<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
One Group Investment Trust
------------------------------------------------
(Name of Registrant as specified in its Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined.): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid: N/A
2) Form, schedule or Registration statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
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<PAGE> 2
ONE GROUP INVESTMENT TRUST
Three Nationwide Plaza
Columbus, Ohio 43215
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1999
To the Owners of One Investors Annuity Contracts issued by Nationwide
Life and Annuity Insurance Company ("Nationwide") entitled to give Voting
Instructions to the shareholders of One Group Investment Trust, in connection
with Nationwide VA Separate Account-C:
Notice is hereby given that a Special Meeting of the Shareholders of
One Group Investment Trust will be held at the offices of Nationwide Advisory
Services, Inc. at Three Nationwide Plaza, Columbus, Ohio, 43215, on Wednesday,
April 28, 1999 at 3:00 p.m. (Eastern Time) for the following purposes:
1. To elect the Board of Trustees of One Group Investment
Trust.
2. To ratify the selection of independent accountants.
3. To eliminate a fundamental investment restriction which
prohibits certain portfolios of One Group Investment Trust
from participating on a joint or a joint and several basis
in any trading account in securities.
4. To transact such other business as may properly come before
the Special Meeting or any adjournment thereof.
Nationwide VA Separate Account-C is the primary shareholder of One
Group Investment Trust, except for initial capital accounts owned by Nationwide
and by an affiliate of the investment advisor to One Group Investment Trust.
However, Nationwide hereby solicits and agrees to vote the shares of the
Portfolios at the Meeting in accordance with timely instructions received from
owners of the One Investors Annuity contracts ("variable contracts") having
contract values allocated to separate accounts invested in such shares.
As a variable contract owner of record at the close of business on
Sunday, February 28, 1999, you have the right to instruct Nationwide as to the
manner in which the Portfolio shares attributable to your variable contract
should be voted.
By Order of the Trustees
-----------------------
James F. Laird, Jr.
President and Treasurer
April __, 1999
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE
OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED VOTING INSTRUCTION FORM. IF YOU ARE UNABLE TO ATTEND THE SPECIAL
MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED VOTING INSTRUCTION
FORM SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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<PAGE> 3
ONE GROUP INVESTMENT TRUST
Three Nationwide Plaza
Columbus, Ohio 43215
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1999
PROXY STATEMENT
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
(THE "TRUSTEES") OF ONE GROUP INVESTMENT TRUST. The proxy is revocable at any
time before it is voted by sending written notice of the revocation or a
subsequently executed proxy to One Group Investment Trust or by appearing
personally and electing to vote on Wednesday, April 28, 1999 at the Special
Meeting of Shareholders of the One Group Investment Trust at 3:00 p.m. (Eastern
Time) at the offices of Nationwide Advisory Services, Inc., Three Nationwide
Plaza, Columbus, Ohio 43215 (the meeting and any adjournment of the meeting is
referred to in this proxy statement as the "Special Meeting"). The cost of
preparing and mailing the Notice of Special Meeting, the proxy card, this proxy
statement and any additional proxy material has been or is to be borne by One
Group Investment Trust. Proxy solicitations will be made primarily by mail, but
may also be made by telephone, telegraph, or personal interview conducted by
certain officers or employees of One Group Investment Trust or Nationwide
Advisory Services, Inc. (the Trust's administrator pursuant to an administration
agreement between Nationwide Advisory Services, Inc. and One Group Investment
Trust dated as of February 17, 1999).
The Trust's executive offices are located at Three Nationwide Plaza,
Columbus, Ohio 43215 This proxy statement and the enclosed Notice of Special
Meeting and form of proxy are first being mailed to shareholders on or about
April _____, 1999.
Only shareholders of record at the close of business on February 28,
1999 will be entitled to vote at the Special Meeting. However, Nationwide VA
Separate Account-C is the primary Shareholders of One Group Investment Trust.
