Exhibit (7)(c)
DISTRIBUTION AGREEMENT
AGREEMENT dated November 1, 1995, as re-executed December 13, 1995, between
The One Group (the "Trust"), a Massachusetts business trust having its principal
place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and The One
Group Services Company ("Distributor") having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is an open-end management investment company, organized
as a Massachusetts business trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940
(the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest ("Shares") of each of the investment portfolios of
the Trust identified in Schedule A hereto as such Schedule may be amended from
time to time (such portfolios being referred to individually as a "Fund" and
collectively as the "Funds").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS DISTRIBUTOR.
1.1 Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectus of the Trust then in effect
under the Securities Act of 1933, as amended (the "Securities Act"). As used in
this Agreement, the term "registration statement" shall mean Parts A (the
prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term
"prospectus" shall mean each form of prospectus and Statement of Additional
Information used by the Funds for delivery to shareholders and prospective
shareholders after the effective dates of the above referenced registration
statements, together with any amendments and supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Trust understands
that Distributor is now and may in the future be the distributor of the shares
of several investment companies or series (together, "Companies") including
Companies having investment objectives similar to those of the Trust. The Trust
further understands that investors and potential investors in the Trust may
invest in shares of such other Companies. The Trust agrees that Distributor's
duties to such Companies shall not be deemed in conflict with its duties to the
Trust under this paragraph 1.2.
Distributor may finance appropriate activities which it deems reasonable
which are primarily intended to result in the sale of the Shares, including, but
not limited to, advertising, and the compensation of underwriters, dealers and
sales personnel.
1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under the
Securities Exchange Act of 1934.
1.4 Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent and custodian for the Funds.
1.5 Whenever in their judgment such action is warranted by unusual market,
economic or political conditions, or by abnormal circumstances of any kind, the
Trust's officers may decline to accept any orders for, or make any sales of, the
Shares until such time as those officers deem it advisable to accept such orders
and to make such sales.
1.6 Distributor will act only on its own behalf as principal if it chooses
to enter into selling agreements with selected dealers or others.
1.7 The Trust agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all actions that
may be reasonably necessary in connection with the qualification of the Shares
for sale in such states as Distributor may designate.
1.8 The Trust shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish Distributor
upon request with: (a) unaudited semi-annual statements of the Funds' books and
accounts prepared by the Trust, (b) a monthly itemized list of the securities in
the Funds, (c) monthly balance sheets as soon as practicable after the end of
each month, and (d) from time to time such additional information regarding the
financial condition of the Funds as Distributor may reasonably request.
1.9 The Trust represents to Distributor that, with respect to the Shares,
all registration statements and prospectuses filed by the Trust with the
Commission under the Securities Act have been carefully prepared in conformity
with requirements of said Act and rules and regulations of the Commission
thereunder. The registration statement and prospectus contain all statements
required to be stated therein in conformity with said Act and the rules and
regulations of said Commission and all statements of fact contained in any such
registration statement and prospectus are true and correct. Furthermore,
neither any registration statement nor any prospectus includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading to a
purchaser of the Shares. The Trust may, but shall not be obligated to, propose
from time to time such amendment or amendments to any registration statement and
such supplement or supplements to any prospectus as, in the light of future
developments, may, in the opinion of the Trust's counsel, be necessary or
advisable. If the Trust shall not propose such amendment
or amendments and/or supplement or supplements within fifteen days after receipt
by the Trust of a written request from Distributor to do so, Distributor may, at
its option, terminate this Agreement. The Trust shall not file any amendment to
any registration statement or supplement to any prospectus without giving
Distributor reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Trust's right to
file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.10 The Trust authorizes Distributor and dealers to use any prospectus in
the form furnished from time to time in connection with the sale of the Shares.
