<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:
[ ] 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 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
<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 6, 1999
YOUR VOTE IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE
MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY/VOTING INSTRUCTION FORM. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<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/voting instruction form, 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. Banc One Investment Advisors Corporation serves as
investment advisor to One Group Investment Trust. Banc One's offices are located
at 111 Polaris Parkway, Columbus, Ohio 43240. This proxy statement and the
enclosed Notice of Special Meeting and form of proxy are first being mailed to
shareholders on or about April 6, 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 Shareholder of each Portfolio 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 no timely instructions are
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
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<PAGE> 4
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 28, 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) 7,463,952.879
One Group Investment Trust Large Cap Growth Portfolio
(formerly The One Group Investment Trust Large Company
Growth Fund) 9,368,570.202
One Group Investment Trust Mid Cap Growth Portfolio
(formerly The One Group Investment Trust Growth
Opportunities Fund) 5,130,548.872
One Group Investment Trust Equity Index Portfolio
(formerly The One Group Investment Trust Equity Index
Fund) 1,544,869.095
One Group Investment Trust Government Bond Portfolio
(formerly The One Group Investment Trust Government
Bond Fund) 4,389,777.700
</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.
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.
2
<PAGE> 5
SUMMARY OF PROPOSAL
<TABLE>
<CAPTION>
DESCRIPTION OF PROPOSAL PORTFOLIOS SOLICITED
- ----------------------- --------------------
<S> <C> <C>
1. To elect the Board of Trustees of One Group Balanced Portfolio
Investment Trust. Government Bond Portfolio
Mid Cap Growth Portfolio
Large Cap Growth Portfolio
Equity Index Portfolio
2. To ratify the selection of independent Balanced Portfolio
accountants. Government Bond Portfolio
Mid Cap Growth Portfolio
Large Cap Growth Portfolio
Equity Index Portfolio
3. To eliminate a fundamental investment Balanced Portfolio
restriction that prohibits Portfolios of Government Bond Portfolio
One Group Investment Trust from Mid Cap Growth Portfolio
participating on a joint or a joint and Large Cap Growth Portfolio
several basis in any trading account in Equity Index Portfolio
securities
4. To transact such other business as may Balanced Portfolio
properly come before the Special Meeting or Government Bond Portfolio
any adjournment thereof. Mid Cap Growth Portfolio
Large Cap Growth Portfolio
Equity Index Portfolio
</TABLE>
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
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<PAGE> 6
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, or
until re-elected at the next Special Meeting.
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.
<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 TrusteeC President, DCI Marketing, Inc. (November, 1993 to
DCI Marketing, Inc. present). Trustee of One Group Investment Trust since
2727 W. Good Hope Rd. 1994.
Milwaukee, WI 53209
Charles I. Post 70 TrusteeC Consultant (July, 1986 to present). Trustee of One
7615 4(th) Avenue West Group Investment Trust since 1994.
Bradenton, FL 34209
Frederick W. Ruebeck 59 TrusteeC Director of Investments, Eli Lilly and Company (June,
Eli Lilly & Company 1988 to present). Trustee of One Group Investment Trust
Lilly Corporate Center since 1994.
307 East McCarty
Indianapolis, IN 46258
Robert A. Oden, Jr. 52 TrusteeC President, Kenyon College (1995 to present);
Office of the President Headmaster, The Hotchkiss School (1989 to 1995).
Ransom Hall Trustee of One Group Investment Trust since 1997.
Kenyon College
Gambier, OH 43022
John F. Finn* 51 TrusteeC President of Gardner, Inc. (1975 to present). Trustee
Gardner, Inc. of One Group Investment Trust since 1998.
1150 Chesapeake Ave
Columbus, Ohio 43212
Marilyn McCoy 51 NA Vice President of Administration and Planning
Northwestern University Northwestern University (1985 to present). Trustee of
Office of the Vice President Pegasus Variable Funds since 1996.
Administration & Planning
633 Clarke St.,
Crown 2-112
Evanston, IL 60208
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE WITH THE TRUST DURING THE PAST FIVE YEARS
- ---------------- --- -------------- --------------------------
<S> <C> <C> <C>
Julius L. Pallone 68 NA President, J.L. Pallone Associates (1994 to present).
J.L. Pallone Associates Trustee of Pegasus Variable Funds since 1987.
3000 Town Center
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 Investment
Management & Research Management and Research. Trustee of Pegasus Variable
5 Boar's Head Lane Funds since 1993.
Charlottesville, VA 22901
</TABLE>
- ---------
C 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.
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.
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<PAGE> 8
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED
COMPENSATION AS PART OF ONE TOTAL
FROM ONE GROUP GROUP ESTIMATED ANNUAL COMPENSATION
NAME OF PERSON, INVESTMENT INVESTMENT BENEFITS 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 NA NA $48,500
Trustee
John F. Finn, Trustee $1,500(2) 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.
