ONE FUND INC
24F-2NT, 1997-08-29
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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

              Read instructions at end of Form before preparing Form.
                              Please print or type.

1. Name and address of issuer:

                              ONE FUND, INC.
                              ONE FINANCIAL WAY
                              CINCINNATI, OH 45242

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

   Equity, Money Market, Bond, Omni, International, Capital Appreciation, 
   Small Cap, Global Contrarian, Agressive Growth, Core Growth, Growth &
   Income, S&P 500 Index, Social Awareness, Strategic Income, Stellar and 
   Relative Value Portfolios

3. Investment Company Act File Number:       811-6675

   Securities Act File Number:               33-47811

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

                                June 30, 1997

5. Check box if this notice is being filed more than 180 days after the close of
   the issuer's fiscal year for purpose 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 (see Instruction A.6):

                              N/A     

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:

                            $ 34,959,738

<PAGE>   2

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

                             $ 34,959,738

11. Number and aggregate sale price of securities issued during the fiscal year
    in connection with dividend reinvestment plans, if applicable (see
    Instruction B.7):

                             $ 2,967,875

12. Calculation of registration fee:

     (i) Aggregate sale price of securities sold during the fiscal
         year in reliance on rule 24f-2 (from Item 10):            $ 34,959,738
                                                                   ------------

     (ii) Aggregate price of shares issued in connection with
          dividend reinvestment plans (from Item 11, if
          applicable):                                             $  2,967,875
                                                                   ------------

    (iii) Aggregate price of shares redeemed or repurchased
          during the fiscal year (if applicable):                  $ 30,181,205
                                                                   ------------

     (iv) Aggregate price of shares redeemed or repurchased
          and previously applied as a reduction to filing fees
          pursuant to rule 24e-2 (if applicable):                  
                                                                   ------------

     (v)  Net aggregate price of securities sold and issued during
          the fiscal year in reliance on rule 24f-2 [line (i),
          plus line (ii), less line (iii), plus line (iv)] if
          applicable:                                              $  7,746,408
                                                                   ------------

     (vi) Multiplier prescribed by Section 6(b) of the Securities
          Act of 1933 or other applicable law or regulation (see
          Instruction C.6):                                        X    1/3,300
                                                                   ------------

    (vii) Fee due [line (i) or line (v) multiplied by line (vi)]:  $      2,347 
                                                                   ------------

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 (17 CFR 202.3a)

                                                                   [ X ]

    Date of mailing or wire transfer of Filing fees to the Commission's lockbox
    depository:

       August 29, 1997

                                  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/ John J. Palmer
                              ------------------------------------
                              John J. Palmer, President
                              ------------------------------------

Date August 28, 1997
- ----------------------
* Please print the name and title of the signing officer below the signature.

<PAGE>   3

[LOGO]  OHIO NATIONAL
        Financial SERVICES(SM)

                                        
                               August 29, 1997

Board of Directors
ONE Fund, Inc.
One Financial Way
Cincinnati, Ohio 45242

Re:   Registration of ONE Fund, Inc. Shares
      Form 24f-2 Notice; Opinion of Counsel

Gentlemen:

In my capacity as legal counsel for ONE Fund, Inc., I have supervised
the organization and continued lawful operation of the Fund and the issuance
of the Fund's capital shares. In such capacity I have also participated in the
preparation of Registration Statements on Form N-1A and the filing of such
Registration Statements under the Securities Act of 1933 and with respect to
the Fund's capital shares.

Based upon such examination of law and such corporation records and other
documents as in my judgment are necessary or appropriate, I am of the opinion
that all necessary and required corporate proceedings have been taken in
connection with the issuance of the presently issued and outstanding Fund
shares, and all such shares have been legally issued and are validly
outstanding, fully paid and nonassessable.

I hereby consent to the filing of this letter as an exhibit to the Form 24F-2
Notice for the Fund.

                                        Sincerely,

                                        /s/ RONALD L. BENEDICT
                                        --------------------------
                                        Ronald L. Benedict
                                        Secretary and Legal Counsel


The Ohio National Life Insurance Company
Ohio National Life Assurance Corporation




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