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Registration No. 333-43671
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
----------------------------
NATIONWIDE VLI SEPARATE ACCOUNT-4
(EXACT NAME OF TRUST)
----------------------------
NATIONWIDE LIFE INSURANCE COMPANY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)
DENNIS W. CLICK
SECRETARY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------------------
================================================================================
Approximate date of proposed public offering: (As soon as practicable
after the effective date of this Registration Statement).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2
<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
<S> <C>
1...............................................................................Nationwide Life Insurance Company
The Variable Account
2...............................................................................Nationwide Life Insurance Company
3...............................................................................Custodian of Assets
4...............................................................................Distribution of The Policies
5...............................................................................The Variable Account
6...............................................................................Not Applicable
7...............................................................................Not Applicable
8...............................................................................Not Applicable
9...............................................................................Legal Proceedings
10...............................................................................Information About The Policies; How
The Cash Value Varies; Right to
Exchange for a Fixed Benefit Policy;
Reinstatement; Other Policy
Provisions
11...............................................................................Investments of The Variable
Account
12...............................................................................The Variable Account
13...............................................................................Policy Charges
Reinstatement
14...............................................................................Underwriting and Issuance -
Premium Payments
Minimum Requirements for
Issuance of a Policy
15...............................................................................Investments of the Variable
Account; Premium Payments
16...............................................................................Underwriting and Issuance -
Allocation of Cash Value
17...............................................................................Surrendering The Policy for Cash
18...............................................................................Reinvestment
19...............................................................................Not Applicable
20...............................................................................Not Applicable
21...............................................................................Policy Loans
22...............................................................................Not Applicable
23...............................................................................Not Applicable
24...............................................................................Not Applicable
25...............................................................................Nationwide Life Insurance Company
26...............................................................................Not Applicable
27...............................................................................Nationwide Life Insurance Company
28...............................................................................Company Management
29...............................................................................Company Management
30...............................................................................Not Applicable
31...............................................................................Not Applicable
32...............................................................................Not Applicable
33...............................................................................Not Applicable
34...............................................................................Not Applicable
35...............................................................................Nationwide Life Insurance Company
36...............................................................................Not Applicable
37...............................................................................Not Applicable
38...............................................................................Distribution of The Policies
39...............................................................................Distribution of The Policies
40...............................................................................Not Applicable
</TABLE>
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<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
<S> <C>
41(a)............................................................................Distribution of The Policies
42...............................................................................Not Applicable
43...............................................................................Not Applicable
44...............................................................................How The Cash Value Varies
45...............................................................................Not Applicable
46...............................................................................How The Cash Value Varies
47...............................................................................Not Applicable
48...............................................................................Custodian of Assets
49...............................................................................Not Applicable
50...............................................................................Not Applicable
51...............................................................................Summary of The Policies;
Information About The Policies
52...............................................................................Substitution of Securities
53...............................................................................Taxation of The Company
54...............................................................................Not Applicable
55...............................................................................Not Applicable
56...............................................................................Not Applicable
57...............................................................................Not Applicable
58...............................................................................Not Applicable
59...............................................................................Financial Statements
</TABLE>
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NATIONWIDE LIFE INSURANCE COMPANY
P.O. Box 182150
Columbus, Ohio 43218-2150
(800) 547-7548, TDD (800) 238-3035
CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-4
The life insurance policies offered by this prospectus are corporate flexible
premium variable universal life insurance policies (collectively referred to as
the "Policies"). The Policies are designed for use by corporations and
employers, to provide life insurance coverage and the flexibility to vary the
amount and frequency of premium payments. The Policies also may provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
The death benefit and Cash Value of the Policies may vary to reflect the
experience of Nationwide VLI Separate Account-4 (the "Variable Account") or the
Fixed Account to which Cash Values are allocated.
The Policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code (the "Code").
The Policy Owner may allocate Net Premiums and Cash Value to one or more of the
Sub-Accounts of the Variable Account and the Fixed Account. The assets of each
Sub-Account will be used to purchase, at Net Asset Value, shares of a designated
Underlying Mutual Fund in the following series:
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.,
A MEMBER OF THE AMERICAN CENTURY(SM) FAMILY OF INVESTMENTS
American Century VP Income & Growth American Century VP International
American Century VP Value
DREYFUS
The Dreyfus Socially Responsible Dreyfus Stock Index Fund, Inc.