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
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<PAGE> 9
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
Three Nationwide Plaza and Treasurer President and General Manager
Columbus, Ohio 43215 of Nationwide Advisory
Age: 42 Services, Inc., the
Administrator of One Group
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 and Since August, 1998, Ms.
Three Nationwide Plaza Assistant Treasurer Tackett has been Director of
Columbus, Ohio 43215 Strategic Development for
Age: 33 Nationwide Advisory Services,
Inc. From 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 and Mr. Carver has been
Three Nationwide Plaza Assistant Secretary Compliance Manager of
Columbus, Ohio 43215 Nationwide Advisory Services,
Age: 44 Inc. since January, 1996.
Prior to that time, Mr.
Carver served as Financial
Controls Manager of
Nationwide Advisory Services,
Inc.
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE TRUST DURING PAST 5 YEARS
- ---------------- -------------------- -----------------------------
<S> <C> <C>
Christopher A. Cray* Vice President and Mr. Cray has been Treasurer
Three Nationwide Plaza Secretary of Nationwide Advisory
Columbus, Ohio 43215 Services, Inc. since
Age: 40 September, 1997. Prior to
that time he served as
Director-Corporate Accounting
of Nationwide Insurance
Enterprises
H. Carl Juckett* Vice President and Mr. Juckett joined Nationwide
Three Nationwide Plaza Assistant Treasurer Advisory Services in July,
Columbus, Ohio 43215 1998 as the Manager of Fund
Age: 43 Accounting. Prior to joining
Nationwide, Mr. 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.
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<PAGE> 11
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."
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 Portfolios 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
9
<PAGE> 12
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>
PERCENTAGE
AMOUNT AND NATURE OF FUNDS
OF VOTING AND OUTSTANDING
NAME OF PORTFOLIO NAME AND ADDRESS INVESTMENT POWER SHARES
- ----------------- ---------------- ----------------- -----------
<S> <C> <C> <C>
Government Bond Nationwide VA Account-C Shared voting and 85.13%
PO Box 18202 investment power over
Columbus OH 43218-2029 3,760,510.485 shares of
the Portfolio
Nationwide Life and Sole voting and 14.87%
Annuity Insurance investment power over
Company 656,814.957 shares of
Seed Account the Portfolio
PO Box 182029
Columbus OH 43218-2029
Balanced (formerly Nationwide VA Separate Shared voting and 98.32%
Asset Allocation) Account-C investment power over
PO Box 182029 7,338,316.210 shares of
Columbus OH 43218-2029 the Portfolio
Mid Cap Growth Nationwide VA Separate Shared voting and 99.93%
(formerly Growth Account-C investment power over
Opportunities) PO Box 182029 5,127,163.125 shares of
Columbus OH 43218-2029 the Portfolio
Large Cap Growth Nationwide VA Separate Shared voting and 96.16%
(formerly Large Account-C investment power over
Company Growth) PO Box 182029 9,008,881.400 shares of
Columbus OH 43218-2029 the Portfolio
Equity Index Nationwide VA Separate Sole voting and 79.79%
Account-C investment power over
Accounting 1,293,005.130 shares of
PO Box 182029 the Portfolio
Columbus OH 43218-2029
Nationwide Life Sole voting and 15.54%
Insurance Co investment power over
Seed Account 251,863.965 shares of
One Nationwide Plaza the Portfolio
Columbus OH 43215-2239
</TABLE>
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<PAGE> 13
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 6, 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.
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<PAGE> 14
GROUP(R) INVESTMENT TRUST BALANCED PORTFOLIO
PROXY/VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THESE VOTING INSTRUCTIONS ARE 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> 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 CONTRACT OWNER. 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 Proxy/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 PROXY/VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 16
ONE GROUP(R) INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO
PROXY/VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THESE VOTING INSTRUCTIONS ARE 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> 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 CONTRACT OWNER. 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 Proxy/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 PROXY/VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 18
ONE GROUP(R) INVESTMENT TRUST MID CAP GROWTH PORTFOLIO
PROXY/VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THESE VOTING INSTRUCTIONS ARE 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> 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 CONTRACT OWNER. 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 Proxy/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 PROXY/VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 20
ONE GROUP(R) INVESTMENT TRUST EQUITY INDEX PORTFOLIO
PROXY/VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THESE VOTING INSTRUCTIONS ARE 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> 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 CONTRACT OWNER. 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 Proxy/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 PROXY/VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE> 22
ONE GROUP(R) INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO
PROXY/VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF
SHAREHOLDERS, APRIL 28, 1999
THESE VOTING INSTRUCTIONS ARE 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> 23
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 CONTRACT OWNER. 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 Proxy/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 PROXY/VOTING INSTRUCTION FORM
PROMPTLY USING THE ENCLOSED ENVELOPE