Nationwide will vote the shares of each Portfolio at the Meeting in accordance
with the timely instructions received from persons entitled to give voting
instructions under the variable contracts. Nationwide will vote shares
attributable to variable contracts as to which timely instructions received in
proportion (for, against or abstain) to those for which timely instructions are
received. If a duly executed and dated Proxy/Voting Instruction Form is received
that does not specify a choice, Nationwide will consider its timely receipt as
an instruction to vote in favor of the proposal to which it relates. Variable
contract owners may revoke previously submitted voting instructions given to
Nationwide at any time prior to the Meeting by either submitting to the Trust
subsequently dated voting instructions, delivering to the Trust a written notice
of revocation or otherwise giving notice of revocation in open Meeting, in all
cases prior to the exercise of the authority granted in the proxy/voting
instructions. The table below shows the number of shares outstanding on February
26, 1999:
<TABLE>
<CAPTION>
One Group Investment Trust Portfolio Shares Outstanding
- ------------------------------------ ------------------
<S> <C>
One Group Investment Trust Balanced Portfolio (formerly The One Group
Investment Trust Asset Allocation Fund)
One Group Investment Trust Large Cap Growth Portfolio (formerly The One Group
Investment Trust Large Company Growth Fund)
One Group Investment Trust Mid Cap Growth Portfolio (formerly The One
Group Investment Trust Growth Opportunities Fund)
One Group Investment Trust Equity Index Portfolio (formerly The One Group
Investment Trust Equity Index Fund)
One Group Investment Trust Government Bond Portfolio (formerly The One Group
Investment Trust Government Bond Fund)
</TABLE>
For purposes of determining the presence of a quorum and counting
votes on the matters presented, shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the Special
Meeting. Under the Investment Company Act of 1940 (the "1940 Act"), the
affirmative vote necessary to approve each proposal may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal.
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<PAGE> 4
One Group Investment Trust's Declaration of Trust and Code of
Regulations do not provide for annual shareholder meetings, and no such meetings
are planned for 2000. Proposals that shareholders would like to have included in
a proxy statement for any future meeting must be received by One Group
Investment Trust within a reasonable period of time prior to printing and
mailing proxy materials for such meeting.
COPIES OF ONE GROUP INVESTMENT TRUST'S ANNUAL REPORT DATED DECEMBER
31, 1998 ARE AVAILABLE UPON REQUEST FROM NATIONWIDE ADVISORY SERVICES, INC.,
THREE NATIONWIDE PLAZA, COLUMBUS, OH 43215 AND MAY BE OBTAINED WITHOUT CHARGE BY
CALLING 1-800-860-3946.
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<PAGE> 5
SUMMARY OF PROPOSAL
DESCRIPTION OF PROPOSAL PORTFOLIOS SOLICITED
1. To elect the Board of Trustees of Balanced Portfolio
One Group Investment Trust. Government Bond Portfolio
Mid Cap Growth Portfolio
Large Cap Growth Portfolio
Equity Index Portfolio
2. To ratify the selection of Balanced Portfolio
independent accountants. Government Bond Portfolio
Mid Cap Growth Portfolio
Large Cap Growth Portfolio
Equity Index Portfolio
3. To eliminate a fundamental Balanced Portfolio
investment restriction that Government Bond Portfolio
prohibits Portfolios of One Group Mid Cap Growth Portfolio
Investment Trust from participating Large Cap Growth Portfolio
on a joint or a joint and several Equity Index Portfolio
basis in any trading account in
securities.
4. To transact such other business as Balanced Portfolio
may properly come before the Special Government Bond Portfolio
Meeting or any adjournment thereof. Mid Cap Growth Portfolio
Large Cap Growth Portfolio
Equity Index Portfolio
One Group Investment Trust as a whole must approve Proposals 1 and 2.
This means that the proposals will pass if approved by the lesser of: (a) 67% or
more of the outstanding shares of One Group Investment Trust as a whole present
at the Special Meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (b) more than 50% of the
outstanding shares of One Group Investment Trust as a whole.
Proposal 3 requires approval by each of the Portfolios of One Group
Investment Trust listed above. This means that the change in a Portfolio's
fundamental investment policy will be adopted if approved by the lesser of: (a)
67% or more of the outstanding shares of that Portfolio present at the Special
Meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (b) more than 50% of the outstanding shares of that
Portfolio.
PROPOSAL 1
Election of Board of Trustees
At a meeting held on February 18, 1999, the incumbent Trustees,
including the Trustees who are not "interested persons", unanimously approved
each nominee to serve as a member of the Board of Trustees, subject to
shareholder approval. Five of the nominees currently serve as Trustees of One
Group Investment Trust. In considering the nominees for election as Trustees of
One Group Investment Trust, the incumbent Trustees took into account the
qualifications of each of the nominees. Because One Group Investment Trust does
not hold annual meetings, each nominee, if elected, generally will serve until
his or her successor is elected and qualified.
The Board of Trustees oversees the management and administration of
the Portfolios. The Trustees are responsible for making major decisions about
each Portfolio's investment objectives and policies, but delegate the day-to-day
administration of the Portfolio to the officers of the Trust. The Trustees, in
turn, elect the officers of the Portfolios.
The incumbent Trustees and the nominees, their addresses, ages and
principal occupations during the past five years are set forth below.
