<PAGE> 1
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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
THE ONE GROUP
3435 Stelzer Road
Columbus, OH 43219
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Michael V. Wible, Esq.
BANC ONE CORPORATION
100 E. Broad Street
Columbus, OH 43271-0158
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ....N/A
(2) Aggregate number of securities to which transaction applies: .......N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): .....N/A
(4) Proposed maximum aggregate value of transaction: ...................N/A
(5) Total fee paid: ....................................................N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ............................................N/A
(2) Form, Schedule or Registration Statement No.: ......................N/A
(3) Filing Party: ......................................................N/A
(4) Date Filed: ........................................................N/A
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<PAGE> 2
THE ONE GROUP(R)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 10, 1997
Notice is hereby given that a Special Meeting of the Shareholders ("Special
Meeting") of The One Group Income Bond Fund (the "Fund"), will be held at 10:00
am. (Eastern Time) at 3435 Stelzer Road, Columbus, Ohio 43219, for the following
purposes:
1. To approve an amendment in the investment objective of the Fund as set
forth below:
The Fund seeks a high level of current income by investing primarily in
a diversified portfolio of high, medium and low grade debt securities.
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each Shareholder is invited to attend the Special
Meeting in person.
Shareholders of record at the close of business on March 5, 1997 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
George O. Martinez
Secretary
March , 1997
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE MARK, SIGN, DATE,
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT
THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
<PAGE> 3
THE ONE GROUP(R)
3435 Stelzer Road
Columbus, Ohio 43219
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 10, 1997
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of The One Group on behalf of The One Group Income Bond Fund (the
"Fund"). The proxy is revocable at any time before it is voted by sending
written notice of the revocation or a subsequently executed proxy to The One
Group. The proxy also can be revoked by attending and voting in person at the
Special Meeting of Shareholders of the Fund on April 10, 1997 at 10:00 a.m.
(Eastern Time) at 3435 Stelzer Road, Columbus, Ohio 43219 (such meeting and any
adjournment thereof is referred to herein as the "Special Meeting"). The cost of
these proxy materials has been or is to be borne by The One Group. Proxy
solicitations will be made primarily by mail, but also may be made by telephone,
telegraph, or personal interview conducted by certain officers or employees of
The One Group or The One Group Services Company, the Fund's administrator and
distributor. Proxies may be given and transmitted by facsimile or phone. In the
event that the Shareholder signs and returns the proxy ballot, but does not
indicate a choice as to any of the items on the proxy ballot, the proxy
attorneys will vote those Shares in favor of such proposal(s).
Only Shareholders of record of the Fund at the close of business on March
5, 1997 will be entitled to vote at the Special Meeting. On March 5, 1997, the
Fund had 77,403,495.268 shares outstanding. Each share of the Fund is entitled
to one vote on each matter to be acted upon at the Special Meeting. Each
fractional share is entitled to a proportionate fractional vote.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Investment Company Act of 1940 (the "1940 Act"), the vote necessary to
approve the matter under consideration may be determined with reference to a
percentage of votes present at the Special Meeting. This would have the effect
of treating abstentions and non-votes as if they were votes against the
proposal.
The One Group's executive offices are located at 3435 Stelzer Road,
Columbus, Ohio 43219. Banc One Investment Advisors Corporation ("Banc One
Advisors") serves as investment adviser and sub-administrator to the Fund.
This proxy statement and the enclosed Notice of Special Meeting and form of
Proxy are first being mailed to Shareholders of record on or about March ,
1997.
A COPY OF THE ONE GROUP'S ANNUAL REPORT DATED JUNE 30, 1996, AND
SEMI-ANNUAL REPORT DATED DECEMBER 31, 1996, ARE AVAILABLE UPON REQUEST FROM THE
ONE GROUP SERVICES COMPANY AT THE ABOVE ADDRESS AND ALSO MAY BE OBTAINED WITHOUT
CHARGE BY CALLING 1-800-480-4111.
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<PAGE> 4
INTRODUCTION
This Special Meeting is being called for the following purposes:
(1) to approve an amendment in the investment objective of the Fund as set
forth below:
The Fund seeks a high level of current income by investing primarily in
a diversified portfolio of high, medium and low grade debt securities.
