SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by Registrant x
Filed by Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6 (e) (2))
x Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11 (c) or
240.14a-12
ONE Fund, Inc.
(Name of Registrant as Specified in Its Charter)
ONE Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
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 O-11.
1. Title of each class of securities to which
transaction applies:
2. Aggregate number of securities to which transaction
applies:
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
o-11:*
4. Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is
calculated and state how it was determined.
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as
provided by Exchange Act Rule )-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:
2. Form, Schedule or Registration Statement No.
3. Filing Party:
4. Date Filed:
<PAGE>
Ohio National Financial Services
One Financial Way Post Office Box 237
Cincinnati, Ohio 45242 Cincinnati, Ohio 45201-0237
Telephone: 513-794-6100
ONE FUND
June 24, 1997
Dear ONE Fund Shareholder:
Enclosed are information and a proxy from your ONE Fund Board of
Directors regarding the election of two directors to serve the
remainder of unexpired terms of two retiring directors (Maurice
Kirby and me) and the ratification of KPMG Peat Marwick LLP as
independent public accountants for the Fund. These matters will
be voted upon at the meeting of shareholders to be held on July
24, 1997.
Nominees to your Fund Board are John J. Palmer and Ross Love.
Earlier this year Mr. Palmer joined The Ohio National Life
Insurance Company as Senior Vice President, Strategic
Initiatives. Previously he was a Senior Vice President of Life
Insurance Company of Virginia. Mr. Love currently serves as
President and Chief Executive Officer of Blue Chip Broadcasting,
Ltd. Until 1996 he was Vice President of Advertising for Procter
& Gamble Company. Additional information regarding Messrs. Palmer
and Love is furnished in the Proxy Statement.
Both candidates will bring a wealth of business experience to the
Board and will be outstanding directors. Your Board of Directors
believes the nominees for director are well qualified to serve
your best interests. They recommend you vote FOR the nominees.
They also recommend you ratify the selection of KPMG Peat Marwick
LLP as independent public accountants.
Please complete, sign and return the proxy promptly in the
envelope provided. No postage is required if mailed within the
United States. Your vote is important! As always, we thank you
for your confidence and support.
Sincerely,
/s/ Donald J. Zimmerman
Donald J. Zimmerman
President
<PAGE>
ONE Fund, Inc.
One Financial Way
Montgomery, Ohio 45242
NOTICE OF MEETING OF SHAREHOLDERS
July 24, 1997
A meeting of the shareholders of ONE Fund, Inc. (the "Fund") will
be held at the Fund's offices at One Financial Way, Montgomery,
Ohio on July 24, 1997 at 10:00 a.m. for the following purposes:
1. To elect two Directors to serve the remainder of unexpired
terms of two retiring Directors and until their respective
successors shall have been elected and qualified in accordance
with the by-laws of the Fund;
2. To ratify or reject the selection of KPMG Peat Marwick LLP
as independent public accountants for the Fund for the fiscal
year ending June 30, 1997; and
3. To transact such other business as may properly come before
the meeting.
Shareholders of record at the close of business on June 6, 1997,
are entitled to notice of, and to vote at, the meeting.
For reasons given in the attached Proxy Statement, your Board of
Directors recommends a vote FOR the proposals.
/s/ Ronald L. Benedict
Ronald L. Benedict
Secretary
Montgomery, Ohio
June 24, 1997
<PAGE>
ONE Fund, Inc.
One Financial Way
Cincinnati, Ohio 45242
Proxy Statement
Meeting Of Shareholders
July 24, 1997
This Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of ONE Fund,
Inc. (the "Fund"), for use at the meeting of shareholders of the
Fund to be held on July 24, 1997, and at any and all adjournments
thereof. This statement is being mailed to shareholders of the
Fund on or about June 24, 1997.
Proxies will be solicited primarily by delivering this
statement and its enclosures to the shareholders of record.