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<PAGE> 6
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE WITH THE TRUST DURING THE PAST FIVE YEARS
- ---------------- --- -------------- --------------------------
<S> <C> <C> <C>
Peter C. Marshall 56 Trustee(psi) President, DCI Marketing, Inc. (November, 1993
DCI Marketing, Inc. to present). Trustee of One Group Investment
2727 W. Good Hope Rd. Trust since 1994.
Milwaukee, WI 53209
Charles I. Post 70 Trustee(psi) Consultant (July, 1986 to present). Trustee of One
7615 4th Avenue West Group Investment Trust since 1994.
Bradenton, FL 34209
Frederick W. Ruebeck 59 Trustee(psi) Director of Investments, Eli Lilly and Company
Eli Lilly & Company (June, 1988 to present). Trustee of One Group
Lilly Corporate Center Investment Trust since 1994.
307 East McCarty
Indianapolis, IN 46258
Robert A. Oden, Jr. 52 Trustee(psi) President, Kenyon College (1995 to present);
Office of the President Headmaster, The Hotchkiss School (1989 to
Ransom Hall 1995). Trustee of One Group Investment Trust
Kenyon College since 1997.
Gambier, OH 43022
*John F. Finn 51 Trustee(psi) President of Gardner, Inc. (1975 to present).
Gardner, Inc. Trustee of One Group Investment Trust since
1150 Chesapeake Ave. 1998.
Columbus, Ohio 43212
Marilyn McCoy 51 NA Vice President of Administration and Planning
Northwestern University Northwestern University (1985 to present).
Office of the Vice President Trustee of Pegasus Variable Funds since 1996.
Administration & Planning
633 Clarke St., Crown 2-112
Evanston, IL 60208
Julius L. Pallone 68 NA President, J.L. Pallone Associates (1994 to
J.L. Pallone Associates present). Trustee of Pegasus Variable Funds since
3000 Town Center 1987.
Suite 732
Southfield, MI 48075
Donald L. Tuttle 64 NA Vice President (1995 to present) and Senior Vice
Association for President (1992 to 1995), Association for
Management & Research Investment Management and Research. Trustee of
5 Boar's Head Lane Pegasus Variable Funds since 1993.
Charlottesville, VA 22901
</TABLE>
- -------------------
(psi) Incumbent Trustee.
*John F. Finn is an "interested person" as that term is defined in the
Investment Company Act of 1940 due to ownership of shares of Bank One
Corporation, the parent of the investment advisor to One Group Investment Trust.
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<PAGE> 7
The Trustees meet at least four times each year. During the most
recent fiscal year, the Trustees met five times. The incumbent Trustees attended
all of the Board meetings. While One Group Investment Trust does not have
standing audit and compensation committees, its does have a standing nominating
committee. The nominating committee met two times during fiscal year 1998.
Messrs. Marshall and Ruebeck are members of the nominating committee. The
nominating committee will consider nominees recommended by Shareholders.
Recommendations should be submitted to the committee in care of One Group
Investment Trust.
The Trustees of the Portfolios receive fees and expenses for each
meeting of the Board of Trustees attended. The Compensation Table below sets
forth the total compensation to the Trustees from the Trust for the fiscal year
ended December 31, 1998.
<TABLE>
<CAPTION>
COMPENSATION TABLE
- -------------------------------------------------------------------------------------------
AGGREGATE PENSION OR
COMPENSATION RETIREMENT
FROM ONE BENEFITS ACCRUED ESTIMATED TOTAL
GROUP AS PART OF ONE ANNUAL BENEFITS COMPENSATION
NAME OF PERSON, INVESTMENT GROUP INVESTMENT UPON FROM THE
POSITION TRUST TRUST'S EXPENSES RETIREMENT COMPLEX(1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PETER C. MARSHALL, $3,000 NA NA $51,000
TRUSTEE
- -------------------------------------------------------------------------------------------
CHARLES I. POST, $3,000 NA NA $48,500
TRUSTEE
- -------------------------------------------------------------------------------------------
FREDERICK W. $3,000(2) NA NA $48,500
RUEBECK, TRUSTEE
- -------------------------------------------------------------------------------------------
ROBERT A. ODEN, JR., $3,000(2) NA NA $48,500
TRUSTEE
- -------------------------------------------------------------------------------------------
JOHN F. FINN, TRUSTEE $1,500 NA NA $24,500
- -------------------------------------------------------------------------------------------
</TABLE>
(1) "Complex" comprises the Portfolios of One Group Investment Trust, as
well as the Funds of One Group Mutual Funds as of December 31, 1998.