(2) to transact any such other business as may properly come before the
Special Meeting or any adjournment thereof.
Approval of Proposals (1) and (2) require the affirmative vote of the
lesser of: (a) 67% or more of the outstanding Shares of the Fund present at the
Special Meeting, if the holders of more than 50% of the outstanding Shares are
present or represented by proxy, or (b) more than 50% of the outstanding Shares
of the Fund.
PROPOSAL (1) -- APPROVAL OF AN
AMENDMENT IN THE INVESTMENT
OBJECTIVE OF THE FUND
On February 20, 1997, the Trustees of The One Group, including a majority
of the Trustees who are not interested persons of The One Group or Banc One
Advisors, as defined in the 1940 Act, unanimously approved an amendment in the
investment objective of the Fund. Under the proposed investment objective, the
Fund would be permitted to invest in high yield bonds and similar securities in
the lower rating categories. High yield securities are commonly known as "junk
bonds." A focus on lower rated corporate bonds, augmented by participations in
mortgages and other corporate debt, could enable the Fund to increase yield and
total return. The Fund does not intend to invest more than 30% of its total
assets in high yield securities. While the Fund does not intend to modify this
limitation in the foreseeable future, Shareholders will receive advance notice
of any change in policy.
CURRENT INVESTMENT OBJECTIVE:
To seek a high level of current income by investing in a portfolio of high
and medium grade fixed-income securities.
CURRENT PERMISSIBLE INVESTMENTS:
The Fund currently invests at least 80% of total assets in debt securities
of all types. In addition, up to 20% of the Fund's total assets may be invested
in preferred stocks. The Fund also may purchase taxable and tax-exempt municipal
securities. All debt securities and preferred stock currently purchased by the
Fund are rated as "investment grade" by a nationally recognized rating agency at
the time of investment or, if unrated, determined by Banc One Advisors to be of
comparable quality. Investment grade debt securities are those rated in the four
highest rating categories, for example, BBB or better by Standard & Poors Rating
Services ("S&P"), and Baa or better by Moody's Investor Services, Inc
("Moody's"). A description of each rating by S&P and Moody's can be found below
in "Description of Ratings." Municipal Securities purchased by the Fund, if
bonds, must be investment grade or, if unrated, determined by the Advisor to be
of comparable quality. Other municipal securities, such as tax-exempt commercial
paper, notes and variable rate demand obligations, purchased by the Fund, must
be rated in the highest or second highest investment grade categories at the
time of investment or, if unrated, determined by Banc One Advisors to be of
comparable quality.
For a complete discussion of the permissible investments for the Fund,
please refer to Page 20 of the Fund's prospectus dated November 1, 1996.
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<PAGE> 5
PROPOSED INVESTMENT OBJECTIVE:
To seek a high level of current income by investing primarily in a
diversified portfolio of high, medium and low grade debt securities.
PROPOSED ADDITIONAL PERMISSIBLE INVESTMENTS:
Consistent with the proposed objective, the Fund normally will invest at
least 70% of its total assets in debt securities of all types rated as
investment grade at the time of investment or, if unrated, determined by Banc
One Advisors to be of comparable quality. In addition, up to 30% of the Fund's
total assets may be invested in convertible securities, preferred stock, loan
participations, and debt securities rated below investment grade or, if unrated,
determined by Banc One Advisors to be of comparable quality. Although the Fund
does not have a present intention to do so, the proposed investment objective
will permit the Fund to hold certain non-fixed income instruments.
Securities rated below investment grade are called "high yield bonds,"
"non-investment grade bonds" and "junk bonds." These securities are rated in the
fifth or lower rating categories, for example, BB or lower by S&P and Ba or
lower by Moody's, and are considered to have predominately speculative
characteristics. Even though it may invest in debt securities in all rating
categories, the Fund will not invest more than 20% of its total assets in
securities rated below the fifth rating category.
Generally, lower rated debt securities provide a higher yield than higher
rated debt securities of similar maturity, but are subject to a greater degree
of risk with respect to the ability of the issuer to meet its principal and
interest obligations. Issuers of high yield securities may not be as strong
financially as those issuing higher rated securities. Such high yield issuers
may include smaller, less creditworthy companies or highly indebted firms. These
high yield securities are regarded as predominately speculative.
