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
Ohio National Fund, Inc.
(Name of Registrant as Specified in Its Charter)
Ohio National 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
OHIO NATIONAL FUND
June 24, 1997
Dear Ohio National Variable Contract Owner:
Enclosed are information and voting instructions from your Ohio
National 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 instructions promptly in the
envelope provided. No postage is required if mailed within the
United States. Your instructions are important! As always, we
thank you for your confidence and support.
Sincerely,
/s/ Donald J. Zimmerman
Donald J. Zimmerman
President
<PAGE>
Ohio National Fund, Inc.
One Financial Way
Montgomery, Ohio 45242
NOTICE OF MEETING OF SHAREHOLDERS
July 24, 1997
A meeting of the shareholders of Ohio National 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 year
ending December 31, 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>
Ohio National 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 Ohio
National 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, and contractowners with values allocated to, 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 and to
contractowners with values allocated to the Fund. 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. Interests of variable
contractowners for which no voting instructions are received will
be voted in proportion with the instructions that are timely
received.
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, 100% of the issued and outstanding shares of the Fund were
owned of record by The Ohio National Life Insurance Company
("ONLI") and Ohio National Life Assurance Corporation ("ONLAC")
(collectively, "Ohio National Life") and allocated to the
separate accounts of ONLI and ONLAC as shown below.
Equity Portfolio Shares
ONLI Variable Account A 2,908,120
ONLI Variable Account B 1,345,314
ONLI Variable Account C 2,538,387
ONLI Variable Account D 22,811
ONLAC Variable Account R 708,043
Total Equity Portfolio Shares 7,522,675
Money Market Portfolio
ONLI Variable Account A 700,156
ONLI Variable Account B 330,943
ONLI Variable Account C 1,291,363
ONLI Variable Account D 25,627
ONLAC Variable Account R 125,942
Total Money Market Portfolio Shares 2,474,031
Bond Portfolio
ONLI Variable Account A 473,353
ONLI Variable Account B 339,263
ONLI Variable Account C 981,240
ONLI Variable Account D 8,693
ONLAC Variable Account R 74,071
Total Bond Portfolio Shares 1,876,620
Omni Portfolio Shares
ONLI Variable Account A 3,216,629
ONLI Variable Account B 1,693,057
ONLI Variable Account C 2,761,568
ONLI Variable Account D 53,239
ONLAC Variable Account R 411,142
Total Omni Portfolio Shares 8,135,635
International Portfolio
ONLI Variable Account A 3,550,944
ONLI Variable Account B 2,188,260
ONLI Variable Account C 3,336,024
ONLI Variable Account D 65,012
ONLAC Variable Account R 943,520
Total International Portfolio Shares 10,083,760
Capital Appreciation Portfolio
ONLI Variable Account A 1,038,739
ONLI Variable Account B 692,663
ONLI Variable Account C 1,472,455
ONLI Variable Account D 81,896
ONLAC Variable Account R 271,630
Total Capital Appreciation
Portfolio Shares 3,557,383
Small Cap Portfolio Shares
ONLI Variable Account A 865,868
ONLI Variable Account B 372,135
ONLI Variable Account C 972,951
ONLI Variable Account D 52,289
ONLAC Variable Account R 280,415
Total Small Cap Portfolio Shares 2,543,658
Global Contrarian Portfolio
ONLI Variable Account A 277,684
ONLI Variable Account B 294,464
ONLI Variable Account C 463,834
ONLI Variable Account D 17,435
ONLAC Variable Account R 112,213
Total Global Contrarian
Portfolio Shares 1,165,630
Aggressive Growth Portfolio
ONLI Variable Account A 324,100
ONLI Variable Account B 217,343
ONLI Variable Account C 676,696
ONLI Variable Account D 19,101
ONLAC Variable Account R 209,567
Total Aggressive Growth
Portfolio Shares 1,446,807
Core Growth Portfolio
ONLI Variable Account A 199,335
ONLI Variable Account B 132,042
ONLI Variable Account C 279,392
ONLI Variable Account D 6,065
ONLAC Variable Account R 43,541
Total Core Growth Portfolio Shares 660,375
Growth & Income Portfolio
ONLI Variable Account A 113,042
ONLI Variable Account B 105,836
ONLI Variable Account C 229,775
ONLI Variable Account D 2,819
ONLAC Variable Account R 29,173