The Trust agrees to indemnify, defend and hold Distributor, its several officers
and employees, and any person who controls Distributor within the meaning of
Section 15 of the Securities Act free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which Distributor, its partners and employees, or any
such controlling person, may incur under the Securities Act or under common law
or otherwise, arising out of or based upon any untrue statement, or alleged
untrue statement, of a material fact contained in any registration statement or
any prospectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in either any
registration statement or any prospectus or necessary to make the statements in
either thereof not misleading; provided, however, that the Trust's agreement to
indemnify Distributor, its partners or employees, and any such controlling
person shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of any statements or representations as are contained in any
prospectus and in such financial and other statements as are furnished in
writing to the Trust by Distributor and used in the answers to the registration
statement or in the corresponding statements made in the prospectus, or arising
out of or based upon any omission or alleged omission to state a material fact
in connection with the giving of such information required to be stated in such
answers or necessary to make the answers not misleading; and further provided
that the Trust's agreement to indemnify Distributor and the Trust's
representations and warranties hereinbefore set forth in paragraph 1.9 shall not
be deemed to cover any liability to the Trust or its Shareholders to which
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
Distributor's reckless disregard of its obligations and duties under this
Agreement. The Trust's agreement to indemnify Distributor, its officers and
employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Trust being notified of any action brought against
Distributor, its officers or employees, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Trust at its
principal office in Columbus, Ohio and sent to the Trust by the person against
whom such action is brought, within 10 days after the summons or other first
legal process shall have been served. The failure to so notify the Trust of any
such action shall not relieve the Trust from any liability which the Trust may
have to the person against whom such action is brought by reason of any such
untrue, or allegedly untrue, statement or omission, or alleged omission,
otherwise than on account of the Trust's indemnity agreement contained in this
paragraph 1.10. The Trust will be entitled to assume the defense of any suit
brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Trust and approved by Distributor, which
approval shall not be unreasonably withheld. In the event the Trust elects to
assume the defense of any such suit and retain counsel of good standing approved
by Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case
Distributor reasonably does not approve of counsel chosen by the Trust, the
Trust will reimburse Distributor, its officers and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Distributor or them. The Trust's
indemnification agreement contained in this paragraph 1.10 and the Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Distributor, its partners and employees, or any controlling person, and shall
survive the delivery of any Shares.
This Agreement of indemnity will inure exclusively to Distributor's
benefit, to the benefit of its several officers and employees, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Trust agrees promptly to notify Distributor of the commencement
of any litigation or proceedings against the Trust or any of its officers or
Trustees in connection with the issue and sale of any Shares.
1.11 Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its officers or Trustees
or any such controlling person, may incur under the Securities Act or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Trust, its officers or Trustees or such controlling person
resulting from such claims or demands, shall arise out of or be based upon any
untrue, or alleged untrue, statement of a material fact contained in information
furnished in writing by Distributor to the Trust and used in the answers to any
of the items of the registration statement or in the corresponding statements
made in the prospectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with such information
furnished in writing by Distributor to the Trust required to be stated in such
answers or necessary to make such information not misleading. Distributor's
agreement to indemnify the Trust, its officers and Trustees, and any such
controlling person, as aforesaid, is expressly conditioned upon Distributor
being notified of any action brought against the Trust, its officers or
Trustees, or any such controlling person, such notification to be given by
letter or telegram addressed to Distributor at its principal office in Columbus,
Ohio, and sent to Distributor by the person against whom such action is brought,
within 10 days after the summons or other first legal process shall have been
served. Distributor shall have the right of first control of the defense of
such action, with counsel of its own choosing, satisfactory to the Trust, if
such action is based solely upon such alleged misstatement or omission on
Distributor's part, and in any other event the Trust, its officers or Trustees
or such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure to so
notify Distributor of any such
action shall not relieve Distributor from any liability which Distributor may
have to the Trust, its officers or Trustees, or to such controlling person by
reason of any such untrue or alleged untrue statement, or omission or alleged
omission, otherwise than on account of Distributor's indemnity agreement
contained in this paragraph 1.11.
1.12 No Shares shall be offered by either Distributor or the Trust under
any of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission; provided, however, that
nothing contained in this paragraph 1.12 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any Shareholder in accordance with the provisions of the Trust's prospectus,
Agreement and Declaration of Trust, or Bylaws.
1.13 The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or
its counsel:
(a) of any request by the Commission for amendments to the
registration statement or prospectus then in effect or for
additional information;
(b) in the event of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation by service of process
on the Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of
a material fact made in the registration statement or prospectus
then in effect or which requires the making of a change in such
registration statement or prospectus in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment to
any registration statement or prospectus which may from time to
time be filed with the Commission.
For purposes of this section, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
1.14 Distributor agrees on behalf of itself and its partners and employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and its prior, present or potential
Shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except, after
prior notification to and approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld where Distributor may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust.