The market value of high yield securities may fluctuate more than the
market value of higher rated securities, since high yield securities tend to
reflect short-term corporate and market developments to a greater extent than
higher rated securities. Thus, periods of economic uncertainty and changes can
be expected to result in the increased volatility of market prices of high yield
bonds and of the investment company's net asset value. Additional risks of high
yield securities include limited liquidity and secondary market support. As a
result, the prices of high yield securities may decline rapidly in the event
that a significant number of holders decide to sell. Issuers of high yield
securities also are more vulnerable to real or perceived economic changes,
political changes or adverse developments specific to the issuer. A projection
of an economic downturn, for example, could cause a decline in high yield prices
because the advent of a recession could lessen the ability of a highly leveraged
company to make principal and interest payments on its debt securities. In the
event of a default, the Fund would experience a reduction of its income and
could expect a decline in the market value of the defaulted securities. In
addition, a long-term track record on bond default rates, such as that for
investment grade corporate bonds, does not exist for the high yield market. It
may be that future default rates on high yield bonds will be more widespread and
higher than in the past, especially during periods of deteriorating economic
conditions. Finally, the market prices of debt securities generally fluctuate
with changes in interest rates so that the Fund's net asset value can be
expected to decrease as long-term interest rates rise and to increase as
long-term rates fall. The market prices of high yield securities structured as
zero coupon or pay-in-kind securities are generally affected to a greater extent
by interest rate changes and tend to be more volatile than securities which pay
interest periodically.
Credit quality in the high yield bond market can change suddenly and
unexpectedly, and even recently issued credit ratings may not fully reflect the
actual risks posed by a particular high yield security. For these reasons, it is
the Fund's policy not to rely solely on ratings issued by established credit
rating agencies, but to utilize such ratings in conjunction with Banc One
Advisors's independent and ongoing review of credit quality.
Because investments in lower rated securities involve greater investment
risk, achievement of the Fund's investment objectives may be more dependent on
Banc One Advisors's credit analysis than would be the case if the Fund were
investing in higher rated securities. The Fund may seek to hedge investments
through
3
<PAGE> 6
transactions in options, futures contracts and related options. The Fund also
may use swap agreements to further manage exposure to lower rated securities.
If Shareholders approve the proposed amendment to the Fund's investment
objective, the Fund may purchase the additional types of high yield investments
listed below. These investments, along with those currently listed in the Fund's
prospectus, may be changed at any time without advance notice to Shareholders.
Of course, if changes are made, Shareholders will receive a prospectus
reflecting such changes.
Zero-coupon debt securities -- Like all zero coupon securities, high yield
zero coupon securities bear no interest, but are issued at a discount from their
value at maturity. When held to maturity, their entire return equals the
difference between their issue price and their maturity value. Because
zero-coupon bonds do not pay current interest, their value is generally subject
to greater fluctuation in response to changes in market interest rates than
bonds that pay interest currently. Even though zero coupon bonds do not pay
current interest in cash, the Fund is nonetheless required to accrue interest
income on such investments and to distribute such amounts at least annually to
shareholders. Thus, the Fund could be required at times to liquidate other
investments in order to satisfy its dividend requirements.
Zero-fixed-coupon debt securities -- These securities are zero-coupon debt
securities which convert on a specified date to interest-bearing debt
securities.
Loan Participations and Assignments -- Large loans to corporations or to
governments, including governments of the less developed countries ("LDCs"), may
be shared or syndicated among several lenders, usually banks. The Fund's
investments in loans are expected in most instances to be in the form of loan
participations or assignments of all or a portion of loans from third parties.
In a participation, the Fund will have the right to receive payments of
principal, interest and any fees to which it is entitled only from the lender
selling the participation and only upon the lender's receipt of payments from
the borrower. As a result, the Fund may be subject to the credit risk of both
the borrower and the lender. With respect to LDC borrowers, the risk is that the
governmental entity responsible for repayment of the debt may be unable or
unwilling to do so. Because loan participations and assignments are illiquid,
the Fund will not invest more than 15% of its total assets in loan
participations, assignments and other illiquid securities. In addition, the Fund
may have difficulty disposing of assignments and participations where
disposition involves assigning such interests to third parties.
