<PAGE> 1
As filed with the Securities and Exchange Commission on June 12, 1996
Registration Nos. 2-95973 and 811-4236
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
POST-EFFECTIVE AMENDMENT NO. 37 / X /
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / X /
OF 1940
AMENDMENT NO. 38 / 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
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 (date) pursuant to paragraph (b)
--------
60 days after filing pursuant to paragraph (a)(i)
--------
on (date) pursuant to paragraph (a)(i)
--------
X 75 days after filing pursuant to paragraph (a)(ii)
--------
on (DATE) pursuant to paragraph (a)(ii) of rule 485.
--------
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.
<PAGE> 1
EXHIBIT (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
<PAGE> 2
SCHEDULE A TO THE
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
CLASS B SHARES
BETWEEN THE ONE GROUP(R) AND
ONE GROUP SERVICES COMPANY
Name of Fund
- ------------
Income Equity Fund
Disciplined Value Fund
Growth Opportunities Fund
Equity Index Fund
Large Company Value Fund
Asset Allocation Fund
International Equity Index Fund
Large Company Growth Fund
Income Bond Fund
Limited Volatility Bond Fund
Intermediate Bond Fund
Government Bond Fund
Ultra Short-Term Income Fund
Intermediate Tax-Free Bond Fund
Municipal Income Fund
Ohio Municipal Bond Fund
Texas Tax-Free Bond Fund
West Virginia Tax-Free Bond Fund
Kentucky Municipal Bond Fund
Arizona Tax-Free Bond Fund
Louisiana Municipal Bond Fund
Value Growth Fund
Gulf South Growth Fund
Prime Money Market Fund
U.S. Treasury Securities Money Market Fund
Circle Income Fund
Investor Conservative Growth Fund
Investor Growth Fund
Investor Balanced Fund
Investor Fixed-Income Fund
Investor Aggressive Growth Fund
Investor Growth and Income Fund
<PAGE> 3
THE ONE GROUP(R)
By: _____________________________
Title: _____________________________
Date: ______________________, 1996
ONE GROUP SERVICES COMPANY
By: _____________________________
Title: _____________________________
Date: ______________________, 1996
<PAGE> 1
EXHIBIT (18)(a)
MULTIPLE CLASS PLAN FOR THE ONE GROUP ADOPTED BY THE BOARD OF
TRUSTEES ON MAY 22, 1995, AS AMENDED FEBRUARY 15, 1996 AND
MAY 21, 1996
<PAGE> 2
EXHIBIT 18(A)
MULTIPLE CLASS PLAN FOR THE ONE GROUP
(AS AMENDED MAY 21, 1996)
The One Group (the "Trust") is an open-end investment company that offers
units of beneficial interest ("shares") in thirty separate portfolios ("funds")
and four different classes of certain of the funds. The four classes are Class
A, Class B, Fiduciary Class, and Service Class. The classes provide for
variations in distribution costs, voting rights, dividends, and per share net
asset value. The differences among the classes are discussed below. Attached as
Exhibit A, which may be amended from time to time, is a list of the funds and
the class of shares available in each fund.
A. Distribution and Shareholder Services
-------------------------------------
Class A and Class B shares are distributed to the general public.
Investors may purchase Class A and Class B shares of a fund by completing and
signing an account application form and mailing it, along with a check (or
other negotiable bank instrument or money order) to the Trust's transfer agent
and custodian. Subsequent purchases of shares may be made at any time by
mailing a check to the transfer agent. Class A shares that are offered to
investors in certain retirement plans such as 401(k) and similar plans, other
than Individual Retirement Accounts, are purchased by an institutional investor
and/or other intermediary (each a "Shareholder Servicing Agent") on behalf of
an investor.
Class A and Class B investors may make automatic monthly investments in a
fund from their bank, savings and loan or other depository institution
accounts. The Trust pays the costs associated with these transfers, but
reserves the right, upon thirty days' written notice, to impose reasonable
charges for this service.
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 a
fiduciary, advisory, agency, custodial or similar capacity (each an "Authorized
Financial Organization"). Purchases of Fiduciary Class shares that are offered
to investors in certain retirement plans such as 401(k) and similar plans,
other than Individual Retirement Accounts, are purchased by a Shareholder
Servicing Agent on behalf of an investor.
Service Class shares are available only in the Prime Money Market and
U.S. Treasury Securities Money Market Funds. This class of shares is available
to broker-dealers, other financial intermediaries, banks and other depository
institutions. Service Class shares offer administrative and accounting (sweep
processing) services.