Printing, mailing and legal costs of this solicitation will be
borne by the Fund; all other costs will be borne by the
investment adviser, Ohio National Investments, Inc. (the
"Adviser"). No extra compensation will be paid to employees of
the Fund for soliciting proxies.
Each proxy may be revoked at any time prior to being voted by
giving written notice to the Secretary of the Fund, or by the
shareholder's appearing in person at the meeting and notifying
the Secretary of his or her intent to revoke the proxy. Any
later dated proxy will revoke an earlier one. All proxies which
are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions
thereon, if any. If a proxy is returned and no specification is
made, the proxy will be voted in favor of the proposals and for
the election of the Directors.
Each shareholder of record at the close of business on June 6,
1997 is entitled to one vote for each share held. As of June 6,
1997, the number of shares issued and outstanding as to each
portfolio of the Fund were as shown below. Because of its
ownership of a substantial number of shares, The Ohio National
Life Insurance Company ("ONLI") is a controlling person of the
Fund and of each portfolio thereof other than the International
Portfolio. The number of shares owned by ONLI, and their
percentages of all outstanding shares, are shown below.
Total Shares Shares Owned Percent
Portfolio Outstanding by ONLI of Total
Money Market 14,640,606 5,515,918 37.7%
Tax-Free Income 615,165 554,051 90.1
Income 679,418 511,428 75.3
Income & Growth 886,236 348,524 39.3
Growth 769,873 240,532 31.2
Small Cap 394,081 211,609 53.7
International 1,241,493 123 0.0
Global Contrarian 553,713 267,149 48.2
Core Growth 551,328 250,100 45.4
Total for Fund 20,331,913 7,899,434 38.9%
Summary of Proposals
Briefly summarized, the purpose of the meeting is for
shareholders to vote on the following proposals:
1. To elect two Directors. The nominees are listed below
under "Director Nominees." Each nominee will be voted on
separately. The combined votes of the shareholders of all nine
portfolios will apply to the election of each nominee.
2. To ratify or reject the selection of KPMG Peat Marwick LLP
as independent public accountants for the Fund for the fiscal
year ending June 30, 1997. The combined votes of the
shareholders of all nine portfolios will apply to this proposal.
Approval with respect to each issue requires approval by a
majority vote of the eligible shareholders for that issue. Under
the Investment Company Act of 1940 (the "1940 Act"), a majority
vote means the concurrence of the lesser of (a) 67% of the shares
represented in person or by proxy at a meeting where more than
50% of the outstanding shares are so represented or (b) 50% of
all the outstanding shares.
The Fund Board recommends their approval by the shareholders.
Election Of Directors
At the meeting, two Directors are to be elected to hold office
until the 1999 meeting of shareholders and until their respective
successors have been elected and qualified. The nominees for
election as Directors are listed under "Director Nominees." The
Fund has no nominating committee. Nominations are made by the
Board. Each of the candidates for Director will be voted on,
individually, by all the shareholders voting as a whole and not
by portfolios.
It is the intention of the persons named in the enclosed form
of proxy to vote for the election of the nominees. The nominees
have consented to being named in this proxy statement and to
serving as Directors if elected. Should either of them become
unable or unwilling to accept election, the persons named in the
proxy will exercise their voting power in favor of such other
persons as the Board of Directors may recommend. It is not
contemplated that either of the nominees will be unable to serve
if elected.
As of June 6, 1997, Mr. Benedict owned 472 shares of the Fund
and Mr. Zimmerman owned 6,131 shares of the Fund. None of the
other Directors or nominees owned any shares of the Fund as of
that date.
