a result of the resignation, retirement, or removal of a Trustee or an
increase in number of the Trustees, a majority of the Trustees then in office
may appoint such other person to fill such vacancy as they in their discretion
shall select, such appointment to be effective at such future time as the
Trustees may specify (subject to the acceptance in writing by such other person
of said appointment and his or her agreement to be bound by the terms of this
Declaration of Trust), with such notice as required to be mailed as aforesaid to
the Shareholders of record. A vacancy may also be filled by the Shareholders in
an election held at an annual or special meeting. As soon as any Trustee so
appointed or elected
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shall have qualified, the Trust estate shall vest in the new Trustee or
Trustees, together with the continuing Trustees, without any further act or
conveyance.
6.6 Effect of Death, Resignation, etc. of Trustee. The death,
resignation, bankruptcy, removal, retirement, or incapacity of the Trustees, or
any one of them, shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of Trust. Upon the
resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee,
he shall execute and deliver such documents as the remaining Trustees shall
require for the purpose of conveying to the Trust or the remaining Trustees any
asset of the Trust held in the name of the resigning or removed Trustee. Upon
the incapacity or death of any Trustee, his legal representative shall execute
and deliver on his behalf such documents as the remaining Trustees shall require
as provided in the preceding sentence. The failure to request or deliver such
documents shall not affect the operation of the provisions of Article IV hereof.
6.7 Powers. The Trustees in all instances shall act as principals and
are and shall be free from the control of the
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Shareholders. The Trustees shall have full power and authority to do any and all
acts and to make and execute any and all contracts and instruments that they may
consider necessary or desirable in connection with the management of the Trust.
The Trustees shall not be bound or limited by present or future laws or customs
in regard to Trust investments, but shall have full authority and power to make
any and all investments which they, in their uncontrolled discretion, shall deem
proper to accomplish the purpose of this Trust. Subject to any applicable
limitation in this Declaration of Trust or the Regulations, and without limiting
the generality of the foregoing, the Trustees shall have power and authority:
A. To establish, in their sole discretion, without obtaining the prior
approval of the Shareholders, one or more series or classes of the Trust, such
establishment to be effective upon the adoption by a majority of the Trustees
then in office of a resolution establishing such series or class and setting the
voting rights, preferences, designations, conversion or other rights,
restrictions, limitations as to distributions, conditions of redemption,
qualifications, or other terms of the Shares of such series or class, and to
allocate assets liabilities, income and
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expenses to the Trust to a particular series of Shares or to apportion the same
among two or more series, provided that any liabilities or expenses incurred by
or arising in connection with a particular series of Shares shall be payable
solely out of the assets of that series; and to the extent necessary or
appropriate to implement the relative preferences, rights and privileges of any
classes of Shares, to allocate assets, liabilities, income and expenses of a
series to a particular class of Shares of that series or to apportion the same
among two or more classes of Shares of that series, and to allocate among such
series or classes any assets, liabilities, income, and expenses not readily
identifiable as belonging to a particular series or class, such allocations to
be conclusive and binding upon all Shareholders for all purposes in accordance
with the provisions of Article V of this Declaration of Trust.
B. To buy and invest funds in their hands in such securities as they
may from time to time determine; and to invest and reinvest cash and other
property or to hold cash and other property uninvested, in either instance
without being subject to any limitations imposed by law upon the nature of
investments made by fiduciaries.
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C. To adopt a Code of Regulations not inconsistent with this
Declaration of Trust providing for the conduct of the affairs of the Trust, and
to amend and repeal them to the extent that they do not reserve that right
solely to the Shareholders.
D. To elect and remove representatives and appoint and terminate the
appointment of agents.
E. To set record dates in the manner provided for hereinafter or in the
Regulations.
F. To issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in full and fractional
Shares with respect to each series or class of the Trust for such amount and
type of consideration, including, without limitation, cash or property, as the
Trustees may determine; and to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares any funds or other assets of
the Trust, whether constituting capital or surplus or otherwise, and to divide
or combine Shares of any series or class without thereby changing the
proportionate beneficial interests in any series or class of the Trust.
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G. To vote or give assent, or exercise any rights of ownership, with
respect to securities or property; to solicit proxies from Shareholders and to
execute and deliver powers of attorney and proxies to such Person or Persons as
the Trustees shall deem proper, granting to such Person or Persons such power
and discretion with relation to securities or property as the Trustees shall
deem proper.
H. To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities.
I. To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered, or other negotiable form, in the name of the
Trust or a particular series thereof or in the name of the custodian or a
nominee or nominees, subject in either case to proper safeguards according with
applicable law or the usual practices of Massachusetts trust companies or
investment companies.
J. To consent to or participate in any plan for the reorganization,
consolidation, or merger of any corporation or concern, any security of which is
held by any series or class of
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the Trust; to consent to any contract, lease, mortgage, purchase, or sale of
property by such corporation or concern, and to pay calls or subscriptions with
respect to any security held by any series or class of the Trust.
K. To collect all property due to the Trust; to pay all claims,
including taxes, against the assets belonging to the Trust; to prosecute,
defend, compromise, arbitrate, or otherwise adjust claims in favor of or against
the Trust or any matter in controversy, including, but not limited to, claims
for taxes; to foreclose any security interest securing any obligations by virtue
of which any property is owed to the Trust; and to enter into releases,
agreements, and other instruments.
L. To establish in their absolute discretion in accordance with the
provisions of applicable law the basis or method for determining the value of
the assets belonging to any series or class, the value of the liabilities
belonging to any series or class, the allocation of any assets or liabilities to
any series, the net asset value of any series or class, the times at which
Shares of any series or class shall be deemed to be outstanding or no longer
outstanding and the net asset value of each Share of any
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series or class for purposes of sales, redemptions, repurchases of Shares or
otherwise.
M. To determine in accordance with generally accepted accounting
principles and practices what constitutes net profits or net earnings, and to
determine what accounting periods shall be used by the Trust for any purpose,
whether annual or any other period, including daily; to set apart out of the
assets belonging to any series or class such reserves of funds for such purposes
as it shall determine and to abolish the same; to declare and pay any dividends
and distributions to any series or class in cash, securities or other property
from any assets legally available therefor, at such intervals (which may be as
frequently as daily) or on such other periodic basis, as it shall determine; to
declare such dividends or distributions by means of a formula or other method of
determination, at meetings held less frequently than the frequency of the
effectiveness of such declaration; to establish payment dates for dividends or
any other distributions on any basis, including dates occurring less frequently
than the effectiveness of declarations thereof; and to provide for the payment
of declared dividends on a date earlier or later than the
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specified payment date in the case of Shareholders redeeming their entire
ownership of Shares of any series or class.
N. To issue guarantees, to lend its assets, and to borrow money from
banks, and to pledge, assign, mortgage, encumber or hypothecate the assets of
any series or class of the Trust.
0. To issue, acquire, hold, resell, convey, and otherwise deal in
securities, and to apply to any acquisition of securities any property of the
appropriate series or class of the Trust, whether from capital or surplus or
otherwise.
P. To enter into joint ventures, partnerships, and any other
combinations or associations.
Q. To purchase, and pay for out of the assets of the Trust, insurance
policies insuring the Shareholders, Trustees, officers, employees, agents, or
independent contractors of the Trust against all claims arising by reason of
holding any such position or by reason of any action or admitted to be taken by
such Person in such capacity, whether or not constituting negligence, or whether
or not
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the Trust would have the power to indemnify such Persons against such liability.
R. To the extent permitted by law, to indemnify any Person with whom
the Trust has dealings, to such extent as the Trustees shall determine
consistent with Article X hereof.
S. To engage in and to prosecute, defend, compromise, abandon, or
adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes,
claims, and demands relating to the Trust or the assets of the Trust, and, out
of the assets of the Trust, to pay or to satisfy any debts, claims or expenses
incurred in connection therewith, including those of litigation, and such power
shall include without limitation the power of the Trustees or any appropriate
committee thereof, in the exercise of their or its good faith business judgment,
consenting to dismiss any action, suit, proceeding, dispute, claims, or demand,
derivative or otherwise, brought by any person, including a Shareholder in such
Shareholder's own name or in the name of the Trust, whether or not the Trust or
any of the Trustees may be named individually therein or the subject matter
arises by reason of business for or on behalf of the Trust.
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T. To retain and employ any Person to serve on behalf of the Trust as
investment adviser, administrator, transfer agent, custodian, underwriter,
distributor, or in such other capacity as he or she considers desirable.
U. To the extent permitted by law, to delegate such power and authority
as they consider desirable to any representatives of the Trust and to any
investment adviser, administrator, transfer agent, custodian, underwriter,
distributor, or other Person.
V. To conduct, operate and carry on, either directly or through one or
more wholly owned subsidiaries, the business of an investment company or any
other lawful business activity which the Trustees, in their sole discretion,
consider to be incidental to the business of the Trust or any series or class of
the Trust as an investment company, conducive to or expedient for the benefit or
protection of the Trust, any series or class of the Trust, or the Shareholders,
or calculated in any other manner to promote the interests of the Trust, any
series or class of the Trust, or the Shareholders.
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W. To engage in any other lawful act or activity in which a
Massachusetts business trust may engage.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.
6.8 Trustees and Representatives as Shareholders. Any Trustee,
representative, or other agent of the Trust may acquire, own, vote, and dispose
of Shares of any series or class of the Trust to the same extent as if he were
not a Trustee, representative, or agent; and the Trust may issue and sell or
cause to be issued and sold Shares of any series or class of the Trust to, and
may buy such Shares from, any Persons with which such Trustee, representative,
or agent is affiliated, subject only to the general limitations herein contained
as to the sale and purchase of such Shares, and to any restrictions which may be
contained in the Regulations and in the Act.
6.9 Trustee Reimbursement. The Trustees shall have the power to incur
and to pay (or shall be reimbursed) from the Trust estate
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all expenses and disbursements of the Trust, including without limitation:
interest expenses; compensation payable to Trustees and representatives of the
Trust; taxes; fees and commissions of every kind incurred in connection with the
affairs of the Trust; expenses of the issue, repurchase, and redemption of
Shares; expenses of registering and qualifying the Trust and its Shares under
federal and state securities laws and regulations; charges of custodians,
transfer agents, investment advisers, administrators, and registrars; expenses
of preparing and printing and distributing prospectuses; auditing and legal
expenses; expenses of reports to Shareholders; expenses of meetings of
Shareholders and proxy solicitations therefor; insurance expenses; association
membership dues; and such non-recurring items as may arise, including costs and
expenses of litigation to which the Trust is a party. For all losses and
liabilities by them incurred in administering the Trust, and for the payment of
such expenses, disbursements, losses, and liabilities, the Trustees shall have a
lien on the Trust estate prior to any rights or interests of the Shareholders
thereto; provided, however, that this section shall not prevent the Trust from
directly paying any of the aforementioned fees and expenses.
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6.10 Power to Carry Out Trust's Purposes; Presumptions. The Trustees
shall have power to carry out any and all acts consistent with the Trust's
purposes through branches and offices both within and without the Commonwealth
of Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, possessions, agencies, or instrumentalities of the United States
of America and of foreign governments, and to do all such other things and
execute all such instruments as they deem necessary, proper, or desirable in
order to promote the interests of the Trust, although such things may not be
herein specifically mentioned. Any determination as to what is in the interests
of the Trust made by the Trustees in good faith shall be conclusive and binding
for all purposes. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. The Trustees
shall not be required to obtain any court order to deal with the Trust property.
6.11 Service in Other Capacities. Any Trustee, representative,
employee, or agent of the Trust, including any investment adviser, transfer
agent, administrator, distributor, custodian, or underwriter for the Trust, may
serve in any other
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capacity on his or its own behalf or on behalf of others, and may engage in
other business activities in addition to his or its services on behalf of the
Trust; provided, however, that such other activities do not materially interfere
with the performance of his or its duties for or on behalf of the Trust.