(2) Includes $750 of deferred compensation.
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<PAGE> 8
Under a Deferred Compensation Plan for Trustees of One Group
Investment Trust adopted at the November 20, 1998 Board of Trustees meeting, the
Trustees may defer all or a part of their compensation payable by One Group
Investment Trust and earned by the Trustees for serving as a member of the Board
of Trustees, or a member of a committee of the Board. Reimbursement of expenses
associated with attending meetings of the Board or a committee of the Board may
not be deferred. Neither a specified length of service nor a vesting period are
required by the Plan. Under the Plan, the Trustees may specify Class I shares of
one or more funds of One Group Mutual Funds to be used to measure the
performance of a Trustee's deferred compensation account. A Trustee's deferred
compensation account will be paid at such times as elected by the Trustee
subject to certain mandatory payment provisions in the Plan (e.g., death of a
Trustee). The Plan does not obligate One Group Investment Trust to purchase,
hold or dispose of any investments in order to satisfy its obligations under the
Plan. However, if One Group Investment Trust does fund the Plan, all securities
will be held solely in the name of One Group Investment Trust.
The principal executive officers of One Group Investment Trust are all
officers or employees of Nationwide Advisory Services, Inc. Nationwide Advisory
Services, Inc. is the One Group Investment Trust's administrator. Officers of
One Group Investment Trust receive no compensation directly from One Group
Investment Trust for performing their duties. The officers of One Group
Investment Trust, their addresses, and principal occupations during the past
five years are shown below.
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE TRUST DURING PAST 5 YEARS
- ---------------- -------------- -------------------
<S> <C> <C>
James F. Laird, Jr.* President Mr. Laird was elected Vice President and
Three Nationwide Plaza and Treasurer General Manager of Nationwide Advisory
Columbus, Ohio 43215 Services, Inc., the Administrator of One Group
Age: 42 Investment Trust on April 5, 1995. Prior to
being elected General Manager, Mr. Laird
served as Treasurer of Nationwide Advisory
Services, Inc. since November, 1987.
Karen R. Tackett* Vice President Since August, 1998, Ms. Tackett has been
Three Nationwide Plaza and Assistant Director of Strategic Development for
Columbus, Ohio 43215 Treasurer Nationwide Advisory Services, Inc. From
Age: 33 March, 1996 until July, 1998, Ms. Tackett
was Accounting Manager for Nationwide Advisory
Services, Inc. Prior to that, Ms. Tackett was
Audit Manager and held various other positions
with PricewaterhouseCoopers, LLP.
Craig A. Carver* Vice President Mr. Carver has been Compliance Manager of
Three Nationwide Plaza and Assistant Nationwide Advisory Services, Inc. since
Columbus, Ohio 43215 Secretary January, 1996. Prior to that time, Mr. Carver
Age: 44 served as Financial Controls Manager of
Nationwide Advisory Services, Inc.
Christopher A. Cray* Vice President Mr. Cray has been Treasurer of Nationwide
Three Nationwide Plaza and Secretary Advisory Services, Inc. since September, 1997.
Columbus, Ohio 43215 Prior to that time he served as
Age: 40 Director-Corporate Accounting of Nationwide
Insurance Enterprises.
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C> <C>
H. Carl Juckett* Vice President and Mr. Juckett joined Nationwide Advisory
Three Nationwide Plaza Assistant Treasurer Services in July, 1998 as the Manager of Fund
Columbus, Ohio 43215 Accounting. Prior to joining Nationwide, Mr.
Age 43 Juckett served as a vice president for BISYS
Fund Services where he managed Fund Accounting
during a four year period. Mr. Juckett also
spent eleven years with Huntington Bancshares
serving in a variety of positions related to
investments, trust and broker/dealer
activities.
</TABLE>
* All officers listed above are "interested persons" of the Portfolios as
defined in the Investment Company Act of 1940.
The Trustees and officers of One Group Investment Trust own less than
1% of the outstanding shares of One Group Investment Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF
THE NOMINEES
PROPOSAL 2
Selection of Independent Accountants
At a meeting held on February 18, 1999, the Trustees, including the
Trustees who are not "interested persons", unanimously approved the selection of
PricewaterhouseCoopers LLP as the independent accountants for the fiscal year
ended December 31, 1999.
The firm of PricewaterhouseCoopers LLP, formed as a result of the
merger of Price Waterhouse, LLP and Coopers & Lybrand, L.L.P., has extensive
experience in investment company accounting and auditing and has served as
independent accountants to One Group Investment Trust since its inception. The
financial statements included in One Group Investment Trust's Annual Report have
been examined by PricewaterhouseCoopers LLP. It is not expected that a
representative of PricewaterhouseCoopers LLP will be present at the meeting.