Compensation of Directors
Directors who are not affiliated with ONLI or the Adviser
received aggregate remuneration of $13,800 during 1996. The
Board of Directors met four times and all of the Directors then
serving were present at each of those meetings in 1996. It is
estimated that this remuneration will aggregate $13,800 during
1997. Directors and officers of the Fund who are affiliated with
ONLI or the Adviser receive no compensation from the Fund. For
the fiscal year ending June 30, 1996, the Directors were
compensated as follows:
Aggregate
Compensation Total Compensation
Name and Position From the Fund from Fund Complex*
James E. Baker $ 2,300 $ 7,500
Director
Ronald L. Benedict None None
Director and Secretary
George E. Castrucci $4,600 $15,000
Director
Maurice H. Kirby, Jr. $4,600 $15,000
Director
George M. Vredeveld $2,300 $7,500
Director
Donald J. Zimmerman None None
Director and President
*The "Fund Complex" consists of the Fund and Ohio National Fund, Inc.
("Ohio National Fund").
Committees of the Board
The Board of Directors has no nominating or compensation
committees. These functions are performed by the Board as a
whole. The only committee of the Board is the Audit Committee,
which consists of those Directors who are not affiliated with
ONLI, ONLAC or the Adviser. The functions of the Audit Committee
are to recommend the engagement or discharge of the independent
auditors and to review with the independent auditors the plan and
results of the auditing engagement. The Audit Committee met
twice during 1996. All three of the committee members, and
representatives of the independent auditors, were present for
both meetings.
Director Nominees
Principal Occupation And Director
Name Age Other Positions Since
Ross Love 51 President & CEO, Blue Chip Broadcasting, 1997
Ltd.; Director of the Fund and of Ohio
National Fund; Trustee, Health Alliance
of Greater Cincinnati; Director, Partnership
for a Drug Free America(Chairman of African-
American Task Force); Advisory Board,
Syracuse University School of Management;
Director, Association of National
Advertisers; For 9 years until 1996 was Vice
President of Advertising, Procter & Gamble Co.
John J. 58 Senior Vice President,
Palmer * Strategic Initiatives of ONLI N/A
and ONLAC; President & CEO and Director of
Ohio National Equities, Inc. ("ONE, Inc.");
President & CEO and Director of O.N. Equity
Sales Co.("ONESCO"); President and Director
of O.N. Investment Management Co.;
President-elect of the Fund and of Ohio National
Fund; For 16 years until 1997 was Senior
Vice President of Life Insurance Company
of Virginia.
Continuing Directors
Principal Occupation And Director
Name Age Other Positions Since
Ronald L. 55 Secretary of the Fund; Second Vice 1992
Benedict * President & Counsel of ONLI; Director
and Secretary of ONE, Inc.; Secretary
of the Adviser; Secretary of ONLAC;
Director and Secretary of Ohio National
Fund.
George E. 59 Business consultant and private investor. 1993
Castrucci Formerly President and Chief Operating
Officer of Great American Communications Co.
and Chairman and Chief Executive Officer
of Great American Broadcasting Co.;
Chairman and Director of Baldwin Piano and
Organ Co.; Director of Benchmark Savings
Bank; General Partner of GTOO, LLP;
Director of Ohio National Fund.
George M. 54 Professor of Economics, University of 1996
Vredeveld Cincinnati; Director of the Center for
Economic Education; Private consultant;
Director of Benchmark Savings Bank;
General Partner of GTOO, LLP;
Director of Ohio National Fund.
*Messrs. Benedict and Palmer are "interested persons" within the meaning of the
1940 Act. They are "affiliated persons" of the Fund because they are Fund
officers and Mr. Benedict is Secretary of the Adviser.
Other Officers
Principal Occupation And Director
Name Age Other Positions Since
Joseph P. 61 Vice President of the Fund; Senior Vice 1992
Brom President and Chief Investment Officer of
ONLI and ONLAC; Director and President of
the Adviser; Vice President of Ohio
National Fund.
Michael A. 54 Vice President of the Fund; Vice President, 1992
Boedeker Fixed Income Securities of ONLI and ONLAC;
Director and Vice President of the Adviser;
Vice President of Ohio National Fund.
David G. 43 Vice President of the Fund; Vice President, 1992
McClure Variable Product Sales of ONLI; Vice
President of Marketing of ONESCO; Director
and Vice President of O.N. Investment
Management Co.; Director and Vice President of
ONE Fund, Inc.