6.12 Determinations by Trustees. Any determination made in good faith
and, so far as accounting matters are involved in accordance with generally
accepted accounting principles, by or pursuant to the direction of the Trustees'
as to the amount and value of assets, obligations or liabilities of the Trust or
any series or class, as to the amount of net income of the Trust or any series
or class from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the value of any
security owned by the Trust or any series or class, as to the allocation of any
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assets or liabilities to any series or class, as to the times at which Shares of
any series or class shall be deemed to be outstanding or no longer outstanding,
or as to any other matters relating to the issuance, sale, redemption or other
acquisition or disposition of securities or Shares, and any reasonable
determination made in good faith by the Trustees as to whether any transaction
constitutes a purchase of securities on "margin," a sale of securities "short,"
or any underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Trust and all
Shareholders, past, present and future, and Shares are issued and sold on the
condition and understanding, evidenced by the purchase of Shares or acceptance
of Share certificates, that any and all such determinations shall be binding as
aforesaid.
VII.
AGREEMENTS WITH INVESTMENT ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT,
AND CUSTODIAN
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7.1 Investment Adviser. Subject to the vote of a majority of the
outstanding Shares of each series affected thereby, if then required by the Act,
and subject to all other applicable requirements of the Act, the Trustees may,
on such terms and conditions as they may in their discretion determine, enter
into a written investment advisory agreement or agreements with any Person or
Persons whereby such Person(s) shall undertake to furnish the Trustees, on
behalf of the Trust or one or more series (including all classes thereof) of the
Trust, such portfolio management, investment advisory, statistical, research,
and other services upon such terms and conditions as the Trustees may in their
discretion determine. Notwithstanding any provisions of this Declaration of
Trust, the Trustees may authorize the investment adviser (subject to such
general or specific instructions as the Trustees may adopt) to effect purchases,
sales, or exchanges of portfolio securities of any series (including all classes
thereof) of the Trust on behalf of the Trustees, or may authorize any
representative, agent, or Trustee to effect such purchases, sales, or exchanges
pursuant to the recommendations of the investment adviser (and all without
further action by the Trustees). Any such purchases, sales, and exchanges so
effected shall be deemed to have been authorized by all of the Trustees.
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7.2 Administrator. The Trustees may, on such terms and conditions as
they may in their discretion determine, enter into one or more agreements with
any Person or Persons providing for administrative services to the Trust,
including assistance in supervising the affairs of the Trust or one or more of
its series or class and the performance of administrative, clerical, and other
services considered desirable by the Trustees, and to determine the net asset
value and net income with respect to Shares of each series or class of the
Trust.
7.3 Principal Underwriter. The Trustees may, on such terms and
conditions as they may in their discretion determine, enter into one or more
distribution agreements with any Person or Persons providing for the sale OF
Shares of any series or class at a price at least equal to the net asset value
per Share of such series or class and further providing for sale of Shares of
any series or class pursuant to arrangements by which the Trust may either agree
to sell the Shares to the other party to the agreement or appoint such other
party its sales agent for such Shares. Such agreement may also provide for the
repurchase of Shares of any series or class of the Trust by such other party as
principal or as agent of the Trust, and may authorize the other party to enter
into
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<PAGE> 41
agreements with others for the purpose of the distribution or repurchase of
Shares of any series or class.
7.4 Transfer Agent. The Trustees may, on such terms and conditions as
they may in their discretion determine, enter into one or more agreements with
any Person or Persons providing for transfer agency and other services to
Shareholders of any series or class of the Trust.
7.5 Custodian. The Trustees shall at all times employ one or more banks
or trust companies, each organized under the laws of the United States or one of
the states thereof, and having capital, surplus, and undivided profits of at
least two million dollars ($2,000,000), as custodians with authority as the
agent of the Trust, but subject to such restrictions, limitations, and other
requirements as may be contained in the Regulations of the Trust:
(1) to hold the cash and securities owned by the Trust and
deliver the same upon written order;
(2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking
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department or elsewhere as the Trustees may direct; and
(3) to disburse such funds upon orders or vouchers.
The Trust may also employ such custodian(s) as its agent:
(1) to furnish transfer agency services;
(2) to keep the books and accounts of the Trust and furnish
clerical and accounting services; and
(3) to compute, if authorized to do so by the Trustees, the net
asset value of the Trust or any series thereof in accordance
with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodians. If so directed by a vote of a majority of the outstanding
Shares of each affected series or class, any custodian shall deliver and pay
over all property of the series or class of the Trust held by it as specified in
such vote.
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The Trustees may also authorize the custodians to employ one or more
subcustodians from time to time to perform such of the acts and services of the
custodians and upon such terms and conditions, as may be agreed upon between the
custodians and such subcustodians. Any such subcustodian shall be a bank or
trust company organized under the laws of the United States or one of the states
thereof and having capital, surplus, and undivided profits of at least two
million dollars ($2,000,000), or such other Person as may be permitted by the
Securities and Exchange Commission, or otherwise in accordance with the Act as
from time to time amended.
7.6 Central Certificate System. Subject to such rules, regulations, and
orders as the Securities and Exchange commission may adopt, the Trustees may
direct the custodian to deposit all or any part of the securities owned by any
series or class of the Trust in a system for the central handling of securities
established by a national securities exchange or a national securities
association registered with the securities and Exchange Commission under the
Securities and Exchange Act of 1934, or such other person as may be permitted by
the Securities and Exchange Commission, or otherwise in accordance with the Act
as from time to time amended, pursuant to which system all securities of any
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particular class or series or class of any issuer deposited within the system
are treated as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the Trust.
7.7 Parties to the Agreement. The same Person or Persons may be
employed in multiple capacities under Sections 7.1 through 7.5 of this Article
VII the Trust in as many capacities and may receive compensation from in which
such Person or Persons shall serve the Trust. The Trustees may enter into any
agreement of the character described in this Article VII or any other agreement
or transaction with any Person, including any Person in which any Trustee,
representative, employee, or Shareholder of the Trust may be interested,
pecuniarily or otherwise, and no such agreement or transaction shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any Person holding such relationship be liable by reason
of such relationship for any loss or expense to the Trust under or by reason of
said agreement or transaction, or accountable for any profit realized directly
or indirectly therefrom; provided, however, that any such
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agreement or transaction, when entered into, shall have been reasonable and fair
and not inconsistent with this Declaration of Trust, the Regulations, or the
Act. The same Person or Persons may be party to agreements or transactions
entered into pursuant to this Article VII and any such other agreement or
transaction, and any individuals may be financially interested in or otherwise
affiliated with Persons who are party to any or all of the agreements or
transactions mentioned in this Section 7.7.
VIII.
SHAREHOLDERS' VOTING POWERS AND MEETINGS
8.1 Voting Powers. The Shareholders shall have power to vote (a) for
the election or removal of Trustees; (b) with respect to the amendment of this
Declaration of Trust as provided in Section 10.8 hereof; (c) with respect to the
approval of investment advisory and distribution agreements entered into on
behalf of the Trust or one or more series or class thereof, and with respect to
such other matters relating to the Trust as may be required by law, by this
Declaration of Trust, the Regulations of the Trust, by any requirements
applicable to or agreement of the Trust, and as the Trustees may consider
desirable; and (d) to the same extent as the
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shareholders of a Massachusetts business corporation, when considering whether a
court action, proceeding, or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders;
provided, however, that no Shareholder of a particular series or class shall be
entitled to bring, or to vote in respect of, any class or derivative action not
on behalf of the series or class of the Trust in respect of which the
Shareholder owns Shares. Every Shareholder of record shall have the right to one
vote for every whole Share (other than Shares held in the treasury of the Trust)
standing in his name on the books of the Trust, and to have a proportional
fractional vote for any fractional Share, as to any matter on which the
Shareholder is entitled to vote. There shall be no cumulative voting. Shares may
be voted in person or by proxy. On any matter submitted to a vote of the
Shareholders, all Shares shall be voted in the aggregate and not by individual
series or class, except (i) where required by the Act, Shares shall be voted by
individual series or class, and (ii) if the Trustees shall have determined that
a matter affects the interests only of one or more series or class, then only
the Shareholders of such affected series or class shall be entitled to vote
thereon. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any
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action required or permitted to be taken by Shareholders by law, this
Declaration of Trust, or the Regulations.
8.2 Meetings. Meetings of Shareholders may be called by the Trustees as
provided in the Regulations, and shall be called by the Trustees upon the
written request of Shareholders owning at least twenty percent of the
outstanding Shares entitled to vote.
8.3 Quorum and Required Vote. At any meeting of the Shareholders, a
quorum for the transaction of business shall consist of a majority of the Shares
of each series or class outstanding and entitled to vote with respect to a
matter appearing in person or by proxy; provided, however, that at any meeting
at which the only actions to be taken are actions required by the Act to be
taken by vote of all outstanding Shares of all series or class entitled to vote
thereon, irrespective of series or class, a quorum shall consist of a majority
of shares (without regard to series or class) entitled to vote thereon, and that
at any meeting at which the only actions to be taken shall have been determined
by the Board of Trustees to affect the rights and interests of one or more but
not all series or classes of the Trust, a quorum shall consist of a majority of
the outstanding Shares of the series or
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class so affected; and provided, further, that reasonable adjournments of such
meeting until a quorum is obtained may be made by vote of the Shares present in
person or by proxy. A majority of the Shares voted shall decide any question and
a plurality shall elect a Trustee, subject to any applicable requirements of law
or of this Declaration of Trust or the Regulations; provided, however, that when
any provision of law or of this Declaration of Trust requires the holders of
Shares of any particular series or class to vote by series or class and not in
the aggregate with respect to a matter, then the vote of the majority of the
outstanding Shares of that series or class shall decide such matter insofar as
that particular series or class shall be concerned.
8.4 Shareholder Action by Written Consent. Any action which may be
taken by Shareholders may be taken without a meeting if the holders of not less
than two-thirds of the Shares entitled to be voted with respect to the matter
consent to the action in writing and the written consent is filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
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8.5 Code of Regulations. The Regulations may include further provisions
not inconsistent with this Declaration of Trust for Shareholders' meetings,
votes, record dates, notices of meetings, and related matters.
IX.
LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 Limitation of Trustee Liability. Every act or thing done or
omitted, and every power exercised or obligation incurred by the Trustees or any
of them in the administration of this Trust or in connection with any affairs,
property, or concerns of the Trust, whether ostensibly in their own names or in
their capacity as Trustees, shall be done, omitted, exercised, or incurred by
them as Trustees and not as individuals; and every Person contracting or dealing
with the Trustees or having any debt, claim, or judgment against them or any of
them shall look only to the funds and property of the Trust for payment or
satisfaction. No Trustee or Trustees of the Trust shall ever be personally
liable for or on account of any contract, debt, tort, claim, damage, judgment,
or decree arising out of or connected with the administration or
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preservation of the Trust estate or the conduct of any of the affairs of the
Trust. Every note, bond, contract, order, or other undertaking issued by the
Trust or the Trustees relating to the Trust, and stationery used by the Trust,
shall include the notice set forth in Section 9.4 of this Article IX (but the
omission thereof shall not be construed as a waiver of the foregoing provision,
and shall not render the Trustees personally liable).