<PAGE> 3
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 canceled 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 fifth Business Day for
Class A and Class B shares. 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 the purchase on the
Shareholder's behalf. 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.
B. Sales Load
----------
Class A Shares
- --------------
Class A shares are subject to a front-end sales charge. The front-end
sales charge is based on a percentage of the offering price and may vary based
on the amount of purchase.
Class A shares also are subject to a distribution and shareholder
services fee assessed pursuant to the distribution and shareholder services
plan (the "Plan"). As provided in the Plan, the Trust will pay the distributor
a fee based on the average daily net assets of Class A shares of the fund. A
certain percentage of the fee 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 1940 Act. 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 the Adviser), 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.
A shareholder of Class A shares may reduce the sales charge 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.
<PAGE> 4
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-adviser of a Fund of the Trust and such sub-adviser'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 investment advisers, 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 advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, 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; or (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.
Further, an initial purchase of shares in the amount of $1 million or
more is not subject to a front-end sales charge. However, if such shares are
redeemed prior to the first anniversary of purchase, the shareholder will be
subject to a contingent deferred sales charge ("Class A CDSC") on the initial
purchase in an amount not to exceed any promotional incentives or additional
compensation paid by the Distributor to registered representatives who have
sold or are expected to sell significant amounts of shares of the Funds.
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. This 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.
Class B Shares
- --------------
<PAGE> 5
Class B shares are subject to a Contingent Deferred Sales Charge and a
distribution and shareholder services fee. If the Shareholder redeems Class B
shares prior to the sixth anniversary of purchase, the Shareholder will pay a
Contingent Deferred Sales Charge. 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.
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.
Class B shares of the fund also 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 based on a
percentage of the fund's average daily net assets. This fee arrangement 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.
Proceeds from the Contingent Deferred Sales Charge and the distribution
and shareholder service fee 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. The combination of the Contingent Deferred Sales Charge and the
distribution and shareholder services fees facilitate the ability of the fund
to sell the Class B shares without a front-end sales charge.
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 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
<PAGE> 6
to a shareholder who has attained the age of 70 1/2. In addition, the following
circumstances are not deemed to result in a "redemption" of Class B shares for
purposes of the assessment of a 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.
Fiduciary Class Shares
- ----------------------
Fiduciary class shares are not subject to a sales charge at the time of
purchase or redemption, nor are they subject to a distribution or shareholder
services fee.
Service Class Shares
- --------------------
Service class shares are not subject to a sales charge at the time of
purchase or redemption. However, service class shares are subject to a
distribution and shareholder services fee based on a percentage of the fund's
average daily net assets.
C. Exchange Rights
---------------
Class A and Fiduciary Class Shares
- ----------------------------------
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 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). The exchange of
Fiduciary Class shares for Class A shares also will require payment of the
sales charge unless the sales charge is waived.
Class B Shares
- --------------
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
<PAGE> 7
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.
Service Class Shares
- --------------------
Service Class shareholders may not exchange their Service Class shares
for Class A, Class B or Fiduciary Class shares, nor may Class A, Class B, or
Fiduciary Class shares be exchanged for Service Class shares.
Additional Information Regarding Exchanges
- ------------------------------------------
The Trust reserves the right to change the terms or 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.
D. Conversion Rights
-----------------
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 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
<PAGE> 8
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.
E. Voting Rights
-------------
Each share held entitles the shareholder of record to one vote. 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.
F. Expense Allocation
------------------
Each class shall pay the expenses associated with its different
distribution and shareholder services arrangement. Each class may, at the
Board's discretion, also pay a different share of other expenses, not including
advisory or custodial fees or other expenses related to the management of the
Trust's assets, if these expenses are actually incurred in a different amount
by that class, or if the class receives services of a different kind or to a
different degree than other classes. All other expenses will be allocated to
each class on the basis of the net asset value of that class in relation to the
net asset value of the Fund. However, money market funds operating in reliance
on Rule 2a-7, and other funds making daily distributions of their net
investment income, may allocate such other expenses to each share regardless of
class, or based on the relative net assets (settled shares).
Expenses may be waived or reimbursed by a fund's advisor, underwriter or
any other service provider to the fund.
G. Redemptions
-----------
Shareholders may redeem their shares without charge (except Class B
shares and Class A shares initially purchased in an amount of $1 million or
more, 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 shares, except for Class A
shares initially purchased in an amount of $1 million or more, which will be
reduced by any applicable Class A CDSC, 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.
Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may
elect to receive, or may designate another person to receive, distributions
provided that 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
<PAGE> 9
distribution from an Individual Retirement Account or other qualifying
retirement plan.