Dennis R. 49 Treasurer of the Fund; Financial Officer 1993
Taney of ONLI; Treasurer of the Adviser; Treasurer
of Ohio National Fund.
Stephen T. 43 Vice President of the Fund; Senior Investment 1992
Williams Officer & Portfolio Manager of ONLI; Director
and Vice President of the Adviser; Vice
President of Ohio National Fund.
Donald J. 59 President of the Fund and of Ohio National 1992
Zimmerman Fund; Senior Vice President, Individual
Insurance and Secretary of ONLI and ONLAC.
Investment Advisory Services
The Adviser is a wholly-owned subsidiary of ONLI. Under the
Investment Advisory Agreement between the Adviser and the Fund,
the Adviser regularly furnishes to the Board recommendations with
respect to an investment program consistent with the Fund's
investment policies. Upon approval of an investment program by
the Board, the Adviser implements the program by placing orders
for the purchase and sale of securities. The Adviser also
provides the Fund with office space, necessary clerical personnel
(other than those provided by agreements between the Fund and
Star Bank (Cincinnati, Ohio), which serves as custodian and
American Data Services, Inc. (Huntington, NY) which serves as
transfer agent and servicing agent for the Fund), and services of
executive and administrative personnel.
Under a Service Agreement among the Fund, the Adviser and ONLI,
ONLI has agreed to furnish the Adviser, at cost, such research
facilities, services and personnel as may be needed by the
Adviser in connection with its performance under the Investment
Advisory Agreement. The Adviser has agreed to reimburse ONLI for
its expenses in this regard. The Fund has not paid the Adviser
any compensation for services other than under the Investment
Advisory Agreement during the last fiscal year. The only such
compensation paid to affiliates of the Adviser during the fiscal
year ending June 30, 1996, was $158,923 paid to The O.N. Equity
Sales Co. under the Fund's 12b-1 Plan and $245,079 paid to O.N.
Investment Management Co., the Adviser's predecessor as the
Fund's investment adviser. The address of the Adviser, ONLI,
ONLAC and the Fund is One Financial Way, Cincinnati, Ohio 45242.
The president of the Adviser is Joseph P. Brom. The Adviser's
directors are Mr. Brom, Michael A. Boedeker, Michael D. Stohler
and Stephen T. Williams. Messrs. Brom, Boedeker, Stohler and
Williams are principally employed as investment officers of ONLI.
Messrs. Brom, Boedeker and Williams are also vice presidents of
the Fund. The Adviser's secretary, Ronald L. Benedict, is also
the secretary and a director of the Fund. The business address
of each of these individuals is One Financial Way, Cincinnati,
Ohio 45242.
The Investment Advisory Agreement and Service Agreement were
both entered into as of May 1, 1996. They were submitted to and
approved by the shareholders of the Core Growth Portfolio on
October 31, 1996, by the shareholders of the International
Portfolio on April 30, 1996 and by the shareholders of each of
the other portfolios on March 28, 1996.
As compensation for its services, the Adviser receives from the
Fund annual fees on the basis of each portfolio's average daily
net assets during the quarterly period for which the fees are
paid based on the following schedule: (a) for those assets held
in the Income, Income & Growth and Growth Portfolios, the fee is
at an annual rate of 0.50% of the first $100 million of those
assets in each portfolio, 0.40% of the next $150 million and
0.30% of assets over $250 million; (b) as to assets held in the
Money Market Portfolio, the fee is at an annual rate of 0.30% of
the first $100 million of such assets, 0.25% of the next $150
million, and 0.20% of assets over $250 million; (c) for assets
held in the Tax-Free Income Portfolio, the fee is at an annual
rate of 0.60% of the first $100 million of those assets, 0.50% of
the next $150 million, and 0.40% of assets over $250 million; (d)
for assets held in the Small Cap Portfolio, the fee is at an
annual rate of 0.65% of the first $100 million, 0.55% of the next
$150 million, and 0.45% of assets over $250 million; (e) for
assets held in the International and Global Contrarian
Portfolios, the fee is at an annual rate of 0.90% of assets in
each portfolio; and (f) for assets held in the Core Growth
Portfolio, the fee is at an annual rate of 0.95% of the first
$150 million of assets and 0.80% of assets over $150 million.