1.15 This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
2. TERM, DURATION AND TERMINATION.
This Agreement shall become effective November 1, 1995 and, unless
sooner terminated as provided herein, shall continue until October 31, 1996.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive one-year terms, provided that such continuance is specifically
approved at least annually by (a) by the vote of a majority of those members of
the Trust's Board of Trustees who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting for the
purpose of voting on such approval and (b) by the vote of the Trust's Board of
Trustees or the vote of a majority of the outstanding voting securities of such
Fund. This Agreement is terminable without penalty, on not less than sixty-days
prior written notice, by the Trust's Board of Trustees, by vote of a majority of
the outstanding voting securities of the Trust or by the Distributor. This
Agreement will also terminate automatically in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same meanings
as ascribed to such terms in the 1940 Act.)
3. SALE OF SHARES SUBJECT TO A FRONT-END SALES LOAD
3.1 Under this Agreement, the following provisions shall apply with
respect to the sale of and payment of those Shares sold at an offering price
which includes a front-end sales load ("Class A Shares") as described in the
prospectuses of the Funds identified on Schedule B hereto (collectively, the
"Front-End Load Funds"; individually a "Front-End Load Fund"):
(a) The Distributor shall have the right to purchase Class A Shares
from the Front-End Load Funds at their net asset value and to sell such Shares
to the public against orders therefor at the applicable offering price, as
defined in Section 3.2 below. The Distributor shall also have the right to sell
Class A Shares to dealers against orders therefor at the public offering price
less a concession determined by the Distributor, which concession shall not
exceed the amount of the sales charge or underwriting discount, if any, referred
to in Section 3.2 below.
(b) Prior to the time of delivery of any Class A Shares by a Front-
End Load Fund to, or on the order of, the Distributor, the Distributor shall pay
or cause to be paid to the Front-End Load Fund or to its order an amount in
Boston or New York clearing house funds equal to the applicable net asset value
of such Shares. The Distributor may retain so much of any sales load or
underwriting discount as it not allowed by the Distributor as a concession to
dealers.
3.2 The public offering price of a Class A Share of a Front-End Load Fund
shall be the net asset value of the Share, plus any applicable sales charge, all
as set forth in the current prospectus of the Front-End Load Fund. The net
asset value of Class A Shares shall be
determined in accordance with the provisions of the Declaration of Trust and
Code of Regulations of the Trust and the then current prospectus of the Front-
End Load Fund.
3.3 The Front-End Load Funds reserve the right to issue, transfer or sell
Class A Shares at net asset value (a) in connection with merger or consolidation
of the Trust or the Front-End Load Fund(s) with any other investment company or
the acquisition by the Trust or the Front-End Load Fund(s) of all or
substantially all of the assets or of the outstanding Shares of any other
investment company; (b) in connection with a pro rata distribution directly to
the holders of Shares in the nature of a stock dividend or split; (c) upon the
exercise of subscription rights granted to the holders of Shares on a pro rata
basis; (d) in connection with the issuance of Shares pursuant to any exchange
and reinvestment privileges described in any then current prospectus of the
Front-End Load Fund; and (e) otherwise in accordance with any then current
prospectus of the Front-End Load Fund.
4. SALE OF SHARES SUBJECT TO A TRADITIONAL RULE 12B-1 FEE
4.1 Under this Agreement, the following provisions shall apply with
respect to Shares of Classes of the Trust's Shares, other than those of a Class
featuring a contingent deferred sales charge, that are subject to a fee under a
Distribution and Shareholder Services Plan under Rule 12b-1 as described in the
prospectuses of the Funds and identified on Schedule C hereto (collectively, the
"Distribution Plan Classes;" individually a "Distribution Plan Class"):
(a) The Distributor shall receive from the Trust all distribution and
service fees, as applicable, at the rate and under the terms and conditions set
forth in each Distribution and Shareholder Services Plan adopted by each
Distribution Plan Class of each Fund, as such Plans may be amended from time to
time, and subject to any further limitations on such fees as the Board may
impose.
(b) The Distributor may reallow any or all of the distribution or
service fees which it is paid by the Trust with respect to each Distribution
Plan Class of each Fund to such brokers, dealers and other financial
institutions and intermediaries as the Distributor may from time to time
determine.
5. SALE OF SHARES SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE
5.1 The Trust may offer Shares subject to a contingent deferred sales
charge (a "CDSC"). The Distributor may pay brokers, dealers and other financial
institutions and intermediaries commissions with regard to the sale of CDSC
Shares. Under this Agreement, the following provisions shall apply with respect
to Shares of a Class featuring a CDSC (a "CDSC Class") as described in the
prospectus(es) of the Funds and identified on Schedule D hereto.