H. Dividends
---------
Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B, Service Class and 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.
Reinvested dividends and distributions receive the same tax treatment as
dividends and distributions paid in cash.
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.
The amount of dividends payable on Fiduciary Class shares will be more
than the dividends payable on Class A, Class B and Service Class shares because
of the distribution expenses charged to Class A, Class B and Service Class
shares.
<PAGE> 10
EXHIBIT A
<TABLE>
<CAPTION>
NAME OF FUND CLASS OF SHARES
- ------------ ---------------
<S> <C>
U.S. Treasury Securities
Money Market Fund Class A, Class B, Fiduciary Class,
Service Class
Prime Money Market Fund Class A, Class B, Fiduciary Class,
Service Class
Municipal Money Market Fund Class A, Fiduciary Class
Ohio Municipal Money Market Fund Class A, Fiduciary Class
Income Equity Fund Class A, Class B, Fiduciary Class
Disciplined Value Fund Class A, Class B, Fiduciary Class
Growth Opportunities Fund Class A, Class B, Fiduciary Class
International Equity Index Fund Class A, Class B, Fiduciary Class
Equity Index Fund Class A, Class B, Fiduciary Class
Large Company Value Fund Class A, Class B, Fiduciary Class
Large Company Growth Fund Class A, Class B, Fiduciary Class
Asset Allocation Fund Class A, Class B, Fiduciary Class
Value Growth Fund Class A, Class B, Fiduciary Class
Gulf South Growth Fund Class A, Class B, Fiduciary Class
Income Bond Fund Class A, Class B, Fiduciary Class
Limited Volatility Bond Fund Class A, Class B, Fiduciary Class
Intermediate Bond Fund Class A, Class B, Fiduciary Class
Government Bond Fund Class A, Class B, Fiduciary Class
Ultra Short Term Income Fund Class A, Class B, Fiduciary Class
Louisiana Municipal Bond Fund Class A, Class B, Fiduciary Class
Municipal Income Fund Class A, Class B, Fiduciary Class
Intermediate Tax-Free Bond Fund Class A, Class B, Fiduciary Class
Ohio Municipal Bond Fund Class A, Class B, Fiduciary Class
</TABLE>
<PAGE> 11
<TABLE>
<S> <C>
Texas Tax-Free Bond Fund Fiduciary Class
West Virginia Tax-Free Bond Fund Fiduciary Class
Kentucky Tax-Free Bond Fund Fiduciary Class
Arizona Tax-Free Bond Fund Fiduciary Class
Treasury Money Market Fund Fiduciary Class
Treasury Only Money Market Fund Fiduciary Class
Government Money Market Fund Fiduciary Class
Tax Exempt Money Market Fund Fiduciary Class
Institutional Prime Money Market Fund Fiduciary Class
</TABLE>
<PAGE> 1
EXHIBIT (18)(b)
FORM OF REVISED MULTIPLE CLASS PLAN
FOR THE ONE GROUP
<PAGE> 2
EXHIBIT 18(b)
FORM OF REVISED MULTIPLE CLASS PLAN
FOR THE ONE GROUP
(AS AMENDED ______, 1996)
The One Group (the "Trust") is an open-end investment company that
offers units of beneficial interest ("shares") in thirty separate portfolios
("funds") and four different classes of certain of the funds. The four classes
are Class A, Class B, Fiduciary Class, and Service Class. The classes provide
for variations in distribution costs, voting rights, dividends, and per share
net asset value. The differences among the classes are discussed below.
Attached as Exhibit A, which may be amended from time to time, is a list of the
funds and the class of shares available in each fund.
A. Distribution and Shareholder Services
-------------------------------------
Class A and Class B shares (other than Class A shares of The One Group
Income Fund) are distributed to the general public. Investors may purchase
Class A and Class B shares of a fund by completing and signing an account
application form and mailing it, along with a check (or other negotiable bank
instrument or money order) to the Trust's transfer agent and custodian.
Subsequent purchases of shares may be made at any time by mailing a check to
the transfer agent. Class A shares of The One Group Income Fund may be
purchased only in connection with an investment company consolidation or
reorganization. Class A shares that are offered to investors in certain
retirement plans such as 401(k) and similar plans, other than Individual
Retirement Accounts, are purchased by an institutional investor and/or other
intermediary (each a "Shareholder Servicing Agent") on behalf of an investor.
Class A and Class B investors may make automatic monthly investments in
a fund from their bank, savings and loan or other depository institution
accounts. Class A investors in The
<PAGE> 3
One Group Income Fund may not make additional investments in Class A shares The
Trust pays the costs associated with these transfers, but reserves the right,
upon thirty days' written notice, to impose reasonable charges for this
service.