However, the Adviser is presently voluntarily waiving 0.15% of
its fees in connection with the Money Market, Tax-Free Income,
Income, Income & Growth, Growth, and Small Cap Portfolios.
Under the Investment Advisory Agreement, the Fund authorizes
the Adviser to retain sub-advisers for the International, Global
Contrarian and Core Growth Portfolios, subject to the approval of
the Fund's Board of Directors. The Adviser has entered into a
Sub-advisory Agreement with Societe Generale Asset Management
Corp. to manage the investment and reinvestment of the
International and Global Contrarian Portfolios' assets, subject
to the supervision of the Adviser. As compensation for their sub-
advisory services, Societe Generale Asset Management Corp.
receives from the Adviser fees at the annual rate of 0.75% of
each of those Portfolios' average daily net assets during the
month for which the fee is paid.
The Adviser has entered into a Sub-Advisory Agreement with
Pilgrim Baxter & Associates, Ltd. to manage the investment and
reinvestment of the Core Growth Portfolio's assets, subject to
the supervision of the Adviser. As compensation for their sub-
advisory services, Pilgrim Baxter & Associates, Ltd. receives
from the Adviser compensation at the annual rate of 0.75% of the
first $50 million, 0.70% of the next $100 million and 0.50% of
the average daily net assets of that portfolio in excess of $150
million during the month for which the fee is paid. This Sub-
Advisory Agreement was approved by the shareholders of the Core
Growth Portfolio on October 31, 1996.
The Sub-Advisory Agreements were approved by the shareholders
of the International, Global Contrarian and Core Growth
Portfolios on the same dates as listed above for approval of the
Investment Advisory Agreement.
All of these agreements are reviewed and approved for
continuance by the Board of Directors each year. The agreements
were most recently reviewed by the Board and approved for
continuance on August 22, 1996 (the Board initially approved the
agreements for the Core Growth Portfolio on that date), by a
unanimous vote of all the Directors cast in person at a Board
meeting called for the purpose of voting on that continuance and
approval. Each of these agreements provides for automatic
termination in the event of its assignment.
In addition to the Fund, the Adviser is also the investment
adviser to Ohio National Fund, which presently consists of the
following portfolios:
Ohio National Fund
Portfolio Assets (6/6/97)
Equity $262,210,373
Money Market 24,740,313
Bond 19,815,232
Omni 167,642,888
International 162,910,815
Capital Appreciation 46,964,580
Small Cap 44,168,061
Global Contrarian 14,168,742
Aggressive Growth 14,769,005
Core Growth 6,375,261
Growth & Income 5,276,046
S&P 500 Index 8,951,080
Social Awareness 2,438,138
Strategic Income 2,176,030
Stellar 2,340,122
Relative Value 2,975,425
As compensation for its services to Ohio National Fund, the
Adviser receives from Ohio National Fund annual fees on the basis
of each portfolio's average daily net assets during the quarterly
period for which the fees are paid based on the following
schedule: (a) for each of the Equity, Bond, Omni and Social
Awareness Portfolios, 0.60% of the first $100 million of each of
those Portfolios' net assets, 0.50% of the next $150 million of
net assets, 0.45% of the next $250 million of net assets, 0.40%
of the next $500 million of net assets, 0.30% of the next $1
billion of net assets, and 0.25% of net assets over $2 billion;
(b) for the Money Market Portfolio, 0.30% of the first $100
million of net assets, 0.25% of the next $150 million of net
assets, 0.23% of the next $250 million of net assets, 0.20% of
the next $500 million of net assets, and 0.15% of net assets over
$1 billion; (c) for the International, Global Contrarian and
Relative Value Portfolios, 0.90% of each Portfolio's net assets;
(d) for the Capital Appreciation, Small Cap, Aggressive Growth
and Strategic Income Portfolios, 0.80% of each Portfolio's net
assets; (e) for the Core Growth Portfolio, 0.95% of the first
$150 million of net assets, and 0.80% of net assets over $150
million; (f) for the Growth & Income Portfolio, 0.85% of the
first $200 million of net assets, and 0.80% of net assets over
$200 million; (g) for the S&P 500 Index Portfolio, 0.40% of the
first $100 million of net assets, 0.35% of the next $150 million
of net assets, and 0.33% of net assets over $250 million; and (h)
for the Stellar Portfolio, 1.00% of that Portfolio's net assets.