It is the intention of this Section 9.1 that no Trustee shall be
subject to any personal liability whatsoever to any Person for any action or
failure to act, or any action or failure to act of any officer, agent, employee
of the Trust or of any investment adviser, administrator, distributor,
custodian, or transfer agent to the Trust or to any series or class thereof, or
any officer, agent, or employee of any of the foregoing (including, without
limitation, the failure to compel in any way any former or acting Trustee to
redress any breach of trust), except that nothing in this Declaration of Trust
shall protect any Trustee from any liability to the Trust or its Shareholders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties, or by reason of reckless
disregard of his obligations and duties as Trustee; and
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that all persons shall look solely to the assets of the Trust for satisfaction
of claims of any nature arising in connection with the affairs of the Trust.
9.2 Indemnification of Trustees, Representatives, and Employees. The
Trust shall indemnify, to the fullest extent permitted by law, every person who
is or has been a Trustee or officer of the Trust and any person rendering or
having rendered investment advisory, administrative, distribution, custodian, or
transfer agency services to the Trustees or to the Trust or any series or class
thereof pursuant to Article VII of this Declaration of Trust or otherwise, and
every officer, director, trustee, shareholder, employee, and agent of any such
Person (all such Persons hereinafter referred to as the "Covered Persons")
against all liabilities and expenses (including amounts paid in satisfaction of
judgments, in compromise, as fines and penalties, and as counsel fees)
reasonably incurred by him in connection with the defense or disposition of any
action, suit, or other proceeding, whether civil or criminal, in which he may be
involved or with which he may be threatened, while as a Covered Person or
thereafter, by reason of his being or having been such a Covered Person except
with respect to any matter as to which he shall have
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been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence, or reckless disregard of his duties; provided, however, that as to
any matter disposed of by a compromise payment by such person, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless the Trust shall have received a
written opinion from independent legal counsel approved by the Trustees to the
effect that, if either the matter of willful misfeasance, gross negligence, or
reckless disregard of duty or the matter of bad faith had been adjudicated, it
would in the opinion of such counsel have been adjudicated in favor of such
person. The rights accruing to any Covered Person under these provisions shall
not exclude any other right to which he may be lawfully entitled; provided,
however, that no Covered Person may satisfy any right of indemnity or
reimbursement except out of the property of the Trust. The Trustees may make
advance payments in connection with the indemnification under this Section 9.2;
Provided, however, that the indemnified Covered Person shall have given a
written undertaking to reimburse the Trust in the event it is subsequently
determined that he is not entitled to such indemnification. Rights of
indemnification herein provided may be insured against by policies maintained by
the Trust. Such rights of indemnification are
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severable, and shall inure to the benefit of the heirs, executors,
administrators, and other legal representatives of such Covered Persons.
9.3 Reliance on Experts, etc. Each Trustee and representative of the
Trust shall, in the performance of his duties, be fully and completely justified
and protected with regard to any act or any failure to act resulting from
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel satisfactory to the Trust, or upon reports made to
the Trust by any of its representatives or employees or by the investment
adviser, the principal underwriter, selected dealers, accountants, appraisers,
or other experts or consultants selected with reasonable care by the Trustees or
representatives of the Trust, regardless of whether such counsel or expert may
also be a Trustee.
9.4 Limitation of Shareholder Liability. Shareholders shall not be
subject to any personal liability in connection with the assets of the Trust for
the acts or obligations of the Trust. The Trustees shall have no power to bind
any Shareholder personally or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any
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time personally agree to pay by way of subscription to any Share or otherwise.
Every obligation, contract, instrument, certificate, Share, other security or
undertaking of the Trust, and every other act whatsoever executed in connection
with the Trust shall be conclusively presumed to have been executed or done by
the executors thereof only in their capacities as Trustees under this
Declaration of Trust or in their capacity as officers, employees, or agents of
the Trust, and not individually. Every note, bond, contract, order, or other
undertaking issued by or on behalf of the Trust or the Trustees relating to the
Trust or to any series or class of the Trust, and the stationery used by the
Trust, shall include a recitation limiting the obligation represented thereby to
the Trust and its assets (but the omission of such a recitation shall not
operate to bind any Shareholder), as follows:
"The names 'THE ONE(R) GROUP(SM)' and 'Trustees of THE ONE(R)
GROUP(SM)' refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting
from time to time under a Declaration of Trust dated May 23, 1985
to which reference is hereby made and a copy of which is on file
at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The
obligations of 'THE ONE(R) GROUP(SM)' entered into in the name or
on behalf thereof by any of the
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Trustees, representatives or agents are made not individually,
but in such capacities, and are not binding upon any of the
Trustees, Shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all
persons dealing with any series of Shares of the Trust must look
solely to the assets of the Trust belonging to such series for
the enforcement of any claims against the Trust."
The rights accruing to a Shareholder under this Section 9.4 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided for herein, provided, however, that a Shareholder of any
series or class of the Trust shall be indemnified only from assets belonging to
that series or class.
9.5 Indemnification of Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his being
or having been a Shareholder and not because of his acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators, or other legal representatives, or, in the case of a
corporation or other entity, its corporate or other general successor) shall be
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entitled out of the Trust estate to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust shall, upon
request by the Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligations of the Trust, and shall satisfy any
judgment thereon.
9.6 Liabilities of a Series or Class. Liabilities belonging to any
series or class of the Trust, including, without limitation, expenses, fees,
charges, taxes, and liabilities incurred or arising in connection with a
particular series or class, or in connection with the management thereof, shall
be paid only from the assets belonging to that series or class.
X.
MISCELLANEOUS
10.1 Trust Not a Partnership. It is hereby expressly declared that a
Massachusetts business trust and not a partnership, joint venture, corporation,
joint stock company, or any form of legal relationship other than a trust is
created hereby. Nothing herein shall be construed to make the Shareholders,
either by themselves
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or with the Trustees, partners or members of a joint stock association. No
Trustee hereunder shall have any power to bind personally either the Trust's
representatives or any Shareholders. All Persons extending credit to,
contracting with, or having any claim against any series or class of the Trust
or the Trustees shall look only to the assets of the appropriate series or class
of the Trust for payment under such credit, contract, or claim; and neither the
Shareholders, or the Trustees nor any of their agents, whether past, present, or
future, shall be personally liable therefor.
10.2 No Bond or Surety. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.
10.3 Termination of Trust. This Trust shall continue without limitation
of time; provided, however, that:
A. The Trustees, with the vote of a majority of the outstanding
Shares of any series or class of the Trust, may sell and convey the assets
belonging to such series or class to another trust or corporation organized
under the laws of any state of the United States, which is a management
investment company as defined
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in the Act, for an adequate consideration which may include the assumption of
all outstanding obligations, taxes, and other liabilities, accrued or
contingent, of the series or class and which may include beneficial interests of
such trust or stock of such corporation. Upon making provision for the payment
of all such liabilities, by such assumption or otherwise, the Trustees shall
distribute the remaining proceeds ratably among the holders of the Shares of the
series or class then outstanding.
B. The Trustees, with the vote of a majority of the outstanding Shares
of any series or class of the Trust, may sell and convert into money all the
assets belonging to such series or class. Upon making provision for the payment
of all outstanding obligations, taxes, and other liabilities, accrued or
contingent, of the series or class, the Trustees shall distribute the remaining
assets belonging to such series or class ratably among the holders of the
outstanding Shares of the series or class.
C. Without the vote of a majority of outstanding Shares of any series
or class of the Trust (unless Shareholder approval is otherwise required by
applicable law), the Trustees may combine the assets belonging to any two or
more series or classes into a single
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series or class if the Trustees reasonably determine that such combination will
not have a material adverse effect on the Shareholders of each series or class
affected thereby.
D. After the effective date of the determination of the Trustees under
paragraph A or B above,
(1) The Trust shall carry on no business relating to the assets of
such series or class except for the purpose of winding up the affairs of such
series or class.
(2) The Trustees shall proceed to wind up the affairs of such series
or class and all of the powers of the Trustees under this Declaration of Trust
shall continue until the affairs of such series or class shall have been wound
up, including the power to fulfill or discharge the contracts of the Trust
relating to such series or class, to collect assets of such series or class, to
sell, convey, assign, exchange, transfer, or otherwise dispose of all or any
part of the remaining assets of such series or class to one or more Persons at
public or private sale for consideration that may consist in whole or in part of
cash, securities, or other property of any kind, to discharge or pay its
liabilities, and to
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do all other acts appropriate to liquidate the business of such series or class.
Upon completion of the distribution of the remaining proceeds or the
remaining assets as provided in paragraphs A and B of this section, the Trustees
may authorize the termination of that series or class of the Trust. Such
termination shall be effective upon filing with the State Secretary of the
Commonwealth of Massachusetts of an instrument setting forth such termination,
at which time the Trustees shall be discharged of any and all further
liabilities and duties hereunder relating to such series or class and the right,
title and interest of all parties shall be cancelled and discharged with respect
to such series or class. Such instrument shall constitute an amendment to this
Declaration of Trust when filed with the State Secretary of Commonwealth of
Massachusetts as provided in this Title X.
10.4 Incorporation. With the approval of the holders of a majority of
the outstanding Shares, the Trustees may cause to be organized, or assist in
organizing, a corporation or corporations under the laws of any jurisdiction, to
carry on any affairs in which the Trust shall directly or indirectly have any
interest, and
- 59 -
<PAGE> 61
to transfer the Trust property to any such Person in exchange for any Shares or
securities thereof or otherwise, and to lend money to, subscribe for the Shares
or securities of, and enter into any contracts with any such Person in which the
Trust holds or is about to acquire shares or any other interest. The Trustees
may also cause a merger or consolidation between the Trust or any successor
thereto and any such Person if and to the extent permitted by law. Nothing
contained herein shall be construed as requiring approval of Shareholders for
the Trustees to organize or assist in organizing one or more corporations,
trusts, partnerships, associations, or other organizations and selling,
conveying, or transferring a portion of the Trust property to such Person(s).
10.5 Filing Of Copies, References, Headings. The original instrument of
this Declaration of Trust and each amendment hereto shall be filed with the
State Secretary of the Commonwealth of Massachusetts and in such other place or
places as may be required under the laws of the Commonwealth of Massachusetts,
and copies thereof shall be kept at the office of the Trust where they may be
inspected by any Shareholder. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee or by the Secretary or any
Assistant Secretary of the Trust stating
- 60 -
<PAGE> 62
that such action was duly taken in a manner provided herein and, unless such
amendment or such certificate sets forth some later time for the effectiveness
of such amendment, such amendment shall be effective upon its filing. A restated
Declaration, integrating into a single instrument all of the provisions of the
Declaration that are then in effect and operative, may be executed from time to
time by a majority of the Trustees and shall, upon filing with the State
Secretary of the Commonwealth of Massachusetts, be conclusive evidence of all
amendments contained therein and may thereafter be referred to in lieu of the
initial Declaration and the various amendments thereto. Anyone dealing with the
Trust may rely on a certificate by a representative of the Trust as to whether
or not any such amendment hereto shall have been made and as to any matters in
connection with the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by a representative of the Trust to be a
copy of this instrument or of any amendment thereto. Headings are placed herein
for convenience of reference only and in the case of any conflict, the text of
this instrument, rather than the headings, shall control. This instrument may be
executed in any number of counterparts, each of which shall be deemed an
original. All signatures to this instrument need not appear on the same page.
- 61 -
<PAGE> 63
10.6 Applicable Law. The Trust set forth in this instrument is a trust
made in the Commonwealth of Massachusetts and is to be governed by and construed
and administered according to the laws of said Commonwealth.
10.7 Provisions in Conflict With Law or Regulations.
A. The provisions of this Declaration of Trust are severable and, if
the Trustees shall determine with the advice of counsel that any of such
provisions shall be in conflict with the Act, the regulated investment company
provisions of the Internal Revenue Code, Chapter 182 of the General Laws of the
Commonwealth of Massachusetts, or with other applicable laws and regulations,
the conflicting provision shall be deemed never to have constituted a part of
this Declaration of Trust; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration of Trust or render
invalid or improper any action taken or omitted prior to such determination.