Growth Fund, Inc.
Dreyfus Variable Investment Fund - Capital Appreciation Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP Equity-Income Portfolio: Service Class VIP Growth Portfolio: Service Class
VIP High Income Portfolio: Service Class* VIP Overseas Portfolio: Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II Contrafund Portfolio: Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
VIP III Growth Opportunities Portfolio: Service Class
MORGAN STANLEY
Morgan Stanley Universal Funds, Inc. - Emerging Markets Debt Portfolio
Van Kampen American Capital Life Investment Trust -
Morgan Stanley Real Estate Securities Portfolio
NATIONWIDE SEPARATE ACCOUNT TRUST
Capital Appreciation Fund Government Bond Fund
Money Market Fund Total Return Fund
Nationwide Balanced Fund Nationwide Equity Income Fund
Nationwide Global Equity Fund Nationwide High Income Bond Fund*
Nationwide Multi Sector Bond Fund* Nationwide Select Advisers Mid Cap Fund
Nationwide Small Cap Value Fund Nationwide Small Company Fund
Nationwide Strategic Growth Fund Nationwide Strategic Value Fund
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
AMT Guardian Portfolio AMT Mid-Cap Growth Portfolio
AMT Partners Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Aggressive Growth Fund
(formerly "Oppenheimer Capital Appreciation Fund")
Oppenheimer Growth & Income Fund Oppenheimer Growth Fund
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Emerging Markets Fund Worldwide Hard Assets Fund
WARBURG PINCUS TRUST
Growth & Income Portfolio International Equity Portfolio
Post-Venture Capital Portfolio
1
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* These Underlying Mutual Funds may invest in lower quality debt securities
commonly referred to as junk bonds.
NATIONWIDE LIFE INSURANCE COMPANY (THE "COMPANY") GUARANTEES THAT THE DEATH
BENEFIT FOR A POLICY WILL NEVER BE LESS THAN THE SPECIFIED AMOUNT STATED ON THE
POLICY DATA PAGES AS LONG AS THE POLICY IS IN FORCE. THERE IS NO GUARANTEED CASH
SURRENDER VALUE. IF THE CASH SURRENDER VALUE IS INSUFFICIENT TO COVER THE
CHARGES UNDER THE POLICY, THE POLICY WILL LAPSE WITHOUT VALUE. THIS PROSPECTUS
GENERALLY DESCRIBES ONLY THAT PORTION OF THE CASH VALUE ALLOCATED TO THE
VARIABLE ACCOUNT. FOR A BRIEF SUMMARY OF THE FIXED ACCOUNT, SEE "THE FIXED
ACCOUNT OPTION."
INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE NOT
GUARANTEED OR ENDORSED BY, ANY ADVISER OF THE UNDERLYING MUTUAL FUNDS IDENTIFIED
ABOVE, THE U.S. GOVERNMENT, OR ANY BANK OR BANK AFFILIATE. INVESTMENTS ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. ANY INVESTMENT IN THE CONTRACT
INVOLVES CERTAIN INVESTMENT RISK WHICH MAY INCLUDE THE POSSIBLE LOSS OF
PRINCIPAL.
THE BENEFITS DESCRIBED IN THIS PROSPECTUS MAY NOT BE AVAILABLE IN EVERY
JURISDICTION. PLEASE REFER TO YOUR POLICY FOR SPECIFIC BENEFIT INFORMATION.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SITE, www.sec.gov, THAT
CONTAINS ANY MATERIAL INCORPORATED BY REFERENCE RELATING TO THIS PROSPECTUS.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. A PROSPECTUS
FOR THE UNDERLYING MUTUAL FUND OPTION(S) BEING CONSIDERED MUST ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH.
THE DATE OF THIS PROSPECTUS IS MAY 1,1998.
2
<PAGE> 6
GLOSSARY OF TERMS
ATTAINED AGE- The Insured's age on the Policy Date, plus the number of full
years since the Policy Date.
ACCUMULATION UNIT- An accounting unit of measure used to calculate the Cash
Value of the Variable Account.
BENEFICIARY- The person to whom the Death Proceeds are paid.
CASH VALUE- The sum of the Policy values in the Variable Account, Fixed Account
and any associated value in the Policy Loan Account.