PricewaterhouseCoopers LLP and its members do not have any direct or
indirect material financial interest in or connection with One Group Investment
Trust in any capacity other than as independent accountants.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP
PROPOSAL 3
Approval of a Change to a Fundamental Investment Restriction Which Prohibits
Participation in Joint Trading Accounts
The Board of Trustees is submitting for approval by shareholders of
each Portfolio of One Group Investment Trust a proposal to eliminate a
fundamental investment restriction. The current restriction is as follows:
Current Restriction: "The Balanced Portfolio, the Government Bond
-------------------- Portfolio, the Large Cap Growth Portfolio, the
Mid Cap Growth Portfolio, and the Equity Index
Portfolio may not participate on a joint or
joint and several basis in any securities
trading account."
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<PAGE> 10
The Board approved this proposal at a meeting held on February 18,
1999. Fundamental investment restrictions may be changed only with shareholder
approval. Approval of this proposal will not result in a change in a Portfolio's
investment objective or investment management.
Currently, the Balanced, the Government Bond, the Large Cap Growth,
the Mid Cap Growth, and Equity Index Portfolio's of One Group Investment Trust
Portfolios may not participate on a joint or joint and several basis in any
securities trading account. The proposed change would allow each Portfolio to
realize certain efficiencies and cost savings, while earning a potentially
higher rate of return on repurchase agreements and other short-term, money
market-type investments. Many securities of this type are sold in denominations
which are too large for the Portfolios to purchase on an individual basis.
Purchasing these securities on a joint basis will expand the investment
opportunities available to the Portfolios and may reduce the possibility that
cash balances remain uninvested. In addition, joint transactions can be expected
to result in certain administrative efficiencies by reducing the number of trade
tickets and cash wires that must be processed for each trade. These efficiencies
may result in reduced transaction costs.
Each Portfolio participating in a joint transaction will be subject to
certain requirements imposed by the United States Securities and Exchange
Commission. These requirements are intended to ensure that each Portfolio's
interests are protected and that each Portfolio's participation is on a fair and
equal basis. Each Portfolio's liability will be limited to its interest in the
investment; no One Group Investment Trust Portfolio will be jointly liable for
the investments of any other Portfolio.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THIS
PROPOSAL
ADDITIONAL INFORMATION
The following list indicates the shareholders as of February 28, 1999 who, to
the best knowledge of One Group Investment Trust, are the beneficial owners of
more than 5% of the outstanding shares of the Portfolios:
<TABLE>
<CAPTION>
Amount and Nature
of Voting and Percentage of Funds
Name of Portfolio Name and Address Investment Power Outstanding Shares
- ----------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Government Bond Nationwide VA Account-C Shared voting and 85.61%
CO 68 C/O IPS investment power over
PO Box 182029 3,906,453.274 shares
Columbus OH 43218-2029 of the Portfolio
Nationwide Life and Annuity Sole voting and 14.39%
Insurance Company investment power over
CO 68 C/O IPO - Seed Account 656,814.957 shares of
PO Box 182029 the Portfolio
Columbus OH 43218-2029
Balanced (formerly Nationwide VA Separate Account-C Shared voting and 98.36%
Asset Allocation) CO 68 C/O IPS investment power over
PO Box 182029 7,539,415.086 shares
Columbus OH 43218-2029 of the Portfolio
Mid Cap Growth Nationwide VA Separate Account-C Shared voting and 99.93%
(formerly Growth CO 68 C/O IPS investment power over
Opportunities) PO Box 182029 5,193,601.050 shares
Columbus OH 43218-2029 of the Portfolio
</TABLE>
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<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Large Cap Growth Nationwide VA Separate Account-C Shared voting and 96.22%
(formerly Large CO 68 C/O IPS investment power over
Company Growth) PO Box 182029 9,166,913.663 shares
Columbus OH 43218-2029 of the Portfolio
Equity Index Nationwide VA Separate Account-C Sole voting and 81.19%
C/O IPO Portfolio Accounting investment power over
PO Box 182029 1,413,385.545 shares
Columbus OH 43218-2029 of the Portfolio
Nationwide Life Insurance Co Sole voting and 14.47%
Seed Account investment power over
One Nationwide Plaza 251,863.965 shares
C/O Investment Accounting of the Portfolio
Attn. Pam Smith 1-31-05
Columbus OH 43215-2239
</TABLE>
The Trustees know of no matters to be presented at the Special Meeting
other than those specified in the attached Notice of Meeting. However, if any
other matters come before the Special Meeting, it is intended that the proxies
will vote in their discretion.