B. If any provision of this Declaration of Trust shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction
- 62 -
<PAGE> 64
and shall not in any manner affect such provision in any other jurisdiction or
any other provision of this Declaration of Trust in any jurisdiction.
C. Notwithstanding the foregoing, nothing contained in this
Declaration of Trust shall permit any amendment of this Declaration of Trust
which would impair the exemption from personal liability of the Trustees and
Shareholders or to permit assessments upon Shareholders.
10.8 Amendment Procedure.
A. This Declaration of Trust may be amended by the affirmative vote
of the holders of not less than a majority of the outstanding Shares of each
series affected thereby (as the Trustees shall determine) or by any larger vote
as may be required by any provisions of applicable law.
B. Notwithstanding any other provisions hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration of Trust may be terminated or amended in any respect
by the affirmative vote of a majority of the Trustees.
C. The Trustees may also amend this Declaration without the vote of
Shareholders to cure any error or ambiguity or to change the name of
- 63 -
<PAGE> 65
the Trust or, if they deem it necessary, to conform this Declaration of Trust to
the requirements of applicable state or federal laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code, but the Trustees shall not be liable for failing to do so.
- 64 -
<PAGE> 66
THE ONE GROUP
formerly, The Helmsman Fund
SECRETARY'S CERTIFICATE
THE UNDERSIGNED, Kevin P. Robins, being the duly elected and acting
Secretary of THE ONE(R) GROUP(SM) (the "Group"), a Massachusetts business trust,
DOES HEREBY CERTIFY that the following is a true and correct copy of a
resolution adopted by the Board of Trustees of the Group on February 11, 1993,
and in effect on the date hereof:
WHEREAS, Article X, Section 10.8(C) of the Amended and Restated
Declaration of Trust of The Helmsman Fund (the "Trust") authorizes the
Trustees of the Trust to amend said Declaration without the vote of
Shareholders to change the name of the Trustee it is
RESOLVED, that the name of the Trust be, and the same hereby is changed
to "THE ONE(R) GROUP(SM)"; and
FURTHER RESOLVED, that the officers of the Trust be, and each of them
hereby is authorized and empowered to execute, seal and deliver any or all
documents, instruments, papers and writing necessary to effect such name
change, including but not limited to, any amended and restated Declaration
of Trust, to be filed with the Commonwealth of Massachusetts, and to do any
and all other acts, in the name of the Trust on its behalf, as may be
necessary or desirable in connection with or in furtherance of the
foregoing resolution.
WITNESS by hand this 17th day of Feburary, 1993.
- 65 -
<PAGE> 67
KEVIN P. ROBINS
------------------------------
Kevin P. Robins
Secretary
- 66 -
<PAGE> 1
EXHIBIT (2)
CODE OF REGULATIONS AS AMENDED AND RESTATED ON OCTOBER 25,1990.
<PAGE> 2
CODE OF REGULATIONS
OF
THE HELMSMAN FUND
(As Amended and Restated October 25, 1990)
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Place. An Annual Meeting of Shareholders may be held for a calendar
year if called by the Trustees, acting in their sole discretion, and any such
annual or Special Meetings of Shareholders shall be held at such place, date,
and time as the Trustees may designate.
1.2 Special Meeting. Special Meetings of Shareholders may be called by
the Trustees, and shall be called by the Trustees upon the written request of
holders of at least twenty percent of the outstanding units of beneficial
interest in the Trust ("Shares") entitled to vote.
1.3 Notice. Written notice, stating the place, day and hour of each
meeting of Shareholders and, in the case of Special Meetings, the general nature
of the business to be transacted, shall be given by, or at the direction of, the
person calling the meeting to each Shareholder of record entitled to vote at the
meeting at least ten days prior to the day named for the meeting, unless in a
particular case a longer period of notice is required by law.
1.4 Shareholder's List. The officer or agent having charge of the
transfer books for Shares of the Trust shall make, at least five days before
each meeting of Shareholders, a complete list of the Shareholders entitled to
vote at the meeting, arranged in alphabetical order with the address of and the
number of Shares held by each such Shareholder. The list shall be kept on file
at the office of the Trust and shall be subject to inspection by any
Shareholders at any time during usual business
<PAGE> 3
hours, and shall also be produced and kept open at the time and place of each
meeting of Shareholders and shall be subject to the inspection of any
Shareholder during each meeting of Shareholders.
1.5 Record Date. The Trustees may fix a time (during which they may
close the Share transfer books of the Trust) not more than ninety (90) days
prior to the date of any meeting of Shareholders, or the date fixed for the
payment of any dividend, or the date of the allotment of rights or the date when
any change or conversion or exchange of Shares shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, or to vote
at, any such meeting, or entitled to receive payment of any such dividend, or to
receive any such allotment of rights, or to exercise such rights, as the case
may be. In such case, only such shareholders as shall be Shareholders of record
at the close of business on the date so fixed shall be entitled to notice of, or
to vote at, such meeting or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any Shares on the books of the Trust after any
record date, as aforesaid.
ARTICLE II
TRUSTEES
2.1 Number and Terms of Office. The number of Trustees shall be such
number, not less than three (3) nor more than ten (10), as may be fixed from
time to time by the Trustees, provided, however, that if there are not Shares
outstanding the number of Trustees may be less than three (3) but not less than
one (1), provided, however, that if there are Shares outstanding and so long as
there are less than three Shareholders, the number of Trustees may be less than
three (3) but not less than the number of Shareholders. Each Trustee shall hold
office until the next meeting of Shareholders
- 2 -
<PAGE> 4
following his election or appointment as Trustee at which Trustees are elected
and until his successor shall have been elected and qualified.
2.2 Place of Meeting; Telephone Meeting. Meetings of the Trustees,
regular or special, shall be held at the principal office of the Trust or at
such other place as the Trustees may from time to time determine. Except as may
otherwise be required by law or by the Declaration of Trust, the Trustees or any
committee thereof may participate in a meeting of the Trustees or of such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the conference may hear each
other at the same time, and participation by such means shall constitute
presence in person at the meeting.
2.3 Regular Meetings. Regular meetings of the Trustees may be held
without notice at such time at the principal office of the trust or at such
other place as the Trustees may from time to time determine.
2.4 Special Meetings. Special Meetings of the Trustees may be called by
the President on one day's notice to each Trustee; Special Meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of a majority of the Trustees then in office.
2.5 Committees. The Trustees may by resolution passed by a majority of
the Trustees appoint from among the Trustees an executive committee and other
committees composed of two or more Trustees, and may delegate to such
committees, in the intervals between meetings of the Trustees, any or all of the
powers of the Trustees in the management of the business and affairs of the
Trust, except the power to issue Shares in the Trust or to recommend to
Shareholders any action requiring shareholders' approval.
- 3 -
<PAGE> 5
2.6 Chairman of the Board. The Trustees bay at any time appoint one of
their number as Chairman of the Board, who shall serve at the pleasure of the
Trustees and who shall perform and execute such duties as the Trustees may from
time to time provide but who shall not by reason of performing or executing
these duties be deemed an officer or employee of the Trust.
2.7 Compensation. Any Trustee, whether or not a salaried officer,
employee, or agent of the Trust, may be compensated for his or her services as
Trustee or as a member of a committee, or as Chairman of the Board of Trustees
or Chairman of a committee, by fixed periodic payments or by fees for attendance
at meetings or by both and, in addition, may be reimbursed for transportation
and other expenses, all in such manner and amounts as the Trustees may from time
to time determine.
ARTICLE III
NOTICES
3.1 Form. Notices to Shareholders shall be in writing and delivered
personally or mailed to the Shareholders at their addresses appearing on the
books of the Trust. Notices to Trustees shall be oral or by telephone or
telegram or in writing, delivered personally or mailed to the Trustees at their
addresses appearing on the books of the Trust. Oral notice shall be deemed to be
given when given directly to the person required to be notified and notice by
mail shall be deemed to be given when deposited in the United States mail or
with a telegraph office or courier service for transmission. Notices to Trustees
need not state the purpose of a Regular or Special meeting.
3.2 Waiver. Whenever any notice of the time, place, or purpose of any
meeting of Shareholders, Trustees, or committee is required to be given under
the provisions of Massachusetts law or under the provisions of the Declaration
of Trust or these Regulations, a waiver thereof in
- 4 -
<PAGE> 6
writing, signed by the person or persons entitled to such notice and filed with
the records of the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of Shareholders in person or by proxy, or at
the meeting of Trustees or. committee in person, shall be deemed equivalent to
the giving of such notice to such persons.
ARTICLE IV
OFFICERS
4.1 Number. The officers of the Trust shall be chosen by the Trustees
and shall include a President, a Secretary, and a Treasurer. The Board of
Trustees may, from time to time, elect or appoint one or more Vice Presidents,
Assistant Secretaries, and Assistant Treasurers.
4.2 Other Officers. The Trustees may f rom time to time appoint such
other officers and agents as they shall deem advisable, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Trustees. The Trustees may delegate
to one or more officers or agents the power to appoint any such subordinate
officers or agents and to prescribe their respective rights, terms of office,
authorities, and duties.
4.3 Election and Tenure. The officers bf the Trust shall be chosen
annually by the Trustees. Two or more offices may be held by the same person but
no officer shall execute, acknowledge, or verify any instrument in more than one
capacity, such instrument is required by law, the Declaration of Trust, or these
Regulations to be executed, acknowledged, or verified by two or more officers.
Any officer or agent may be removed by the Trustees. An officer of the Trust may
resign by filing a written resignation with the President, with the Trustees, or
with the Secretary. Any vacancy occurring in any office of the Trust by death,
resignation, removals, or otherwise shall be filled by the Trustees.
- 5 -
<PAGE> 7
4.4 Compensation. The salaries or other compensation of all officers
and agents of the Trust shall be fixed by the Trustees, except that the Trustees
may delegate to any committee the power to fix the salary or other compensation
of any officer of the Trust.
4.5 President. The President shall be the chief executive officer of
the Trust, shall preside at all meetings of the Shareholders, and shall see that
all orders and resolutions of the Trustees are carried into effect. The
President, or such person as he or she may designate, shall sign, execute, and
acknowledge, in the name of the Trust, deeds, mortgages, bonds, contracts, and
other instruments authorized by the Trustees, except in the case where the
signing and execution thereof shall be delegated by the Trustees to some other
officer or agent of the Trust. The President shall also be the chief
administrative officer of the Trust and shall perform such other duties and have
such other powers as the Trustees may from time to time prescribe.
4.6 Vice President. The Vice President, if any, in the order of their
seniority, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties as the Trustees may from time to time prescribe.
4.7 Secretary. The Secretary shall attend all meetings of the Trustees
and all meetings of the Shareholders and record all the proceedings thereof and
shall perform like duties for any committee when required. The Secretary shall
give, or cause to be given, notice of meetings of the Shareholders and of the
Trustees, and shall perform such other duties as may be prescribed by the
Trustees or the President, under whose supervision the Secretary shall be. The
Secretary
- 6 -
<PAGE> 8
shall keep in safe custody the seal of the Trust and, when authorized by the
Trustees, affix and attest the same to any instrument requiring it; provided,
however, that in lieu of affixing the seal of the Trust to any document, it
shall be sufficient to meet the requirements of any law, rule, or regulation
relating to a seal to affix the work "(SEAL)" adjacent to the signature of the
authorized officer of the Trust. The Trustees may give general authority to any
other officer to affix the seal of the Trust and to attest the affixing by such
officer's signature.
4.8 Assistant Secretaries. The Assistant Secretaries, if any, when so
directed by the Secretary, or in the absence or disability of the Secretary in
the order of their seniority, shall perform the duties and exercise the powers
of the Secretary and shall perform such other duties as the Trustees shall
prescribe.