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 a fiduciary, advisory, agency, custodial or similar capacity (each an
"Authorized Financial Organization"). Purchases of Fiduciary Class shares that
are offered to investors in certain retirement plans such as 401(k) and similar
plans, other than Individual Retirement Accounts, are purchased by a
Shareholder Servicing Agent on behalf of an investor.
Service Class shares are available only in the Prime Money Market and
U.S. Treasury Securities Money Market Funds. This class of shares is available
to broker-dealers, other financial intermediaries, banks and other depository
institutions. Service Class shares offer administrative and accounting (sweep
processing) services.
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 canceled 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. 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 the purchase on the
Shareholder's behalf. 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.
<PAGE> 4
B. Sales Load
----------
Class A Shares
- --------------
Class A shares are subject to a front-end sales charge. The front-end
sales charge is based on a percentage of the offering price and may vary based
on the amount of purchase.
Class A shares also are subject to a distribution and shareholder
services fee assessed pursuant to the distribution and shareholder services
plan (the "Plan"). As provided in the Plan, the Trust will pay the distributor
a fee based on the average daily net assets of Class A shares of the fund. A
certain percentage of the fee 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 1940 Act. 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 the Adviser), 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.
A shareholder of Class A shares may reduce the sales charge 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.
<PAGE> 5
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-adviser of a Fund of the Trust and such sub-adviser'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 investment advisers, 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 advisers, financial planners or
other intermediaries who place trades for their own accounts if the accounts
are linked to the master account of such investment adviser, 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 wto which a Fund is a party.
Further, an initial purchase of shares in the amount of $1 million or
more is not subject to a front-end sales charge. However, if such shares are
redeemed prior to the first anniversary of
<PAGE> 6
purchase, the shareholder will be subject to a contingent deferred sales charge
("Class A CDSC") on the initial purchase in an amount not to exceed any
promotional incentives or additional compensation paid by the Distributor to
registered representatives who have sold or are expected to sell significant
amounts of shares of the Funds.
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. This 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.
Class B Shares
- --------------
Class B shares are subject to a Contingent Deferred Sales Charge and a
distribution and shareholder services fee. If the Shareholder redeems Class B
shares prior to the sixth anniversary of purchase, the Shareholder will pay a
Contingent Deferred Sales Charge. 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.
<PAGE> 7
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.
Class B shares of the fund also 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 based on a
percentage of the fund's average daily net assets. This fee arrangement 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.
Proceeds from the Contingent Deferred Sales Charge and the distribution
and shareholder service fee 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. The combination of the Contingent Deferred Sales Charge and the
distribution and shareholder services fees facilitate the ability of the fund
to sell the Class B shares without a front-end sales charge.
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 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
<PAGE> 8
to a shareholder who has attained the age of 70 1/2. In addition, the following
circumstances are not deemed to result in a "redemption" of Class B shares for
purposes of the assessment of a 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.
Fiduciary Class Shares
- ----------------------
Fiduciary class shares are not subject to a sales charge at the time of
purchase or redemption, nor are they subject to a distribution or shareholder
services fee.
Service Class Shares
- --------------------
Service class shares are not subject to a sales charge at the time of
purchase or redemption. However, service class shares are subject to a
distribution and shareholder services fee based on a percentage of the fund's
average daily net assets.
C. Exchange Rights
---------------
Class A and Fiduciary Class Shares
- ----------------------------------
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 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
<PAGE> 9
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). The
exchange of Fiduciary Class shares for Class A shares also will require payment
of the sales charge unless the sales charge is waived.
Class B Shares
- --------------
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.
Service Class Shares
- --------------------
Service Class shareholders may not exchange their Service Class shares
for Class A, Class
<PAGE> 10
B or Fiduciary Class shares, nor may Class A, Class B, or Fiduciary Class
shares be exchanged for Service Class shares.
Additional Information Regarding Exchanges
- ------------------------------------------
The Trust reserves the right to change the terms or 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.
D. Conversion Rights
-----------------
Class B shares include all shares purchased pursuant to the Contingent
Deferred Sales Charge which have been outstanding for less than the period
ending eight 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
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 eight-year period, the Trust will aggregate
the holding periods for the shares of each fund of the Trust for purposes of
calculating that eight-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
<PAGE> 11
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.
E. Redemption Fees
---------------
If a Class A shareholder exchanges his or her Class A shares within one
year of receipt of such shares, the shareholder will be assessed a redemption
fee equivalent to 2% of the offering price.