Dated: April __, 1999
IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR
VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID
UNNECESSARY EXPENSE AND DELAY. FOR YOUR CONVENIENCE, NO POSTAGE IS NECESSARY IF
MAILED IN THE UNITED STATES.
11
<PAGE> 12
GROUP(R) INVESTMENT TRUST BALANCED PORTFOLIO
VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE TRUSTEES OF ONE GROUP
INVESTMENT TRUST.
The undersigned hereby appoints Karen R. Tackett and James F. Laird, Jr., each
of them with full power of substitution as proxies of the undersigned, to vote,
as designated below, at the Special Meeting of Shareholders of One Group
Investment Trust Balanced Portfolio (the "Portfolio") on April 28, 1999 at 3:00
p.m., Eastern Standard Time, and at any adjournments thereof, all of the units
of beneficial interest in the Portfolio which the undersigned would be entitled
to vote upon if personally present.
1. Election of the Board of Trustees of One Group Investment Trust as set
forth below. If you wish to withhold authority to vote for all the
nominees as group, or any individual nominee, please mark the box
labeled "Abstain" opposite the nominees name. IF YOU MARK YOUR BALLOT
IN SUCH A WAY THAT YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR A
NOMINEE, YOU WILL BE DEEMED TO HAVE VOTED IN FAVOR OF THE NOMINEE.
All of the nominees FOR AGAINST ABSTAIN
as a group ( ) ( ) ( )
Peter C. Marshall FOR AGAINST ABSTAIN
( ) ( ) ( )
Charles I. Post FOR AGAINST ABSTAIN
( ) ( ) ( )
Frederick W. Ruebeck FOR AGAINST ABSTAIN
( ) ( ) ( )
Robert A. Oden, Jr. FOR AGAINST ABSTAIN
( ) ( ) ( )
John F. Finn FOR AGAINST ABSTAIN
( ) ( ) ( )
Marilyn McCoy FOR AGAINST ABSTAIN
( ) ( ) ( )
Julius L. Pallone FOR AGAINST ABSTAIN
( ) ( ) ( )
Donald L. Tuttle FOR AGAINST ABSTAIN
( ) ( ) ( )
2. Ratification of PricewaterhouseCoopers LLP as the independent
accountants for One Group Investment Trust.
FOR AGAINST ABSTAIN
( ) ( ) ( )
<PAGE> 13
3. Approval of the elimination of fundamental investment restriction
which prohibits the Portfolio from participating on a joint or a joint
and several basis in any trading account in securities.
FOR AGAINST ABSTAIN
( ) ( ) ( )
4. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS VOTING INSTRUCTION FORM WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
VOTING INSTRUCTION FORM WILL BE VOTED FOR EACH PROPOSAL. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE
REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
must sign the Voting Instruction Form. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
- ------------------------------------------
Signature of Shareholder(s)
- ------------------------------------------
Signature of Shareholder(s)
Dated: , 1999.
---------------------------
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 14
ONE GROUP(R) INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO
VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE TRUSTEES OF ONE GROUP
INVESTMENT TRUST.
The undersigned hereby appoints Karen R. Tackett and James F. Laird, Jr., each
of them with full power of substitution as proxies of the undersigned, to vote,
as designated below, at the Special Meeting of Shareholders of One Group
Investment Trust Large Cap Growth Portfolio (the "Portfolio") on April 28, 1999
at 3:00 p.m., Eastern Standard Time, and at any adjournments thereof, all of the
units of beneficial interest in the Portfolio which the undersigned would be
entitled to vote if personally present.
1. Election of the Board of Trustees of One Group Investment Trust as set
forth below. If you wish to withhold authority to vote for all the
nominees as group, or any individual nominee, please mark the box
labeled "Abstain" opposite the nominees name. IF YOU MARK YOUR BALLOT
IN SUCH A WAY THAT YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR A
NOMINEE, YOU WILL BE DEEMED TO HAVE VOTED IN FAVOR OF THE NOMINEE.
All of the nominees FOR AGAINST ABSTAIN
as a group ( ) ( ) ( )
Peter C. Marshall FOR AGAINST ABSTAIN
( ) ( ) ( )
Charles I. Post FOR AGAINST ABSTAIN
( ) ( ) ( )
Frederick W. Ruebeck FOR AGAINST ABSTAIN
( ) ( ) ( )
Robert A. Oden, Jr. FOR AGAINST ABSTAIN
( ) ( ) ( )
John F. Finn FOR AGAINST ABSTAIN
( ) ( ) ( )
Marilyn McCoy FOR AGAINST ABSTAIN
( ) ( ) ( )
Julius L. Pallone FOR AGAINST ABSTAIN
( ) ( ) ( )
Donald L. Tuttle FOR AGAINST ABSTAIN
( ) ( ) ( )
2. Ratification of PricewaterhouseCoopers LLP as the independent
accountants for the One Group Investment Trust.