4.9 Treasurer. The Treasurer shall be the chief financial officer of
the Trust. The Treasurer shall be responsible for the maintenance of its
accounting records and shall render to the when the Trustees so require an
account of all the Trustees Trust's financial transactions and a report of the
financial condition of the Trust.
4.10 Assistant Treasurers. The Assistant Treasurers, if any, in the
order of their seniority, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties as the Trustees may from time to time prescribe.
ARTICLE V
INVESTMENT RESTRICTIONS
The Trustees may from time to time adopt such restrictions upon the
investment of the assets of the Trust, or amendments thereto, as they may
consider necessary or desirable; provided, however, that any such restriction or
amendment shall be approved by a majority of the outstanding Shares
- 7 -
<PAGE> 9
of the Trust entitled to vote thereon if required by the Investment Company Act
of 1940, as amended.
ARTICLE VI
GENERAL PROVISIONS
6.1 Inspection of Books. The Trustees shall form time to time determine
whether and to what extent, and at what times and places and under what
conditions and regulations, the accounts and books of the Trust or any of them
shall be open to the inspection of the Shareholders; and no Shareholder shall
have any right to inspect any account or book or document of the Trust except as
conferred by law or authorized by the Trustees or by resolution of the
Shareholders.
6.2 Reports. The Trust shall transmit to the Shareholders and file with
federal and state regulatory agencies such reports of its operations as the
Trustees shall consider necessary or desirable or as may be required by law.
6.3 Bonding of officers and Employees. All officers and employees of
the Trust shall be bonded to such extent, and in such manner, as may be required
by law.
6.4 Transfer of Shares. Transfers of Shares shall be made on the books
of the Trust at the direction of the person named on the Trust's books or named
in any certificates for such Shares (if issued), or by his attorney lawfully
constituted in writing, and upon surrender of any certificate or certificates
for such Shares (if issued) properly endorsed, together with a proper request
for redemption, to the Trust's transfer agent, with such evidence of the
authenticity of such transfer, authorization, and other matters as the Trust or
its agents may reasonably require, and subject to such other reasonable
conditions and requirements as may be required by the Trust or its agents; or,
if the Trustees shall by resolution so provide, transfer of Shares may be made
in any other manner provided by law.
- 8 -
<PAGE> 10
ARTICLE VII
AMENDMENTS
This Code of Regulations may be altered or repealed by the Trustees at
any Regular or Special Meeting of the Trustees.
- 9 -
<PAGE> 1
EXHIBIT (11)(a)
CONSENT OF COOPERS & LYBRAND L.L.P.
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 39 to the Registration Statement on Form N-1A (File No. 2-95973) of The One
Group, of our reports dated August 18, 1995 on our audits of the financial
statements and financial highlights of the U.S. Treasury Securities Money Market
Fund, the Prime Money Market Fund, the Municipal Money Market Fund, the Ohio
Municipal Money Market Fund, the Asset Allocation Fund, the Income Equity Fund,
the Equity Index Fund, the Large Company Value Fund, the Blue Chip Equity Fund,
the Large Company Growth Fund, the Disiplined Value Fund, the Small Company
Growth Fund, the International Equity Index Fund, the Government ARM Fund, the
Limited Volatility Fund, the Intermediate Bond Fund, the Government Bond Fund,
the Income Bond Fund, the Intermediate Tax-Free Bond Fund, the Tax-Free Bond
Fund, the Kentucky Municipal Bond Fund, the Ohio Municipal Bond Fund, the
Treasury Only Money Market Fund and the Government Money Market Fund
constituting The One Group whose reports are included in the Annual Reports to
Shareholders for the year ended June 30, 1995 which are incorporated by
reference in the Registration Statement. We also consent to the reference to our
Firm under the captions "Counsel and Independent Accountants" and "Independent
Accountants" in the Prospectus and "Experts" in the Statement of Additional
Information relating to The One Group in this Post-Effective Amendment No. 39 to
the Registration Statement on Form N-1A (File No. 2-95973).
/s/Coopers & Lybrand L.L.P.
--------------------------
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
August 15, 1996
<PAGE> 1
EXHIBIT (11)(b)
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
KPMG PEAT MARWICK LLP
Two Nationwide Plaza
Columbus, OH 43215
Telephone 614-249-2300 Telefax 614-249-2348
AUDITORS' CONSENT
The Board of Trustees of
The One Group:
We consent to the reference to our firm under the heading "Experts" in the
Statement of Additional Information, which is incorporated by reference in the
Form N-1A filed by The One Group.
/s/KPMG PEAT MARWICK LLP
------------------------
KPMG Peat Marwick LLP
Columbus, Ohio
August 15, 1996
<PAGE> 1
EXHIBIT(11)(c)
CONSENT OF PRICE WATERHOUSE, LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of this Post-Effective Amendment No.
39 to the registration statement on Form N-1A of our report dated January 19,
1996, relating to the November 30, 1995 financial statements and financial
highlights of the Paragon Louisiana Tax-Free Fund, the Paragon Value Growth
Fund and the Paragon Gulf South Growth Fund.
/s/PRICE WATERHOUSE LLP
- -----------------------
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
August 14, 1996
<PAGE> 1
EXHIBIT (11)(d)
CONSENT OF ROPES & GRAY
<PAGE> 2
CONSENT OF COUNSEL
We hereby consent to the use of our name and the references to our firm
under the caption "Legal Counsel" included in or made a part of Post-Effective
Amendment No. 39 to the Registration Statement of The One Group(R) (Nos. 2-95973
and 811-4236) on Form N-1A under the Securities Act of 1933, as amended.
/s/ Ropes & Gray
ROPES & GRAY
Washington, D.C.
August 16, 1996
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<NAME> PRIME MONEY MARKET
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<PERIOD-START> JUL-01-1994
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<INVESTMENTS-AT-COST> 2,168,969
<INVESTMENTS-AT-VALUE> 2,168,969
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<TOTAL-ASSETS> 2,176,857
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<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 9,473
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<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 111,725
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<EXPENSES-NET> 8,453
<NET-INVESTMENT-INCOME> 103,272
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 103,272
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<DISTRIBUTIONS-OF-INCOME> 103,130
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 142
<NUMBER-OF-SHARES-SOLD> 4,749,069
<NUMBER-OF-SHARES-REDEEMED> 4,270,622
<SHARES-REINVESTED> 13,261
<NET-CHANGE-IN-ASSETS> 491,708
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,878
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,575
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.05
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<TABLE> <S> <C>
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<NAME> THE ONE GROUP
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<NUMBER> 02
<NAME> U.S. TREASURY SECURITIES MONEY MARKET
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<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 1,282,195
<INVESTMENTS-AT-VALUE> 1,282,195
<RECEIVABLES> 386
<ASSETS-OTHER> 36
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,282,617
<PAYABLE-FOR-SECURITIES> 5,802
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1
<TOTAL-LIABILITIES> 5,803
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,276,812
<SHARES-COMMON-STOCK> 1,276,810
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 27
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 25
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,276,814
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 64,651
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<EXPENSES-NET> 5,145
<NET-INVESTMENT-INCOME> 59,506
<REALIZED-GAINS-CURRENT> 14
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 59,520
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 59,476
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 30
<NUMBER-OF-SHARES-SOLD> 3,158,947
<NUMBER-OF-SHARES-REDEEMED> 2,909,428
<SHARES-REINVESTED> 4,531
<NET-CHANGE-IN-ASSETS> 254,064
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 03
<NAME> MUNICIPAL MONEY MARKET
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
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<SENIOR-EQUITY> 0
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<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 139
<ACCUMULATED-NET-GAINS> 4
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 494,261
<DIVIDEND-INCOME> 182
<INTEREST-INCOME> 18,689
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<EXPENSES-NET> 2,242
<NET-INVESTMENT-INCOME> 16,629
<REALIZED-GAINS-CURRENT> (126)
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<NUMBER-OF-SHARES-SOLD> 1,502,281
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<SHARES-REINVESTED> 2,064
<NET-CHANGE-IN-ASSETS> 99,964
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,799
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<GROSS-EXPENSE> 3,215
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 04
<NAME> INCOME EQUITY FUND
<MULTIPLIER> 1,000
<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
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<TOTAL-LIABILITIES> 1,017
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 12,439
<SHARES-COMMON-PRIOR> 16,085
<ACCUMULATED-NII-CURRENT> 41
<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 40,159
<NET-ASSETS> 188,180
<DIVIDEND-INCOME> 7,297
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<OTHER-INCOME> 0
<EXPENSES-NET> 2,062
<NET-INVESTMENT-INCOME> 5,632
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<APPREC-INCREASE-CURRENT> 20,447
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<NUMBER-OF-SHARES-SOLD> 2,823
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<NET-CHANGE-IN-ASSETS> (24,375)
<ACCUMULATED-NII-PRIOR> 30
<ACCUMULATED-GAINS-PRIOR> 724
<OVERDISTRIB-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 13.20
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<EXPENSE-RATIO> 1.26
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 05
<NAME> INCOME BOND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
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<TOTAL-LIABILITIES> 20,969
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 50,592
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 357
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 53,133
<ACCUM-APPREC-OR-DEPREC> 24,485
<NET-ASSETS> 482,807
<DIVIDEND-INCOME> 0
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<REALIZED-GAINS-CURRENT> (53,134)
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<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 147,583
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<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.22
<PER-SHARE-NII> 0.61
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<RETURNS-OF-CAPITAL> 0.05
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<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 06
<NAME> INTERMEDIATE TAX-FREE BOND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 203,934
<INVESTMENTS-AT-VALUE> 207,008
<RECEIVABLES> 13,780
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<OTHER-ITEMS-ASSETS> 0
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<SENIOR-LONG-TERM-DEBT> 0
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<TOTAL-LIABILITIES> 3,033
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<SHARES-COMMON-STOCK> 20,494
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 11
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 534
<ACCUM-APPREC-OR-DEPREC> 3,074
<NET-ASSETS> 217,959
<DIVIDEND-INCOME> 89
<INTEREST-INCOME> 11,299
<OTHER-INCOME> 0
<EXPENSES-NET> 1,078
<NET-INVESTMENT-INCOME> 10,310
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<APPREC-INCREASE-CURRENT> 1,623
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<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 11
<NUMBER-OF-SHARES-SOLD> 76,973
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<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,783
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.48
<PER-SHARE-NII> 0.51
<PER-SHARE-GAIN-APPREC> 0.15
<PER-SHARE-DIVIDEND> 0.49
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0.02
<PER-SHARE-NAV-END> 10.63
<EXPENSE-RATIO> 0.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 07
<NAME> DISCIPLINED VALUE FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
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<ASSETS-OTHER> 77
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<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 35,859
<SHARES-COMMON-PRIOR> 36,476
<ACCUMULATED-NII-CURRENT> 43
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,921
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 473,312
<DIVIDEND-INCOME> 12,663
<INTEREST-INCOME> 1,679
<OTHER-INCOME> 0
<EXPENSES-NET> 4,575
<NET-INVESTMENT-INCOME> 9,767
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<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,433
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<ACCUMULATED-NII-PRIOR> 9
<ACCUMULATED-GAINS-PRIOR> 9,827