Total Growth & Income Portfolio Shares 480,645
S&P 500 Index Portfolio Shares
ONLI Variable Account A 130,296
ONLI Variable Account B 109,818
ONLI Variable Account C 504,198
ONLI Variable Account D 3,817
ONLAC Variable Account R 21,128
Total S&P 500 Index Portfolio Shares 769,257
Social Awareness Portfolio
ONLI Variable Account A 12,471
ONLI Variable Account B 839
ONLI Variable Account C 201,537
ONLI Variable Account D 2,823
ONLAC Variable Account R 1,744
Total Social Awareness Portfolio Shares 219,414
Strategic Income Portfolio
ONLI Variable Account A 14,448
ONLI Variable Account B 0
ONLI Variable Account C 203,263
ONLI Variable Account D 0
ONLAC Variable Account R 0
Total Strategic Income Portfolio Shares 217,711
Stellar Portfolio
ONLI Variable Account A 26,690
ONLI Variable Account B 0
ONLI Variable Account C 201,481
ONLI Variable Account D 0
ONLAC Variable Account R 0
Total Stellar Portfolio Shares 228,171
Relative Value Portfolio
ONLI Variable Account A 64,572
ONLI Variable Account B 0
ONLI Variable Account C 200,593
ONLI Varaible Account D 0
ONLAC Variable Account R 0
Total Relative Value Portfolio Shares 265,165
Total Shares of the Fund 41,646,937
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
sixteen 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 year
ending December 31, 1997. The combined votes of the shareholders
of all sixteen 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 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.
None of the Directors or nominees for Director owns any shares
of the Fund. However, as of June 6, 1997, Mr. Benedict had a
beneficial interest in 4,553 shares and Mr. Zimmerman had a
beneficial interest in 564 shares because of their ownership of
variable contracts, the underlying assets of which are Fund
shares.
Compensation of Directors
Directors who are not affiliated with ONLI, ONLAC or the
Adviser received aggregate remuneration of $31,200 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 $31,200 during
1997. Directors and officers of the Fund who are affiliated with
ONLI, ONLAC or the Adviser receive no compensation from the Fund.
For the fiscal year ended December 31, 1996, the Directors were
compensated as follows:
Aggregate
Compensation Total Compensation
Name and Position From the Fund from Fund Complex*
James E. Baker $ 2,000 $ 2,850
Director
Ronald L. Benedict None None
Director and Secretary
George E. Castrucci $10,400 $15,000
Director
Maurice H. Kirby, Jr. $10,400 $15,000
Director
George M. Vredeveld $ 8,400 $12,150
Director
Donald J. Zimmerman None None
Director and President
*The "Fund Complex" consists of the Fund and ONE Fund, Inc. ("ONE 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.
<TABLE>
Director Nominees
<CAPTION>
Principal Occupation And Director
Name Age Other Positions Since
<S> <C> <C> <C>
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. Palmer* 58 Senior Vice President, 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. Benedict* 55 Secretary of the Fund; Second Vice 1992
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. Castrucci 59 Business consultant and private investor. Formerly 1993
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. Vredeveld 54 Professor of Economics, University of Cincinnati; 1996
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.
</TABLE>
<TABLE>
Other Officers
<CAPTION>
Principal Occupation And Director
Name Age Other Positions Since
<S> <C> <C> <C>
Joseph P. Brom 61 Vice President of the Fund; Senior Vice President 1992
and Chief Investment Officer of ONLI and ONLAC;
Director and President of the Adviser; Vice President
of Ohio National Fund.
Michael A. Boedeker 54 Vice President of the Fund; Vice President, Fixed 1992
Income Securities of ONLI and ONLAC;
Director and Vice President of the Adviser;
Vice President of Ohio National Fund.
Dennis R. Taney 49 Treasurer of the Fund; Financial Officer of ONLI; 1993
Treasurer of the Adviser; Treasurer of Ohio National Fund.
Stephen T. Williams 43 Vice President of the Fund; Senior Investment 1992
Officer & Portfolio Manager of ONLI; Director
and Vice President of the Adviser;
Vice President of Ohio National Fund.
Donald J. Zimmerman 59 President of the Fund and of Ohio National Fund; 1992
Senior Vice President, Individual Insurance
and Secretary of ONLI and ONLAC.