FOR AGAINST ABSTAIN
( ) ( ) ( )
<PAGE> 15
3. Approval of the elimination of fundamental investment restriction
which prohibits the Portfolio from participating on a joint or a joint
and several basis in any trading account in securities.
FOR AGAINST ABSTAIN
( ) ( ) ( )
4. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS VOTING INSTRUCTION FORM WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
VOTING INSTRUCTION FORM WILL BE VOTED FOR EACH PROPOSAL. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE
REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
must sign the Voting Instruction Form. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
- ------------------------------------------
Signature of Shareholder(s)
- ------------------------------------------
Signature of Shareholder(s)
Dated: , 1999.
----------------------------
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 16
ONE GROUP(R) INVESTMENT TRUST MID CAP GROWTH PORTFOLIO
VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE TRUSTEES OF ONE GROUP
INVESTMENT TRUST.
The undersigned hereby appoints Karen R. Tackett and James F. Laird, Jr., each
of them with full power of substitution as proxies of the undersigned, to vote,
as designated below, at the Special Meeting of Shareholders of One Group
Investment Trust Mid Cap Growth Portfolio (the "Portfolio") on April 28, 1999 at
3:00 p.m., Eastern Standard Time, and at any adjournments thereof, all of the
units of beneficial interest in the Portfolio which the undersigned would be
entitled to vote if personally present.
1. Election of the Board of Trustees of One Group Investment Trust as set
forth below. If you wish to withhold authority to vote for all the
nominees as group, or any individual nominee, please mark the box
labeled "Abstain" opposite the nominees name. IF YOU MARK YOUR BALLOT
IN SUCH A WAY THAT YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR A
NOMINEE, YOU WILL BE DEEMED TO HAVE VOTED IN FAVOR OF THE NOMINEE.
All of the nominees FOR AGAINST ABSTAIN
as a group ( ) ( ) ( )
Peter C. Marshall FOR AGAINST ABSTAIN
( ) ( ) ( )
Charles I. Post FOR AGAINST ABSTAIN
( ) ( ) ( )
Frederick W. Ruebeck FOR AGAINST ABSTAIN
( ) ( ) ( )
Robert A. Oden, Jr. FOR AGAINST ABSTAIN
( ) ( ) ( )
John F. Finn FOR AGAINST ABSTAIN
( ) ( ) ( )
Marilyn McCoy FOR AGAINST ABSTAIN
( ) ( ) ( )
Julius L. Pallone FOR AGAINST ABSTAIN
( ) ( ) ( )
Donald L. Tuttle FOR AGAINST ABSTAIN
( ) ( ) ( )
2. Ratification of PricewaterhouseCoopers LLP as the independent
accountants for the One Group Investment Trust.
FOR AGAINST ABSTAIN
( ) ( ) ( )
<PAGE> 17
3. Approval of the elimination of fundamental investment restriction
which prohibits the Portfolio from participating on a joint or a joint
and several basis in any trading account in securities.
FOR AGAINST ABSTAIN
( ) ( ) ( )
4. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS VOTING INSTRUCTION FORM WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
VOTING INSTRUCTION FORM WILL BE VOTED FOR EACH PROPOSAL. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE
REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
must sign the Voting Instruction Form. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
- ------------------------------------------
Signature of Shareholder(s)
- ------------------------------------------
Signature of Shareholder(s)
Dated: , 1999.
----------------------------
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 18
ONE GROUP(R) INVESTMENT TRUST EQUITY INDEX PORTFOLIO
VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE TRUSTEES OF ONE GROUP
INVESTMENT TRUST.
The undersigned hereby appoints Karen R. Tackett and James F. Laird, Jr., each
of them with full power of substitution as proxies of the undersigned, to vote,
as designated below, at the Special Meeting of Shareholders of One Group
Investment Trust Equity Index Portfolio (the "Portfolio") on April 28, 1999 at
3:00 p.m., Eastern Standard Time, and at any adjournments thereof, all of the
units of beneficial interest in the Portfolio which the undersigned would be
entitled to vote if personally present.