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,615
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 11.91
<PER-SHARE-NII> 0.24
<PER-SHARE-GAIN-APPREC> 1.59
<PER-SHARE-DIVIDEND> 0.24
<PER-SHARE-DISTRIBUTIONS> 0.28
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.22
<EXPENSE-RATIO> 1.26
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<RESTATED>
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 08
<NAME> SMALL COMPANY GROWTH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
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<ACCUMULATED-NII-PRIOR> 24
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<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 15.93
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<EXPENSE-RATIO> 1.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 09
<NAME> BLUE CHIP EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
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<SHARES-COMMON-PRIOR> 6,661
<ACCUMULATED-NII-CURRENT> 26
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<OVERDISTRIBUTION-GAINS> 0
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<EXPENSES-NET> 623
<NET-INVESTMENT-INCOME> 914
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<NET-CHANGE-IN-ASSETS> (40,498)
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<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 12.52
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 10
<NAME> LIMITED VOLATILITY BOND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
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<PERIOD-END> JUN-30-1995
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<TOTAL-LIABILITIES> 6,090
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 427,533
<SHARES-COMMON-STOCK> 40,462
<SHARES-COMMON-PRIOR> 0
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<ACCUMULATED-NET-GAINS> 0
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<DIVIDEND-INCOME> 0
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<OTHER-INCOME> 0
<EXPENSES-NET> 2,278
<NET-INVESTMENT-INCOME> 24,649
<REALIZED-GAINS-CURRENT> (7,605)
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<SHARES-REINVESTED> 8,292
<NET-CHANGE-IN-ASSETS> (38,432)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,548
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,693
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.32
<PER-SHARE-NII> 0.56
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<PER-SHARE-NAV-END> 10.52
<EXPENSE-RATIO> 0.77
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 11
<NAME> EQUITY INDEX FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
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<INVESTMENTS-AT-VALUE> 238,126
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<TOTAL-LIABILITIES> 294
<SENIOR-EQUITY> 0
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<SHARES-COMMON-PRIOR> 14,415
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 1,065
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 38,649
<NET-ASSETS> 239,306
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 12
<NAME> LARGE COMPANY VALUE FUND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 13
<NAME> OHIO MUNICIPAL BOND
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 14
<NAME> INTERNATIONAL EQUITY INDEX FUND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 15
<NAME> TREASURY ONLY MONEY MARKET FUND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 16
<NAME> GOVERNMENT MONEY MARKET FUND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 17
<NAME> ASSET ALLOCATION FUND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 18
<NAME> GOVERNMENT BOND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 19
<NAME> GOVERNMENT ARM
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 20
<NAME> TAX FREE BOND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NAME> OHIO MUNICIPAL MONEY MARKET
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 22
<NAME> INTERMEDIATE BOND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 23
<NAME> LARGE COMPANY GROWTH FUND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 24
<NAME> KENTUCKY MUNICIPAL BOND
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 01
<NAME> PRIME MONEY MARKET FUND
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<S> <C>
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<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 011
<NAME> PRIME MONEY MARKET FUND
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<S> <C>
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<FN>
<F1> CLASS A
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 02
<NAME> U.S. TREASURY SECURITIES MONEY MARKET FUND
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<S> <C>
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<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NAME> U.S. TREASURY SECURITIES MONEY MARKET FUND
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<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> .026<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.000<F1>
<EXPENSE-RATIO> .68<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 03
<NAME> MUNICIPAL MONEY MARKET FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 591255
<INVESTMENTS-AT-VALUE> 591255
<RECEIVABLES> 4215
<ASSETS-OTHER> 154
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 595624
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<OTHER-ITEMS-LIABILITIES> 2232
<TOTAL-LIABILITIES> 2232
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 593523
<SHARES-COMMON-STOCK> 593523
<SHARES-COMMON-PRIOR> 494396
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 128
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 593392
<DIVIDEND-INCOME> 184
<INTEREST-INCOME> 11398
<OTHER-INCOME> 0
<EXPENSES-NET> 1312
<NET-INVESTMENT-INCOME> 10270
<REALIZED-GAINS-CURRENT> (3)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 10267
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10259
<DISTRIBUTIONS-OF-GAINS> 4
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<NUMBER-OF-SHARES-SOLD> 809238
<NUMBER-OF-SHARES-REDEEMED> 711026
<SHARES-REINVESTED> 915
<NET-CHANGE-IN-ASSETS> 99131
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4
<OVERDISTRIB-NII-PRIOR> 139
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1039
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1936
<AVERAGE-NET-ASSETS> 524722<F1>
<PER-SHARE-NAV-BEGIN> 1.000<F1>
<PER-SHARE-NII> .018<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> .018<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.000<F1>
<EXPENSE-RATIO> .42<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 031
<NAME> MUNICIPAL MONEY MARKET FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 591255
<INVESTMENTS-AT-VALUE> 591255
<RECEIVABLES> 4215
<ASSETS-OTHER> 154
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 595624
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2232
<TOTAL-LIABILITIES> 2232
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 593523
<SHARES-COMMON-STOCK> 593523
<SHARES-COMMON-PRIOR> 494396
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 128
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 593392
<DIVIDEND-INCOME> 184
<INTEREST-INCOME> 11398
<OTHER-INCOME> 0
<EXPENSES-NET> 1312
<NET-INVESTMENT-INCOME> 10270
<REALIZED-GAINS-CURRENT> (3)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 10267
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10259
<DISTRIBUTIONS-OF-GAINS> 4
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<NUMBER-OF-SHARES-SOLD> 809238
<NUMBER-OF-SHARES-REDEEMED> 711026
<SHARES-REINVESTED> 915
<NET-CHANGE-IN-ASSETS> 99131
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4
<OVERDISTRIB-NII-PRIOR> 139
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1039
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1936
<AVERAGE-NET-ASSETS> 65416<F1>
<PER-SHARE-NAV-BEGIN> 1.000<F1>
<PER-SHARE-NII> .016<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> .016<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.000<F1>
<EXPENSE-RATIO> .67<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 04
<NAME> THE ONE GROUP INCOME EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 149839
<INVESTMENTS-AT-VALUE> 211484
<RECEIVABLES> 1322
<ASSETS-OTHER> 50
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 212856
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1057
<TOTAL-LIABILITIES> 1057
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148240
<SHARES-COMMON-STOCK> 12834
<SHARES-COMMON-PRIOR> 12439
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 7
<ACCUMULATED-NET-GAINS> 1921
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 61645
<NET-ASSETS> 211799
<DIVIDEND-INCOME> 249
<INTEREST-INCOME> 3285
<OTHER-INCOME> 0
<EXPENSES-NET> 1038
<NET-INVESTMENT-INCOME> 2496
<REALIZED-GAINS-CURRENT> 4204
<APPREC-INCREASE-CURRENT> 21486
<NET-CHANGE-FROM-OPS> 28186
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2544
<DISTRIBUTIONS-OF-GAINS> 8663
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1921
<NUMBER-OF-SHARES-REDEEMED> 1879
<SHARES-REINVESTED> 353
<NET-CHANGE-IN-ASSETS> 23619
<ACCUMULATED-NII-PRIOR> 41
<ACCUMULATED-GAINS-PRIOR> 6380
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1081
<AVERAGE-NET-ASSETS> 174921<F1>
<PER-SHARE-NAV-BEGIN> 15.13<F1>
<PER-SHARE-NII> .21<F1>
<PER-SHARE-GAIN-APPREC> 2.08<F1>
<PER-SHARE-DIVIDEND> .21<F1>
<PER-SHARE-DISTRIBUTIONS> .70<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 16.51<F1>
<EXPENSE-RATIO> 1.00<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Fiduciary
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 041
<NAME> THE ONE GROUP INCOME EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 149839
<INVESTMENTS-AT-VALUE> 211484
<RECEIVABLES> 1322
<ASSETS-OTHER> 50
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<TOTAL-ASSETS> 212856
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<OTHER-ITEMS-LIABILITIES> 1057
<TOTAL-LIABILITIES> 1057
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148240
<SHARES-COMMON-STOCK> 12834
<SHARES-COMMON-PRIOR> 12439
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 7
<ACCUMULATED-NET-GAINS> 1921
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 61645
<NET-ASSETS> 211799
<DIVIDEND-INCOME> 249
<INTEREST-INCOME> 3285
<OTHER-INCOME> 0
<EXPENSES-NET> 1038
<NET-INVESTMENT-INCOME> 2496
<REALIZED-GAINS-CURRENT> 4204
<APPREC-INCREASE-CURRENT> 21486
<NET-CHANGE-FROM-OPS> 28186
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2544
<DISTRIBUTIONS-OF-GAINS> 8663
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1921
<NUMBER-OF-SHARES-REDEEMED> 1879
<SHARES-REINVESTED> 353
<NET-CHANGE-IN-ASSETS> 23619
<ACCUMULATED-NII-PRIOR> 41
<ACCUMULATED-GAINS-PRIOR> 6380
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1081
<AVERAGE-NET-ASSETS> 17098<F1>
<PER-SHARE-NAV-BEGIN> 15.11<F1>
<PER-SHARE-NII> .18<F1>
<PER-SHARE-GAIN-APPREC> 2.08<F1>
<PER-SHARE-DIVIDEND> .19<F1>
<PER-SHARE-DISTRIBUTIONS> .70<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 16.48<F1>
<EXPENSE-RATIO> 1.22<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 042
<NAME> THE ONE GROUP INCOME EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 149839
<INVESTMENTS-AT-VALUE> 211484
<RECEIVABLES> 1322
<ASSETS-OTHER> 50
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 212856
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<TOTAL-LIABILITIES> 1057
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148240
<SHARES-COMMON-STOCK> 12834
<SHARES-COMMON-PRIOR> 12439
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 7
<ACCUMULATED-NET-GAINS> 1921
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 61645
<NET-ASSETS> 211799
<DIVIDEND-INCOME> 249
<INTEREST-INCOME> 3285
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<EXPENSES-NET> 1038
<NET-INVESTMENT-INCOME> 2496
<REALIZED-GAINS-CURRENT> 4204
<APPREC-INCREASE-CURRENT> 21486
<NET-CHANGE-FROM-OPS> 28186
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2544
<DISTRIBUTIONS-OF-GAINS> 8663
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<NUMBER-OF-SHARES-SOLD> 1921
<NUMBER-OF-SHARES-REDEEMED> 1879
<SHARES-REINVESTED> 353
<NET-CHANGE-IN-ASSETS> 23619
<ACCUMULATED-NII-PRIOR> 41
<ACCUMULATED-GAINS-PRIOR> 6380
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1081
<AVERAGE-NET-ASSETS> 6061<F1>
<PER-SHARE-NAV-BEGIN> 15.14<F1>
<PER-SHARE-NII> .13<F1>
<PER-SHARE-GAIN-APPREC> 2.08<F1>
<PER-SHARE-DIVIDEND> .13<F1>
<PER-SHARE-DISTRIBUTIONS> .70<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 16.52<F1>
<EXPENSE-RATIO> 1.95<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 05
<NAME> INCOME BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 473215
<INVESTMENTS-AT-VALUE> 508418
<RECEIVABLES> 11932
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 522981
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6012
<TOTAL-LIABILITIES> 6012
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 531820
<SHARES-COMMON-STOCK> 52748
<SHARES-COMMON-PRIOR> 50592
<ACCUMULATED-NII-CURRENT> 357
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 53042
<ACCUM-APPREC-OR-DEPREC> 37834
<NET-ASSETS> 516969
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18306
<OTHER-INCOME> 0
<EXPENSES-NET> 1498
<NET-INVESTMENT-INCOME> 16808
<REALIZED-GAINS-CURRENT> 91
<APPREC-INCREASE-CURRENT> 13349
<NET-CHANGE-FROM-OPS> 30248
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<DISTRIBUTIONS-OF-INCOME> 16808
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<NUMBER-OF-SHARES-SOLD> 7563
<NUMBER-OF-SHARES-REDEEMED> 6034
<SHARES-REINVESTED> 627
<NET-CHANGE-IN-ASSETS> 34162
<ACCUMULATED-NII-PRIOR> 357
