ONE GROUP
24F-2NT, 1996-08-28
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<PAGE>   1
                    U.S SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                  FORM 24F-2
                       ANNUAL NOTICE OF SECURITIES SOLD
                            PURSUANT TO RULE 24F-2
                                      

- -------------------------------------------------------------------------------
1.  Name and address of issuer:
                                 THE ONE GROUP
                                 3435 STELZER RD.
                                 COLUMBUS, OHIO  43219

- -------------------------------------------------------------------------------
2.  Name of each series or class of funds for which this notice is filed:

                                 SEE ATTACHED, SCHEDULE (A)

- -------------------------------------------------------------------------------
3.  Investment Company Act File Number:   811-4236


    Securities Act File Number:  2-95973 



- -------------------------------------------------------------------------------
4.  Last day of fiscal year for which this notice is filed:


                                 JUNE 30, 1996

- -------------------------------------------------------------------------------
5.  Check box if this notice is being filed more than 180 days after the close
    of the issuer's fiscal year for purposes of reporting securities sold after
    the close of the fiscal year but before termination of the issuer's 24F-2
    declaration:         


                                                                      [  ]
- -------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule 24F-2(a)(1), if
   applicable:



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7. Number and amount of securities of the same class or series which had been
   registered under the Securities Act of 1933 other than pursuant to rule 24F-2
   in a prior fiscal year, but which remained unsold at the beginning of the
   fiscal year:

                                 NONE

- -------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other than
   pursuant to rule 24F-2:
                                
                                 NONE

- -------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:

                                 $19,529,212,342 Price
                                  15,613,372,360 Shares

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


<PAGE>   2
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10. Number and aggregate sale price of securities sold during the fiscal year
    in reliance upon registration pursuant to rule 24f-2:

                                 $19,529,212,342 Price
                                  15,613,372,360 Shares

- -------------------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the fiscal year
    in connection with dividend reinvestment plans, if applicable:

                                                           $207,960,590 Price
                                                             48,477,095 Shares

- -------------------------------------------------------------------------------
12. Calculation of registration fee:

    (i) Aggregate sale price of securities sold during the 
        fiscal year in reliance on rule 24f-2:                   19,529,212,342
                                                                 --------------

   (ii) Aggregate price of shares issued in connection with
        dividend reinvestment plans: 
                                                                    207,960,590
                                                                 --------------

  (iii) Aggregate price of shares redeemed or repurchased 
        during the fiscal year:                                  16,108,221,570
                                                                 --------------
                                                                
   (iv) Aggregate price of shares redeemed or repurchased 
        and previously applied as a reduction to filing fees 
        pursuant to rule 24e-2:                                     569,402,199
                                                                 --------------

    (v) Net aggregate price of securities sold and issued 
        during the fiscal year in reliance on rule 24f-2:
                                                                  3,059,549,163
                                                                 --------------

   (vi) Multiplier prescribed by Section 6(b) of the Securities 
        Act of 1933 or other applicable law or registration:              /2900
                                                                 --------------

  (vii) Fee Due:                                                   1,055,016.95
                                                                 --------------

- -------------------------------------------------------------------------------
13. Check box if fees are being remitted to the Commission's lockbox depository
    as described in section 3a of the Commission's Rules of Informal and Other
    Procedures 
                                                        [ X ]

    Date of mailing or wire transfer of filing fees to the Commission's lockbox
    depository:
                             8/28/96

- -------------------------------------------------------------------------------
                                  SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

          By (Signature and Title)* /s/ Mark Redman
                                  -----------------------------------
                                  Mark Redman, Treasurer
                                  -----------------------------------

Date 8/28/96
    ----------------------

* Please print the name and title of the signing officer below the signature.
<PAGE>   3


THE ONE GROUP                     Schedule A
- -------------


U.S. TREASURY SECURITIES MONEY MARKET FUND

PRIME MONEY MARKET FUND

MUNICIPAL MONEY MARKET FUND

OHIO MUNICIPAL MONEY MARKET FUND

TREASURY ONLY MONEY MARKET FUND

GOVERNMENT MONEY MARKET FUND

DISCIPLINED VALUE FUND

INCOME EQUITY FUND

EQUITY INDEX FUND

LARGE COMPANY VALUE FUND

VALUE GROWTH FUND

GROWTH OPPORTUNITIES FUND

INTERNATIONAL EQUITY INDEX FUND

ASSET ALLOCATION FUND

GULF SOUTH GROWTH FUND

LARGE COMPANY GROWTH FUND

INCOME BOND FUND

LIMITED VOLATILITY BOND FUND

INTERMEDIATE TAX-FREE BOND FUND

OHIO MUNICIPAL BOND FUND

MUNICIPAL INCOME FUND

GOVERNMENT BOND FUND

GOVERNMENT ARM FUND

INTERMEDIATE BOND FUND

LOUISIANA MUNICIPAL BOND FUND

KENTUCKY MUNICIPAL BOND FUND
<PAGE>   4
 
                          [ROPES & GRAY LETTERHEAD]
                                (202)626-3900
                             FAX: (202) 626-3861



                               August 28, 1996

The One Group(R)
3435 Stelzer Road
Columbus, Ohio 43219

Ladies and Gentlemen:
 
     You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of shares of beneficial interest in
the amount of $19,737,172,932, without par value (the "Shares"), of The One
Group(R) (the "Trust") sold in reliance upon the Rule during your fiscal year
ended June 30, 1996.
 
     We have examined your Amended and Restated Agreement and Declaration of
Trust, as further amended, as on file at the office of the Secretary of The
Commonwealth of Massachusetts. We are familiar with the actions taken by your
Trustees to authorize the issue and sale from time to time of your shares of
beneficial interest at not less than the public offering price of such shares
and have assumed that the Shares have been issued and sold in accordance with
such action. We have also examined a copy of your Code of Regulations and such
other documents as we have deemed necessary for the purposes of this opinion.
 
     Based on the foregoing, we are of the opinion that the Shares have been 
duly authorized and legally issued and are fully paid and non-assessable.
 
     The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the Trust
or its Trustees. The Declaration of Trust provides for indemnification out of 
the property of the Trust for all loss and expense of any shareholder of the 
Trust held personally liable solely by reason of his being or having been a 
shareholder. Thus, the risk of a
 
                                        2
<PAGE>   5
 
ROPES & GRAY


The One Group(R)
August 28, 1996
Page 2




shareholder incurring financial loss on account of being a shareholder is
limited to circumstances in which the Trust itself would be unable to meet its
obligations.
 
     We consent to this opinion accompanying the Notice when filed with the
Commission.

                                          Very truly yours,

                                          /s/ Ropes & Gray

                                          Ropes & Gray
 
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