F. Voting Rights
-------------
Each share held entitles the shareholder of record to one vote. 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.
G. Expense Allocation
------------------
Each class shall pay the expenses associated with its different
distribution and shareholder services arrangement. Each class may, at the
Board's discretion, also pay a different share of other expenses, not including
advisory or custodial fees or other expenses related to the management of the
Trust's assets, if these expenses are actually incurred in a different amount
by that class, or if the class receives services of a different kind or to a
different degree than other classes. All other expenses will be allocated to
each class on the basis of the net asset value of that class in relation to the
net asset value of the Fund. However, money market funds operating in reliance
on Rule 2a-7, and other funds making daily distributions of their net
investment income, may allocate such other expenses to each share regardless of
class, or based on the relative net assets (settled shares).
<PAGE> 12
Expenses may be waived or reimbursed by a fund's advisor, underwriter
or any other service provider to the fund.
H. Redemptions
-----------
Shareholders may redeem their shares without charge (except Class B
shares and Class A shares initially purchased in an amount of $1 million or
more, 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 shares, except for Class A
shares initially purchased in an amount of $1 million or more, which will be
reduced by any applicable Class A CDSC, 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.
Pursuant to the Systematic Withdrawal Plan, Class B Shareholders may
elect to receive, or may designate another person to receive, distributions
provided that 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.
I. Dividends
---------
Shareholders automatically receive all income dividends and capital
gain distributions in additional Class A, Class B, Service Class and 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. Reinvested dividends and distributions receive the same tax treatment as
dividends and distributions paid in cash.
<PAGE> 13
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.
The amount of dividends payable on Fiduciary Class shares will be more
than the dividends payable on Class A, Class B and Service Class shares because
of the distribution expenses charged to Class A, Class B and Service Class
shares.
<PAGE> 14
EXHIBIT A
<TABLE>
<CAPTION>
NAME OF FUND CLASS OF SHARES
- ------------ ---------------
<S> <C>
U.S. Treasury Securities
Money Market Fund Class A, Class B, Fiduciary Class,
Service Class
Prime Money Market Fund Class A, Class B, Fiduciary Class,
Service Class
Municipal Money Market Fund Class A, Fiduciary Class
Ohio Municipal Money Market Fund Class A, Fiduciary Class
Income Equity Fund Class A, Class B, Fiduciary Class
Disciplined Value Fund Class A, Class B, Fiduciary Class
Growth Opportunities Fund Class A, Class B, Fiduciary Class
International Equity Index Fund Class A, Class B, Fiduciary Class
Equity Index Fund Class A, Class B, Fiduciary Class
Large Company Value Fund Class A, Class B, Fiduciary Class
Large Company Growth Fund Class A, Class B, Fiduciary Class
Asset Allocation Fund Class A, Class B, Fiduciary Class
Value Growth Fund Class A, Class B, Fiduciary Class
Gulf South Growth Fund Class A, Class B, Fiduciary Class
Income Bond Fund Class A, Class B, Fiduciary Class
Limited Volatility Bond Fund Class A, Class B, Fiduciary Class
Intermediate Bond Fund Class A, Class B, Fiduciary Class
Government Bond Fund Class A, Class B, Fiduciary Class
Ultra Short Term Income Fund Class A, Class B, Fiduciary Class
Louisiana Municipal Bond Fund Class A, Class B, Fiduciary Class
Municipal Income Fund Class A, Class B, Fiduciary Class
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
Intermediate Tax-Free Bond Fund Class A, Class B, Fiduciary Class
Ohio Municipal Bond Fund Class A, Class B, Fiduciary Class
Texas Tax-Free Bond Fund Fiduciary Class
West Virginia Tax-Free Bond Fund Fiduciary Class
Kentucky Tax-Free Bond Fund Fiduciary Class
Arizona Tax-Free Bond Fund Fiduciary Class
Treasury Money Market Fund Fiduciary Class
Treasury Only Money Market Fund Fiduciary Class
Government Money Market Fund Fiduciary Class
Tax Exempt Money Market Fund Fiduciary Class
Institutional Prime Money Market Fund Fiduciary Class
Income Fund Class A, Class B, Fiduciary Class
Investor Growth Fund Class A, Class B, Fiduciary Class
Investor Growth & Income Fund Class A, Class B, Fiduciary Class
Investor Aggressive Growth Fund Class A, Class B, Fiduciary Class
Investor Conservative Growth Fund Class A, Class B, Fiduciary Class
Investor Fixed Income Fund Class A, Class B, Fiduciary Class
Investor Balanced Fund Class A, Class B, Fiduciary Class
</TABLE>