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 53133
<GROSS-ADVISORY-FEES> 1493
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2100
<AVERAGE-NET-ASSETS> 484345<F1>
<PER-SHARE-NAV-BEGIN> 9.54<F1>
<PER-SHARE-NII> .33<F1>
<PER-SHARE-GAIN-APPREC> .26<F1>
<PER-SHARE-DIVIDEND> .33<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.80<F1>
<EXPENSE-RATIO> .60<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 051
<NAME> INCOME BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 473215
<INVESTMENTS-AT-VALUE> 508418
<RECEIVABLES> 11932
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 522981
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6012
<TOTAL-LIABILITIES> 6012
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 531820
<SHARES-COMMON-STOCK> 52748
<SHARES-COMMON-PRIOR> 50592
<ACCUMULATED-NII-CURRENT> 357
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 53042
<ACCUM-APPREC-OR-DEPREC> 37834
<NET-ASSETS> 516969
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18306
<OTHER-INCOME> 0
<EXPENSES-NET> 1498
<NET-INVESTMENT-INCOME> 16808
<REALIZED-GAINS-CURRENT> 91
<APPREC-INCREASE-CURRENT> 13349
<NET-CHANGE-FROM-OPS> 30248
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16808
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 7563
<NUMBER-OF-SHARES-REDEEMED> 6034
<SHARES-REINVESTED> 627
<NET-CHANGE-IN-ASSETS> 34162
<ACCUMULATED-NII-PRIOR> 357
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 53133
<GROSS-ADVISORY-FEES> 1493
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2100
<AVERAGE-NET-ASSETS> 7537<F1>
<PER-SHARE-NAV-BEGIN> 9.54<F1>
<PER-SHARE-NII> .31<F1>
<PER-SHARE-GAIN-APPREC> .26<F1>
<PER-SHARE-DIVIDEND> .32<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.79<F1>
<EXPENSE-RATIO> .85<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 052
<NAME> INCOME BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 473215
<INVESTMENTS-AT-VALUE> 508418
<RECEIVABLES> 11932
<ASSETS-OTHER> 0
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<TOTAL-ASSETS> 522981
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6012
<TOTAL-LIABILITIES> 6012
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 531820
<SHARES-COMMON-STOCK> 52748
<SHARES-COMMON-PRIOR> 50592
<ACCUMULATED-NII-CURRENT> 357
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 53042
<ACCUM-APPREC-OR-DEPREC> 37834
<NET-ASSETS> 516969
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18306
<OTHER-INCOME> 0
<EXPENSES-NET> 1498
<NET-INVESTMENT-INCOME> 16808
<REALIZED-GAINS-CURRENT> 91
<APPREC-INCREASE-CURRENT> 13349
<NET-CHANGE-FROM-OPS> 30248
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<DISTRIBUTIONS-OF-INCOME> 16808
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<NUMBER-OF-SHARES-SOLD> 7563
<NUMBER-OF-SHARES-REDEEMED> 6034
<SHARES-REINVESTED> 627
<NET-CHANGE-IN-ASSETS> 34162
<ACCUMULATED-NII-PRIOR> 357
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 53133
<GROSS-ADVISORY-FEES> 1493
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2100
<AVERAGE-NET-ASSETS> 2542<F1>
<PER-SHARE-NAV-BEGIN> 9.62<F1>
<PER-SHARE-NII> .29<F1>
<PER-SHARE-GAIN-APPREC> .26<F1>
<PER-SHARE-DIVIDEND> .29<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.88<F1>
<EXPENSE-RATIO> 1.50<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 06
<NAME> INTERMEDIATE TAX-FREE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 226107
<INVESTMENTS-AT-VALUE> 235446
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<TOTAL-ASSETS> 240983
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<OTHER-ITEMS-LIABILITIES> 2570
<TOTAL-LIABILITIES> 11038
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 220032
<SHARES-COMMON-STOCK> 20955
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<GROSS-EXPENSE> 1085
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<PER-SHARE-NAV-BEGIN> 10.64<F1>
<PER-SHARE-NII> .25<F1>
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<FN>
<F1>FIDUCIARY CLASS
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</TABLE>
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<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 061
<NAME> INTERMEDIATE TAX-FREE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 062
<NAME> INTERMEDIATE TAX-FREE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>CLASS B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 07
<NAME> THE ONE GROUP DISCIPLINED VALUE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>Fiduciary
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 071
<NAME> THE ONE GROUP DISCIPLINED VALUE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>Class A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 072
<NAME> THE ONE GROUP DISCIPLINED VALUE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>Class B
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 08
<NAME> THE ONE GROUP SMALL COMPANY GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>Fiduciary
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</TABLE>
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<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 081
<NAME> THE ONE GROUP SMALL COMPANY GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<F1>Class A
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</TABLE>
<TABLE> <S> <C>
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<NAME> THE ONE GROUP
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<NUMBER> 082
<NAME> THE ONE GROUP SMALL COMPANY GROWTH FUND
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<FN>
<F1>Class B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 10
<NAME> LIMITED VOLATILITY BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<PERIOD-START> JUL-1-1995
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<PER-SHARE-NAV-BEGIN> 10.53<F1>
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<PER-SHARE-GAIN-APPREC> .14<F1>
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<FN>
<F1>FIDUCIARY CLASS
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 101
<NAME> LIMITED VOLATILITY BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<GROSS-EXPENSE> 1853
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<PER-SHARE-NII> .31<F1>
<PER-SHARE-GAIN-APPREC> .14<F1>
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 102
<NAME> LIMITED VOLATILITY BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<GROSS-EXPENSE> 1853
<AVERAGE-NET-ASSETS> 2922<F1>
<PER-SHARE-NAV-BEGIN> 10.60<F1>
<PER-SHARE-NII> .27<F1>
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<FN>
<F1>CLASS B
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 11
<NAME> THE ONE GROUP EQUITY INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<FN>
<F1>Fidicuary
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 111
<NAME> THE ONE GROUP EQUITY INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>Class A
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 112
<NAME> THE ONE GROUP EQUITY INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>Class B
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<TABLE> <S> <C>
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<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 12
<NAME> THE ONE GROUP LARGE COMPANY VALUE FUND
<MULTIPLIER> 1000
<S> <C>
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<FISCAL-YEAR-END> JUN-30-1996
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<F1>Fiduciary
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<NAME> THE ONE GROUP LARGE COMPANY VALUE FUND
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<FN>
<F1>Class A
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</TABLE>
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<NAME> THE ONE GROUP
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<NAME> THE ONE GROUP LARGE COMPANY VALUE FUND
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<FN>
<F1>Class B
</FN>
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 13
<NAME> OHIO MUNICIPAL BOND FUND
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<FN>
<F1>FIDUCIARY CLASS
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 131
<NAME> OHIO MUNICIPAL BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 132
<NAME> OHIO MUNICIPAL BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<F1>CLASS B
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 14
<NAME> THE ONE GROUP INTERNATIONAL EQUITY INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<FN>
<F1>Fiduciary
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 141
<NAME> THE ONE GROUP INTERNATIONAL EQUITY INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<FN>
<F1>Class A
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<TABLE> <S> <C>
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<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 142
<NAME> THE ONE GROUP INTERNATIONAL EQUITY INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<TABLE> <S> <C>
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<NAME> THE ONE GROUP
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<NAME> TREASURY ONLY MONEY MARKET FUND
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<NAME> THE ONE GROUP
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<NAME> GOVERNMENT MONEY MARKET FUND
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 17
<NAME> THE ONE GROUP ASSET ALLOCATION FUND
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<S> <C>
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<FN>
<F1>Fiduciary
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<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 171
<NAME> THE ONE GROUP ASSET ALLOCATION FUND
<MULTIPLIER> 1000
<S> <C>
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<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 172
<NAME> THE ONE GROUP ASSET ALLOCATION FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<FN>
<F1>Class B
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 18
<NAME> GOVERNMENT BOND FUND
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<FN>
<F1>FIDUCIARY CLASS
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 181
<NAME> GOVERNMENT BOND FUND
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<S> <C>
<PERIOD-TYPE> 6-MOS
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<FN>
<F1>CLASS A
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 182
<NAME> GOVERNMENT BOND FUND
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<S> <C>
<PERIOD-TYPE> 6-MOS
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<F1>CLASS B
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<TABLE> <S> <C>
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<CIK> 0000763852
<NAME> THE ONE GROUP
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<NAME> GOVERNMENT ARM FUND
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<S> <C>
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<F1>FIDUCIARY CLASS
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<CIK> 0000763852
<NAME> THE ONE GROUP
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<NAME> GOVERNMENT ARM FUND
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<S> <C>
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<F1>CLASS A
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<NAME> THE ONE GROUP
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<NAME> GOVERNMENT ARM FUND
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<GROSS-EXPENSE> 292
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<PER-SHARE-NAV-BEGIN> 9.84<F1>
<PER-SHARE-NII> .26<F1>
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<FN>
<F1>CLASS B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 20
<NAME> TAX-FREE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 5574
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<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 201
<NAME> TAX-FREE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<NET-INVESTMENT-INCOME> 6541
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<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 5574
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 944
<AVERAGE-NET-ASSETS> 14906<F1>
<PER-SHARE-NAV-BEGIN> 9.72<F1>
<PER-SHARE-NII> .28<F1>
<PER-SHARE-GAIN-APPREC> .19<F1>
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<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 202
<NAME> TAX-FREE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<DIVIDEND-INCOME> 0
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 944
<AVERAGE-NET-ASSETS> 9992<F1>
<PER-SHARE-NAV-BEGIN> 9.69<F1>
<PER-SHARE-NII> .24<F1>
<PER-SHARE-GAIN-APPREC> .19<F1>
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<FN>
<F1>CLASS B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 21
<NAME> OHIO MUNICIPAL MONEY MARKET FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<PAID-IN-CAPITAL-COMMON> 86102
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<NET-ASSETS> 86102
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<NET-INVESTMENT-INCOME> 1543
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<NUMBER-OF-SHARES-SOLD> 165253
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<NET-CHANGE-IN-ASSETS> (1494)
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<OVERDISTRIB-NII-PRIOR> 10
<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 382
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<PER-SHARE-NAV-BEGIN> 1.000<F1>
<PER-SHARE-NII> .018<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
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<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 211
<NAME> OHIO MUNICIPAL MONEY MARKET FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<SHARES-COMMON-STOCK> 86102
<SHARES-COMMON-PRIOR> 87606