</TABLE>
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 to the
Adviser, or to any of its affiliates, any compensation for
services other than under the Investment Advisory Agreement
during the last fiscal year. 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 Equity, Money Market, Bond,
Omni, International, Capital Appreciation, Small Cap, Global
Contrarian and Aggressive Growth Portfolios on March 28, 1996 and
by the shareholders of the Core Growth, Growth & Income, S&P 500
Index, Social Awareness, Strategic Income, Stellar and Relative
Value Portfolios on January 2, 1997.
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 each of the
Equity, Bond, Omni and Social Awareness Portfolios, 0.60% of the
first $100 million of each Portfolio's 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, the Adviser is presently waiving any of its fee in
excess of 0.25%.
Under the Investment Advisory Agreement, the Fund authorizes
the Adviser to retain sub-advisers for the International, Capital
Appreciation, Small Cap, Global Contrarian, Aggressive Growth,
Core Growth, Growth & Income, Strategic Income, Stellar and
Relative Value Portfolios, subject to the approval of the Fund's
Board of Directors. The Adviser has entered into Sub-advisory
Agreements with sub-advisers, to manage the investment and
reinvestment of those Portfolios' assets, subject to the
supervision of the Adviser. As compensation for their sub-
advisory services, (a) Societe Generale Asset Management Corp.
receives from the Adviser fees at the annual rate of 0.75% of the
International and Global Contrarian Portfolios' average daily net
assets during the quarter for which the fee is paid; (b) T. Rowe
Price Associates, Inc. receives from the Adviser a fee at an
annual rate of 0.70% of the first $5 million, and 0.50% of
average daily net asset value in excess of $5 million, of the
Capital Appreciation Portfolio; (c) Founders Asset Management,
Inc. receives from the Adviser a fee at an annual rate of 0.65%
of the first $75 million, 0.60% of the next $75 million, and
0.55% of the average daily net asset value in excess of $150
million, of the Small Cap Portfolio; (d) Strong Capital
Management, Inc. receives from the Adviser a fee at an annual
rate of 0.70% of the first $50 million, and 0.50% of average
daily net asset value in excess of $50 million, of the Aggressive
Growth Portfolio; (e) Pilgrim Baxter & Associates, Ltd. receives
from the Adviser a fee at an 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 in excess of $150 million of the Core
Growth Portfolio; (f) Robertson Stephens Investment Management,
L.P. receives from the Adviser a fee at an annual rate of 0.60%
of the first $100 million, 0.55% of the next $100 million, and
0.50% of average daily net assets in excess of $200 million of
the Growth & Income Portfolio; and (g) Star Bank, N.A. receives
from the Adviser fees at an annual rate of (i) 0.55% of the first
$50 million and 0.50% of the average daily net assets in excess
of $50 million of the Strategic Income Portfolio, (ii) 0.75% of
the first $50 million and 0.70% of average daily net assets in
excess of $50 million of the Stellar Portfolio, and (iii) 0.65%
of the first $50 million and 0.60% of average daily net assets in
excess of $50 million of the Relative Value Portfolio.
The Sub-Advisory Agreements were approved by the shareholders
of the applicable 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 as to the Equity, Money Market, Bond, Omni,
International, Capital Appreciation, Small Cap, Global Contrarian
and Aggressive Growth Portfolios on August 22, 1996 and the
agreements were initially approved for the Core Growth, Growth &
Income, S&P 500 Index, Social Awareness, Strategic Income,
Stellar and Relative Value Portfolios on that date, by unanimous
votes 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 ONE Fund, which presently consists of the following
portfolios:
Money Market $14,640,560
Tax-Free Income 6,230,094
Income 6,517,659
Income & Growth 9,502,506
Growth 9,383,592
Small Cap 4,385,318
International 9,186,372
Global Contrarian 6,261,317
Core Growth 5,124,519
As compensation for its services to ONE Fund, the Adviser
receives from ONE 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
of ONE Fund.
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 year ending December 31, 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 the
shareholders and all variable contract owners. The Fund's most
recent annual and semi-annual reports are also available free
upon request by contacting Ohio National 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>
Voting Instructions
Ohio National Fund, Inc.
I (we) acknowledge receipt of a copy of the Notice of
Shareholders' Meeting, Proxy Statement and annual report, and
instruct Ohio National Life to vote the Ohio National Fund, Inc.,
shares attributable to my (our) variable contract 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. These instructions relate 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 Contractowner(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.