DESCRIPTION OF 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.
STANDARD & POOR'S RATINGS SERVICES
Investment Grade
Bonds rated AAA have the highest rating S&P assigns to a debt obligation.
Such a rating indicates an extremely strong capacity to pay interest and repay
principal. 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 rated BBB by S&P are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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.
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<PAGE> 7
Speculative Grade
Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
Bonds rated B have a greater vulnerability to default but currently have
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.
Bonds rated CCC have a currently identifiable vulnerability to default, and
are dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, they are not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC rating.
The rating C typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC- rating. The C rating may be used to cover
a situation where a bankruptcy petition has been filed, but debt service
payments are continued.
The rating C1 is reserved for income bonds on which no interest is being
paid.
Bonds rated D are in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grace period. The D rating also will
be used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
Plus (+) or minus (-). Ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
MOODY'S INVESTOR SERVICE, INC.
Investment Grade
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 edged." 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
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.
Bonds that are rated Baa by Moody's 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.
5
<PAGE> 8
Changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity of the issuers of securities rated BBB or Baa to
make principal and interest payments than is the case with higher grade
securities.
Non-Investment Grade
Bonds rated Ba are judged to have speculative elements; their future cannot
be considered as well-assured. The protection of interest and principal payments
may be very moderate and thereby not well safeguarded during good and bad times
over the future. Uncertainty of position characterizes bonds in this class.
Bonds rated B lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over any long period of time may be small).
Bonds rated Caa have poor standing and may be in default. These bonds carry
an element of danger with respect to principal and interest payments. Bonds
rated Ca are speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating. Bonds in this category have
extremely poor prospects of ever attaining any real investment standing.
* * * * *
Unrated securities will be treated as non-investment grade securities
unless Banc One Advisors determines that such securities are the equivalent of
investment grade securities. Securities that have received different ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.
----------------------------------------------------------------------
The Trustees believe that the proposed change in the investment objective
of the Fund and the attendant changes in the permitted investments of the Fund
provide the flexibility necessary to permit the Fund to respond to changing
interest rate environments. The expanded investment objective will allow the
Fund to continue to pursue a goal of high current income.
If the proposed change in the investment objective of the Fund is approved
by Shareholders, it will become effective on or about June 15, 1997. In the
event that the holders of a majority of the outstanding Shares of the Fund vote
against the proposal, the present investment objective will continue in effect
and the Trustees will determine what further actions, if any, are to be taken in
the best interests of the Shareholders.
Set forth below is the investment objective of the Fund, as proposed
to be amended:
The Fund seeks a high level of current income by investing in a
diversified portfolio of high, medium and low grade debt securities.
THE TRUSTEES OF THE ONE GROUP UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
TO APPROVE THE AMENDMENT OF THE INVESTMENT OBJECTIVE OF THE INCOME BOND FUND.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the special Meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement, the only business
which the management intends to present or knows that others will present is the
business stated in the Notice of Special Meeting. If any other matters lawfully
come before the Special Meeting, and in all procedural matters at the Special
Meeting, the enclosed Proxy shall be voted in accordance with the best judgement
of the persons named as proxies, or their substitutes, present at the Special
Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the
6
<PAGE> 9
proposals have not been received, the persons named as proxies may propose one
or more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to any such proposal. All such adjournments will require
the affirmative vote of a majority of the Shares present in person or by proxy
at the session of the Special Meeting to be adjourned. The persons named as
proxies will vote those proxies that they are entitled to vote in favor of the
proposal, in favor of such an adjournment, and will vote those proxies required
to be voted against the proposal, against any such adjournment. A vote may be
taken on one or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes for its or their approval have been received and
it is otherwise appropriate.
INFORMATION ABOUT BANC ONE ADVISORS
Banc One Advisors, an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, is located at 1111 Polaris Parkway, Columbus, Ohio 43271-0211. As
of December 31, 1996, Banc One Advisors, together with its advisory affiliates,
acted as investment adviser for approximately $41 billion in assets, of which
over $15 billion is in The One Group.