1. Election of the Board of Trustees of One Group Investment Trust as set
forth below. If you wish to withhold authority to vote for all the
nominees as group, or any individual nominee, please mark the box
labeled "Abstain" opposite the nominees name. IF YOU MARK YOUR BALLOT
IN SUCH A WAY THAT YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR A
NOMINEE, YOU WILL BE DEEMED TO HAVE VOTED IN FAVOR OF THE NOMINEE.
All of the nominees FOR AGAINST ABSTAIN
as a group ( ) ( ) ( )
Peter C. Marshall FOR AGAINST ABSTAIN
( ) ( ) ( )
Charles I. Post FOR AGAINST ABSTAIN
( ) ( ) ( )
Frederick W. Ruebeck FOR AGAINST ABSTAIN
( ) ( ) ( )
Robert A. Oden, Jr. FOR AGAINST ABSTAIN
( ) ( ) ( )
John F. Finn FOR AGAINST ABSTAIN
( ) ( ) ( )
Marilyn McCoy FOR AGAINST ABSTAIN
( ) ( ) ( )
Julius L. Pallone FOR AGAINST ABSTAIN
( ) ( ) ( )
Donald L. Tuttle FOR AGAINST ABSTAIN
( ) ( ) ( )
2. Ratification of PricewaterhouseCoopers LLP as the independent
accountants for One Group Investment Trust.
FOR AGAINST ABSTAIN
( ) ( ) ( )
<PAGE> 19
3. Approval of the elimination of fundamental investment restriction
which prohibits the Portfolio from participating on a joint or a joint
and several basis in any trading account in securities.
FOR AGAINST ABSTAIN
( ) ( ) ( )
4. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS VOTING INSTRUCTION FORM WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
VOTING INSTRUCTION FORM WILL BE VOTED FOR EACH PROPOSAL. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE
REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
must sign the Voting Instruction Form. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
- ------------------------------------------
Signature of Shareholder(s)
- ------------------------------------------
Signature of Shareholder(s)
Dated: , 1999.
----------------------------
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 20
ONE GROUP(R) INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO
VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE TRUSTEES OF ONE GROUP
INVESTMENT TRUST.
The undersigned hereby appoints Karen R. Tackett and James F. Laird, Jr., each
of them with full power of substitution as proxies of the undersigned, to vote,
as designated below, at the Special Meeting of Shareholders of One Group
Investment Trust Government Bond Portfolio (the "Portfolio") on April 28, 1999
at 3:00 p.m., Eastern Standard Time, and at any adjournments thereof, all of the
units of beneficial interest in the Portfolio which the undersigned would be
entitled to vote if personally present.
1. Election of the Board of Trustees of One Group Investment Trust as set
forth below. If you wish to withhold authority to vote for all the nominees as
group, or any individual nominee, please mark the box labeled "Abstain" opposite
the nominees name. IF YOU MARK YOUR BALLOT IN SUCH A WAY THAT YOU DO NOT
WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, YOU WILL BE DEEMED TO HAVE VOTED IN
FAVOR OF THE NOMINEE.
All of the nominees FOR AGAINST ABSTAIN
as a group ( ) ( ) ( )
Peter C. Marshall FOR AGAINST ABSTAIN
( ) ( ) ( )
Charles I. Post FOR AGAINST ABSTAIN
( ) ( ) ( )
Frederick W. Ruebeck FOR AGAINST ABSTAIN
( ) ( ) ( )
Robert A. Oden, Jr. FOR AGAINST ABSTAIN
( ) ( ) ( )
John F. Finn FOR AGAINST ABSTAIN
( ) ( ) ( )
Marilyn McCoy FOR AGAINST ABSTAIN
( ) ( ) ( )
Julius L. Pallone FOR AGAINST ABSTAIN
( ) ( ) ( )
Donald L. Tuttle FOR AGAINST ABSTAIN
( ) ( ) ( )
2. Ratification of PricewaterhouseCoopers LLP as the independent
accountants for One Group Investment Trust.
FOR AGAINST ABSTAIN
( ) ( ) ( )
<PAGE> 21
3. Approval of the elimination of fundamental investment restriction
which prohibits the Portfolio from participating on a joint or a joint
and several basis in any trading account in securities.
FOR AGAINST ABSTAIN
( ) ( ) ( )
4. To transact any other business as properly comes before the Meeting or
any adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS VOTING INSTRUCTION FORM WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
VOTING INSTRUCTION FORM WILL BE VOTED FOR EACH PROPOSAL. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE
REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
must sign the Voting Instruction Form. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
- ------------------------------------------
Signature of Shareholder(s)
- ------------------------------------------
Signature of Shareholder(s)
Dated: , 1999.
----------------------------
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