(a) The Distributor shall be entitled to receive all CDSC payments on
Shares of a CDSC Class. The Distributor may assign or sell to a third party (a
"CDSC Financing Entity") all or a part of the CDSC payments on Shares of a CDSC
Class that the Distributor is entitled to receive under this Agreement. The
Distributor's right to payment on such Shares,
if assigned or sold to a CDSC Financing Entity, shall continue after termination
of this Agreement.
(b) (i) The Distributor shall be entitled to receive all distribution
and service fees at the rate and under the terms and conditions set forth in the
Distribution and Shareholder Services Plan adopted by the CDSC Class (the
"Plan") on all Shares so long as the Plan is in effect. The Distributor may
assign or sell to a CDSC Financing Entity all or a part of the distribution fees
the Distributor is entitled to receive from the Trust under the Plan. The
Distributor's right to payment of distribution fees on such Shares, if assigned
or sold to a CDSC Financing Entity, shall continue after termination of this
Agreement, otherwise, the right to receive all distribution and service fee
payments in respect of periods subsequent to the termination of this Agreement
shall terminate upon termination of this Agreement.
(ii) The Distributor shall not be required to offer or sell
Shares of a CDSC Class unless and until it has received a binding commitment
from a CDSC Financing Entity (a "Commitment") satisfactory to the Distributor
which Commitment shall cover all expenses and fees related to the offer and sale
of such Shares of the CDSC Class including but not limited to dealer
reallowances, financing commitment fees, and legal fees. If at any time during
the term of this Agreement the then current CDSC financing is terminated through
no fault of the Distributor, the Distributor has the right to immediately
suspend CDSC Shares sales until substitute financing becomes effective.
(iii) The Distributor may enter into arrangements regarding the
financing of commissions pertaining to the sale of shares of a CDSC Class only
upon written approval of the Trust's Treasurer, or his or her designee, such
approval not to be unreasonably withheld.
(c) The Distributor and the Trust hereby agree that the terms and
conditions set forth herein regarding the offer and sale of Shares of a CDSC
Class may be amended upon approval of both parties in order to comply with the
terms and conditions of any agreement with a CDSC Financing Entity to finance
the costs for the offer and sale of Shares of a CDSC Class so long as such terms
and conditions are in compliance with the Plan.
6. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in the Trust's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.
THE ONE GROUP THE ONE GROUP SERVICES COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President Title: Executive Vice President
------------------------------ -----------------------------
Date: December 13, 1995 Date: December 13, 1995
------------------------------ ------------------------------
Schedule A
to the Distribution Agreement
between The One Group-Registered Trademark- and
The One Group Services Company
NAME OF FUND
------------
MONEY MARKET FUNDS
------------------
The U.S. Treasury Securities Money Market Fund
The Prime Money Market Fund
The Municipal Money Market Fund (formerly The Tax-Free Money Market Portfolio)
The Ohio Municipal Money Market Fund
The Institutional Prime Money Market Fund
The Treasury Money Market Fund
The Treasury Only Money Market Fund
The Government Money Market Fund
The Tax Exempt Money Market Fund
EQUITY FUNDS
------------
The Income Equity Fund
The Disciplined Value Fund
The Small Company Growth Fund (formerly The Growth Equity Portfolio)
The International Equity Index Fund
The Large Company Value Fund (formerly The Quantitative Equity Portfolio)
The Equity Index Fund
The Asset Allocation Fund (formerly The Flexible Balanced Portfolio)
The Large Company Growth Fund
FIXED INCOME FUNDS
------------------
The Income Bond Fund (formerly The Income Portfolio)
The Limited Volatility Bond Fund
The Intermediate Tax-Free Bond Fund
The Ohio Municipal Bond Fund
The Government Bond Fund
The Government ARM Fund
The Tax-Free Bond Fund
The Texas Tax-Free Bond Fund
The West Virginia Tax-Free Fund
The Kentucky Municipal Bond Fund
The Intermediate Bond Fund
The Arizona Tax-Free Bond Fund
THE ONE GROUP THE ONE GROUP SERVICES COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ --------------------------------
Title: President Title: Executive Vice President
------------------------------ --------------------------------