INFORMATION ABOUT THE ONE GROUP SERVICES COMPANY
The One Group Services Company, a wholly owned subsidiary of BISYS Group,
Inc., serves as the Fund's distributor under a distribution agreement with The
One Group. Under the distribution agreement, shares of the Fund are sold on a
continuous basis. The One Group Services Company and The One Group are also
parties to a management and administration agreement relating to the Fund. Under
the terms of the management and administration agreement, The One Group Services
Company is responsible for providing The One Group with administrative services
(other than investment advisory services), including regulatory reporting and
all necessary office space, equipment, personnel and facilities. The One Group
Services Company is located at 3435 Stelzer Road, Columbus, Ohio 43219.
ADDITIONAL INFORMATION
DIRECTORS OF THE FUNDS
None of the directors or officers of the Fund hold positions with Banc One
Advisors, or have an interest in Banc One Advisors or in a person controlling,
controlled by or under common control with Banc One Advisors.
BENEFICIAL OWNERS
As a group, the Officers and Trustees of the Fund own less than 1% of the
outstanding shares of the Fund.
The following list indicates the percentage ownership of the Shareholders
who, to the best knowledge of the Fund, are the beneficial owners of more than
5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
TYPE OF NAME & PERCENTAGE
CLASS OWNERSHIP ADDRESS OF OWNERSHIP
- ---------- ----------- --------------------------------- ------------
<S> <C> <C> <C>
Fiduciary Record Strafe & Co. 65.30%
c/o Bank One Trust Co.
Attn: Mutual Funds
100 E. Broad Street
Columbus, OH 43215-3607
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
TYPE OF NAME & PERCENTAGE
CLASS OWNERSHIP ADDRESS OF OWNERSHIP
- ---------- ----------- --------------------------------- ------------
<S> <C> <C> <C>
Fiduciary Record Clark & Co. 28.76%
Database 2 -- Attn: One
Group/Cash
235 W. Schrock Rd.
Westerville, OH 43081-2874
A Record Dean Witter FBO 9.14%
Alpert Corp. Money Purchase Plan
Steven Kurtz TTEE
5 World Trade Center 6th Floor
New York, NY 10048-0205
A Record Dean Witter FBO 6.87%
Signal Soft Corp
1655 Walnut Street #660
Boulder, CO 86302-5436
</TABLE>
The One Group believes that as of March 5, 1997, BANC ONE CORPORATION (100
East Broad Street, Columbus, OH 43271), through its affiliates, owned of record
substantially all the Fiduciary Class shares of the Fund. The One Group believes
that as of the same date, BANC ONE CORPORATION, through its affiliates,
possessed on behalf of its underlying accounts, voting or investment power with
respect to % of the Fiduciary Class shares of the Fund. As a consequence,
BANC ONE CORPORATION may be deemed to be a controlling person of the Fiduciary
Class shares of the Fund under the Investment Company Act of 1940.
Dated: March , 1997
IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY
EXPENSE AND DELAY. FOR YOUR CONVENIENCE, NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED STATES.
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<PAGE> 11
THE ONE GROUP(R) INCOME BOND FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE ONE GROUP.
The undersigned hereby appoints Mark S. Redman and George O. Martinez each
of them with full power of substitution as proxies of the undersigned, to vote,
as designated below, at the Special Meeting of Shareholders of The One Group
Income Bond Fund (the "Fund") on April 10 , 1997 at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof, all of the units of beneficial interest
in the Fund which the undersigned would be entitled to vote upon the following
matter if personally present.
1. Approval of an Amendment in the Investment Objective of the Fund as set
forth below:
The Fund seeks a high level of current income by investing primarily
in a diversified portfolio of high, medium and low grade debt securities.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
( ) ( ) ( )
</TABLE>
2. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
( ) ( ) ( )
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR SUCH PROPOSAL (l). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH Joint
owner must sign the proxy. When signing as executor, administrator, attorney,
trustee or guardian, or as custodian for a minor, please give the FULL title of
such. If a corporation, please give the FULL corporate name and indicate the
signer's office. If a partner, please sign in the partnership name.
___________________________
Signature of Shareholder(s)
__________________________
Signature of Shareholder(s)
Dated:______________, 1997.
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
10