However, as to the Money Market Portfolio of Ohio National Fund,
the Adviser is presently waiving any of its fee in excess of
0.25%.
Ratification Of Selection Of Auditor
The Board of Directors, including all Directors who are not
"interested persons" of the Fund, have selected KPMG Peat Marwick
LLP as independent auditors for the Fund with respect to its
operations for the fiscal year ending June 30, 1997. Their
selection is submitted for ratification or rejection by the
shareholders. KPMG Peat Marwick LLP have been the independent
auditors for the Fund since its organization and do not have any
direct or indirect financial interest in the Fund.
Representatives of KPMG Peat Marwick LLP are expected to attend
the shareholders' meeting. They will have the opportunity to
make a statement if they desire to do so, and they are expected
to be available to respond to appropriate questions. The
ratification of the selection of the independent auditors will be
voted on by all the shareholders voting as a whole and not by
portfolios.
Other Matters Which May Come Before Meeting
Management is not aware of any other matters which may come
before the meeting. If, however, any other matter properly comes
before the meeting, it is the intention of the persons named in
the accompanying form of proxy to vote the proxy in accordance
with their judgment on such matters.
Financial Statements
The Fund's annual and semi-annual reports are sent to all
shareholders. The Fund's most recent annual and semi-annual
reports are also available free upon request by contacting ONE
Fund, Inc., P.O. Box 237, Cincinnati, Ohio 45201 (telephone 1-800-
578-8078).
Shareholder Proposals
As a registered investment company incorporated under Maryland
law, the Fund is not required to hold annual meetings of
shareholders. The Fund generally intends to hold a meeting of
shareholders every three years for the purpose of electing
Directors and it will hold special meetings as required or deemed
desirable. The date of the next meeting for the purpose of
electing Directors cannot be stated with certainty, but it is
anticipated to be during the first quarter of 1999. A
shareholder may have included in the proxy statement for the next
meeting of shareholders certain proposals for shareholder action
with he or she intends to introduce at such meeting. Notice of
any shareholder proposal must be received by the Fund no later
than 120 days prior to a meeting of shareholder in order for the
proposal to be included in the proxy solicitation materials for
that meeting.
<PAGE>
ONE Fund, Inc.
I (we) acknowledge receipt of a copy of the Notice of
Shareholders' Meeting, Proxy Statement and semi-annual report,
and appoint each of Ronald L. Benedict and Donald J. Zimmerman to
be my (our) proxies and attorneys with full power of substitution
and revocation to vote my (our) ONE Fund, Inc. shares at the
meeting of shareholders to be held on July 24, 1997, and at any
adjournments thereof, as specified below, and in accordance with
their best judgment on any other business that may properly come
before the meeting. This proxy relates to a solicitation by the
Board of Directors.
1. To elect the following as Directors:
A. _____For _____ or Against Ross Love
B. _____For ----- or Against John Palmer
2. To ratify the selection of KPMG Peat Marwick LLP as
independent public accountants:
_____For _____ or Against _____ or Abstain
Dated ____________________ , 1997___________________________________________
Signature of Shareholder(s)
Please sign your name as it appears on the back of this form. If
signing for an estate, trust or corporation, state your title or
capacity. If joint owners, each should sign. Please return this
proxy in the envelope provided.