Date: December 13, 1995 Date: December 13, 1995
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A-1
Schedule B
to the Distribution Agreement
between The One Group-Registered Trademark- and
The One Group Services Company
NAME OF FUND
------------
EQUITY FUNDS
------------
The Income Equity Fund
The Disciplined Value Fund
The Small Company Growth Fund (formerly The Growth Equity Portfolio)
The International Equity Index Fund
The Equity Index Fund
The Large Company Value Fund (formerly The Quantitative Equity Portfolio)
The Asset Allocation Fund (formerly The Flexible Balanced Portfolio)
The Large Company Growth Fund
FIXED INCOME FUNDS
------------------
The Income Bond Fund (formerly the Income Portfolio)
The Limited Volatility Bond Fund
The Intermediate Tax-Free Bond Fund
The Ohio Municipal Bond Fund
The Government Bond Fund
The Government ARM Fund
The Tax-Free Bond Fund
The Texas Tax-Free Bond Fund
The West Virginia Tax-Free Fund
The Kentucky Municipal Bond Fund
The Intermediate Bond Fund
The Arizona Tax-Free Bond Fund
THE ONE GROUP THE ONE GROUP SERVICES COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ --------------------------------
Title: President Title: Executive Vice President
------------------------------ --------------------------------
Date: December 13, 1995 Date: December 13, 1995
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B-1
Schedule C
to the Distribution Agreement
between The One Group-Registered Trademark- and
The One Group Services Company
DISTRIBUTION PLAN SHARES
NAME OF FUND
------------
MONEY MARKET FUNDS
------------------
The U.S. Treasury Securities Money Market Fund - Service Class Shares
The U.S. Treasury Securities Money Market Fund -- Class A Shares
The Prime Money Market Fund -- Class A Shares
The Prime Money Market Fund -- Service Class Shares
The Municipal Money Market Fund (formerly The Tax-Free Money Market Portfolio) -
- Class A Shares
The Ohio Municipal Money Market Fund -- Class A Shares
EQUITY FUNDS
------------
The Income Equity Fund -- Class A Shares
The Disciplined Value Fund -- Class A Shares
The Small Company Growth Fund (formerly The Growth Equity Portfolio) -- Class A
Shares
The International Equity Index Fund -- Class A Shares
The Large Company Value Fund (formerly The Quantitative Equity Portfolio) --
Class A Shares
The Equity Index Fund -- Class A Shares
The Asset Allocation Fund (formerly The Flexible Balanced Portfolio) -- Class A
Shares
The Large Company Growth Fund -- Class A Shares
FIXED INCOME FUNDS
------------------
The Income Bond Fund -- Class A Shares
The Limited Volatility Bond Fund -- Class A Shares
The Intermediate Tax-Free Bond Fund -- Class A Shares
The Ohio Municipal Bond Fund -- Class A Shares
The Government Bond Fund -- Class A Shares
The Government ARM Fund -- Class A Shares
The Tax-Free Bond Fund -- Class A Shares
The Texas Tax-Free Fund -- Class A Shares
The West Virginia Tax-Free Fund -- Class A Shares
The Kentucky Municipal Bond Fund -- Class A Shares
The Intermediate Bond Fund -- Class A Shares
The Arizona Tax-Free Bond Fund -- Class A Shares
THE ONE GROUP THE ONE GROUP SERVICES COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ --------------------------------
Title: President Title: Executive Vice President
------------------------------ --------------------------------
Date: December 13, 1995 Date: December 13, 1995
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C-1
Schedule D
to the Distribution Agreement
between The One Group-Registered Trademark- and
The One Group Services Company
CDSC CLASSES
NAME OF FUND
------------
EQUITY FUNDS
------------
The Income Equity Fund -- Class B
The Disciplined Value Fund -- Class B
The Small Company Growth Fund -- Class B
The Equity Index Fund -- Class B
The Large Company Value Fund -- Class B
The Asset Allocation Fund -- Class B
The International Equity Index Fund -- Class B
The Large Company Growth Fund -- Class B
FIXED INCOME FUNDS
------------------
The Income Bond Fund -- Class B
The Limited Volatility Bond Fund -- Class B
The Government Bond Fund -- Class B
The Government ARM Fund -- Class B
The Intermediate Tax-Free Fund -- Class B
The Tax-Free Bond Fund -- Class B
The Ohio Municipal Bond Fund -- Class B
The Intermediate Bond Fund -- Class B
The Kentucky Municipal Bond Fund - Class B
THE ONE GROUP THE ONE GROUP SERVICES COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ --------------------------------
Title: President Title: Executive Vice President
------------------------------ --------------------------------
Date: December 13, 1995 Date: December 13, 1995
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D-1