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<NET-CHANGE-IN-ASSETS> (1494)
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<OVERDISTRIB-NII-PRIOR> 10
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<GROSS-EXPENSE> 382
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<PER-SHARE-NAV-BEGIN> 1.000<F1>
<PER-SHARE-NII> .016<F1>
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<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 22
<NAME> INTERMEDIATE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 221
<NAME> INTERMEDIATE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<PER-SHARE-NAV-BEGIN> 10.04<F1>
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<FN>
<F1>CLASS A
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
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<NUMBER> 222
<NAME> INTERMEDIATE BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
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<AVERAGE-NET-ASSETS> 1110<F1>
<PER-SHARE-NAV-BEGIN> 10.01<F1>
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<FN>
<F1>CLASS B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 23
<NAME> THE ONE GROUP LARGE COMPANY GROWTH FUND
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<S> <C>
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<NUMBER-OF-SHARES-SOLD> 12625
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<OVERDISTRIB-NII-PRIOR> 10
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<GROSS-ADVISORY-FEES> 2484
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<GROSS-EXPENSE> 3572
<AVERAGE-NET-ASSETS> 612771<F1>
<PER-SHARE-NAV-BEGIN> 13.47<F1>
<PER-SHARE-NII> .09<F1>
<PER-SHARE-GAIN-APPREC> 1.17<F1>
<PER-SHARE-DIVIDEND> .10<F1>
<PER-SHARE-DISTRIBUTIONS> .17<F1>
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<EXPENSE-RATIO> .98<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Fiduciary
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 231
<NAME> THE ONE GROUP LARGE COMPANY GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
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<INVESTMENTS-AT-VALUE> 747931
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 122343
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<DIVIDEND-INCOME> 7223
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<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3247
<OVERDISTRIB-NII-PRIOR> 10
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3572
<AVERAGE-NET-ASSETS> 39580<F1>
<PER-SHARE-NAV-BEGIN> 13.83<F1>
<PER-SHARE-NII> .08<F1>
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<EXPENSE-RATIO> 1.22<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 232
<NAME> THE ONE GROUP LARGE COMPANY GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<DIVIDEND-INCOME> 7223
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<EXPENSES-NET> 3377
<NET-INVESTMENT-INCOME> 4599
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<ACCUMULATED-GAINS-PRIOR> 3247
<OVERDISTRIB-NII-PRIOR> 10
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<GROSS-ADVISORY-FEES> 2484
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3572
<AVERAGE-NET-ASSETS> 14805<F1>
<PER-SHARE-NAV-BEGIN> 13.63<F1>
<PER-SHARE-NII> .05<F1>
<PER-SHARE-GAIN-APPREC> 1.17<F1>
<PER-SHARE-DIVIDEND> .04<F1>
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<EXPENSE-RATIO> 1.94<F1>
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<FN>
<F1>Class B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 24
<NAME> KENTUCKY MUNICIPAL BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
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<INVESTMENTS-AT-COST> 40081
<INVESTMENTS-AT-VALUE> 41337
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<ACCUM-APPREC-OR-DEPREC> 1256
<NET-ASSETS> 41775
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<INTEREST-INCOME> 1075
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<EXPENSES-NET> 153
<NET-INVESTMENT-INCOME> 922
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<APPREC-INCREASE-CURRENT> 1457
<NET-CHANGE-FROM-OPS> 2302
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<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 405
<NUMBER-OF-SHARES-REDEEMED> 519
<SHARES-REINVESTED> 10
<NET-CHANGE-IN-ASSETS> 358
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 1779
<GROSS-ADVISORY-FEES> 121
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 229
<AVERAGE-NET-ASSETS> 32040<F1>
<PER-SHARE-NAV-BEGIN> 9.92<F1>
<PER-SHARE-NII> .27<F1>
<PER-SHARE-GAIN-APPREC> .34<F1>
<PER-SHARE-DIVIDEND> .27<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 10.26<F1>
<EXPENSE-RATIO> .69<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY CLASS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 241
<NAME> KENTUCKY MUNICIPAL BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 40081
<INVESTMENTS-AT-VALUE> 41337
<RECEIVABLES> 680
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<EXPENSES-NET> 153
<NET-INVESTMENT-INCOME> 922
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<APPREC-INCREASE-CURRENT> 1457
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<DISTRIBUTIONS-OF-INCOME> 922
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<NUMBER-OF-SHARES-SOLD> 405
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<SHARES-REINVESTED> 10
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 1779
<GROSS-ADVISORY-FEES> 121
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 229
<AVERAGE-NET-ASSETS> 8756<F1>
<PER-SHARE-NAV-BEGIN> 9.93<F1>
<PER-SHARE-NII> .22<F1>
<PER-SHARE-GAIN-APPREC> .34<F1>
<PER-SHARE-DIVIDEND> .22<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 10.27<F1>
<EXPENSE-RATIO> .94<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP
<SERIES>
<NUMBER> 242
<NAME> KENTUCKY MUNICIPAL BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 40081
<INVESTMENTS-AT-VALUE> 41337
<RECEIVABLES> 680
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<PAID-IN-CAPITAL-COMMON> 42375
<SHARES-COMMON-STOCK> 4069
<SHARES-COMMON-PRIOR> 4173
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<REALIZED-GAINS-CURRENT> (77)
<APPREC-INCREASE-CURRENT> 1457
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<SHARES-REINVESTED> 10
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<GROSS-EXPENSE> 229
<AVERAGE-NET-ASSETS> 183<F1>
<PER-SHARE-NAV-BEGIN> 9.87<F1>
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<PER-SHARE-NAV-END> 10.21<F1>
<EXPENSE-RATIO> 1.10<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS B
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP FAMILY OF MUTUAL FUNDS
<SERIES>
<NUMBER> 251
<NAME> PARAGON LOUISIANA TAX-FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 200540199
<INVESTMENTS-AT-VALUE> 206864086
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<OTHER-ITEMS-LIABILITIES> 840886
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<PAID-IN-CAPITAL-COMMON> 202360006
<SHARES-COMMON-STOCK> 19148510<F1>
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<OVERDISTRIBUTION-GAINS> 450092
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<NET-INVESTMENT-INCOME> 10058381
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<NUMBER-OF-SHARES-REDEEMED> 3127265<F1>
<SHARES-REINVESTED> 185608<F1>
<NET-CHANGE-IN-ASSETS> 11209951
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 1526722
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<F1>CLASS A SHARES
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP FAMILY OF MUTUAL FUNDS
<SERIES>
<NUMBER> 252
<NAME> PARAGON LOUISIANA TAX-FREE FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
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<INVESTMENTS-AT-COST> 200540199
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<OTHER-ITEMS-LIABILITIES> 840886
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<NUMBER-OF-SHARES-REDEEMED> 10566<F1>
<SHARES-REINVESTED> 2967<F1>
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<GROSS-EXPENSE> 1526722
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<FN>
<F1>CLASS B SHARES
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP FAMILY OF MUTUAL FUNDS
<SERIES>
<NUMBER> 261
<NAME> PARAGON VALUE GROWTH FUND
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<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1479317<F1>
<NUMBER-OF-SHARES-REDEEMED> 1389420<F1>
<SHARES-REINVESTED> 104342<F1>
<NET-CHANGE-IN-ASSETS> 47291063
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1281345
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1878637
<AVERAGE-NET-ASSETS> 220900916
<PER-SHARE-NAV-BEGIN> 13.730<F1>
<PER-SHARE-NII> .190<F1>
<PER-SHARE-GAIN-APPREC> 3.720<F1>
<PER-SHARE-DIVIDEND> .000<F1>
<PER-SHARE-DISTRIBUTIONS> .630<F1>
<RETURNS-OF-CAPITAL> .000<F1>
<PER-SHARE-NAV-END> 17.010<F1>
<EXPENSE-RATIO> .950<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A SHARES
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP FAMILY OF MUTUAL FUNDS
<SERIES>
<NUMBER> 262
<NAME> PARAGON VALUE GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 170521088
<INVESTMENTS-AT-VALUE> 224506775
<RECEIVABLES> 641622
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 225156476
<PAYABLE-FOR-SECURITIES> 3851065
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 404495
<TOTAL-LIABILITIES> 4255560
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 149357937
<SHARES-COMMON-STOCK> 172182<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 2382
<ACCUMULATED-NET-GAINS> 17559674
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 53985687
<NET-ASSETS> 220900916
<DIVIDEND-INCOME> 3554938
<INTEREST-INCOME> 794401
<OTHER-INCOME> 0
<EXPENSES-NET> 1890140
<NET-INVESTMENT-INCOME> 2459199
<REALIZED-GAINS-CURRENT> 17559019
<APPREC-INCREASE-CURRENT> 30873707
<NET-CHANGE-FROM-OPS> 50891925
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2458304
<DISTRIBUTIONS-OF-GAINS> 5533332
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 148906<F1>
<NUMBER-OF-SHARES-REDEEMED> 8821<F1>
<SHARES-REINVESTED> 1979<F1>
<NET-CHANGE-IN-ASSETS> 47291063
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1281345
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1878637
<AVERAGE-NET-ASSETS> 220900916<F1>
<PER-SHARE-NAV-BEGIN> 13.708<F1>
<PER-SHARE-NII> .070<F1>
<PER-SHARE-GAIN-APPREC> 3.750<F1>
<PER-SHARE-DIVIDEND> .000<F1>
<PER-SHARE-DISTRIBUTIONS> .540<F1>
<RETURNS-OF-CAPITAL> .000<F1>
<PER-SHARE-NAV-END> 16.980<F1>
<EXPENSE-RATIO> 1.700<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS B SHARES
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP FAMILY OF MUTUAL FUNDS
<SERIES>
<NUMBER> 271
<NAME> PARAGON GULF SOUTH GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 64310139
<INVESTMENTS-AT-VALUE> 94476268
<RECEIVABLES> 3208546
<ASSETS-OTHER> 5304
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 97689848
<PAYABLE-FOR-SECURITIES> 284380
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 124002
<TOTAL-LIABILITIES> 408382
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64778780
<SHARES-COMMON-STOCK> 5285927<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2336557
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30166129
<NET-ASSETS> 97281466
<DIVIDEND-INCOME> 229730
<INTEREST-INCOME> 370664
<OTHER-INCOME> 0
<EXPENSES-NET> 929835
<NET-INVESTMENT-INCOME> (329441)
<REALIZED-GAINS-CURRENT> 2336392
<APPREC-INCREASE-CURRENT> 17774277
<NET-CHANGE-FROM-OPS> 19781228
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1417789
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 749767<F1>
<NUMBER-OF-SHARES-REDEEMED> 760534<F1>
<SHARES-REINVESTED> 21504<F1>
<NET-CHANGE-IN-ASSETS> 19510477
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 582482
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 922073
<AVERAGE-NET-ASSETS> 97281466
<PER-SHARE-NAV-BEGIN> 14.700<F1>
<PER-SHARE-NII> (.060)<F1>
<PER-SHARE-GAIN-APPREC> 3.690<F1>
<PER-SHARE-DIVIDEND> .000<F1>
<PER-SHARE-DISTRIBUTIONS> .270<F1>
<RETURNS-OF-CAPITAL> .000<F1>
<PER-SHARE-NAV-END> 18.060<F1>
<EXPENSE-RATIO> 1.030<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS A SHARES
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000763852
<NAME> THE ONE GROUP FAMILY OF MUTUAL FUNDS
<SERIES>
<NUMBER> 272
<NAME> PARAGON GULF SOUTH GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 64310139
<INVESTMENTS-AT-VALUE> 94476268
<RECEIVABLES> 3208546
<ASSETS-OTHER> 5304
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 97689848
<PAYABLE-FOR-SECURITIES> 284380
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 124002
<TOTAL-LIABILITIES> 408382
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64778780
<SHARES-COMMON-STOCK> 101412<F1>
<SHARES-COMMON-PRIOR> 0<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2336557
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30166129
<NET-ASSETS> 97281466
<DIVIDEND-INCOME> 229730
<INTEREST-INCOME> 370664
<OTHER-INCOME> 0
<EXPENSES-NET> 929835
<NET-INVESTMENT-INCOME> (329441)
<REALIZED-GAINS-CURRENT> 2336392
<APPREC-INCREASE-CURRENT> 17774277
<NET-CHANGE-FROM-OPS> 19781228
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1417789
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 92244<F1>
<NUMBER-OF-SHARES-REDEEMED> 7113<F1>
<SHARES-REINVESTED> 523<F1>
<NET-CHANGE-IN-ASSETS> 19510477
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 582482
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 922073
<AVERAGE-NET-ASSETS> 97281466
<PER-SHARE-NAV-BEGIN> 14.660<F1>
<PER-SHARE-NII> (.110)<F1>
<PER-SHARE-GAIN-APPREC> 3.610<F1>
<PER-SHARE-DIVIDEND> .000<F1>
<PER-SHARE-DISTRIBUTIONS> .270<F1>
<RETURNS-OF-CAPITAL> .000<F1>
<PER-SHARE-NAV-END> 17.890<F1>
<EXPENSE-RATIO> 1.780<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>CLASS B SHARES
</FN>
</TABLE>