CASH SURRENDER VALUE- The Policy's Cash Value, less any Indebtedness under the
Policy.
CODE- The Internal Revenue Code of 1986, as amended.
COMPANY- Nationwide Life Insurance Company.
DEATH PROCEEDS- Amount of money payable to the Beneficiary if the Insured dies
while the Policy is in force prior to the Maturity Date.
FIXED ACCOUNT- An investment option which is funded by the General Account of
the Company.
GENERAL ACCOUNT- All assets of the Company other than those of the Variable
Account or in other separate accounts that have been or may be established by
the Company.
GUIDELINE LEVEL PREMIUM- The amount of level annual premium calculated in
accordance with the provisions of the Code. It represents the level annual
premiums required to mature the Policy under guaranteed mortality and current
expense charges, and an interest rate of 4%.
HOME OFFICE- The main office of the Company located in Columbus, Ohio.
INDEBTEDNESS- Amounts owed the Company as a result of Policy loans including
both principal and accrued interest.
INITIAL PREMIUM- The Initial Premium is the premium required for coverage to
become effective on the Policy Date. It is shown on the Policy Data Page.
INSURED- The person whose life is covered by the Policy, and who is named on the
Policy Data Page.
MATURITY DATE- The Policy Anniversary on or following the Insured's 100th
birthday.
MONTHLY ANNIVERSARY DAY- The same day as the Policy Date for each succeeding
month.
NET AMOUNT AT RISK- For any Policy month, the Net Amount at Risk is the death
benefit at the beginning of the Policy month minus the Cash Value calculated at
the beginning of the Policy month prior to deduction of the base Policy cost of
insurance charge.
NET ASSET VALUE- The value of one share of an Underlying Mutual Fund at the end
of a market day or at the close of the New York Stock Exchange. Net Asset Value
is computed by adding the value of all portfolio holdings plus other assets,
deducting liabilities and then dividing the result by the number of shares
outstanding.
NET PREMIUMS- Net Premiums are equal to the actual premiums minus the percent of
premium charge. The percent of premium charges are shown on the Policy Data
Page.
POLICY ANNIVERSARY- The same day and month as the Policy Date for succeeding
years.
POLICY CHARGES- All deductions made from the value of the Variable Account, or
the Policy Cash Value.
POLICY DATE- The date the provisions of the Policy take effect, as shown on the
Policy Owner's Policy Data Page.
POLICY LOAN ACCOUNT- The Portion of the Cash Value which results from Policy
Indebtedness.
POLICY OWNER- The person designated in the Policy application as the Owner.
POLICY YEAR- Each year commencing with the Policy Date and each Policy
Anniversary thereafter.
SCHEDULED PREMIUM- The Scheduled Premium is shown on the Policy Data Page.
SPECIFIED AMOUNT- A dollar amount used to determine the death benefit under a
Policy. It is shown on the Policy Data Page.
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SUB-ACCOUNTS- Separate and distinct divisions of the Variable Account, to which
specific Underlying Mutual Fund shares are allocated and for which Accumulation
Units and Annuity Units are separately maintained.
SURRENDER CHARGE- An amount deducted from the Cash Value if the Policy is
surrendered. This amount is zero.
TARGET PREMIUM- The level annual premium at which the sales load is reduced on a
current basis.
UNDERLYING MUTUAL FUNDS- The underlying mutual funds which correspond to the
Sub-Accounts of the Variable Account.
VALUATION DATE- Each day the New York Stock Exchange and the Home Office are
open for business or any other day during which there is sufficient degree of
trading that the current Cash Value might be materially affected.
VALUATION PERIOD- A period commencing with the close of business on the New York
Stock Exchange and ending at the close of business for the next succeeding
Valuation Date.
VARIABLE ACCOUNT- Nationwide VLI Separate Account-4, a separate investment
account of the Company.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
GLOSSARY OF TERMS............................................................................................3
SUMMARY OF THE POLICIES......................................................................................8
Variable Life Insurance.............................................................................8
The Variable Account and its Sub-Accounts...........................................................8
The Fixed Account...................................................................................8
Deductions and Charges..............................................................................8
Premiums............................................................................................9
NATIONWIDE LIFE INSURANCE COMPANY............................................................................9
THE VARIABLE ACCOUNT.........................................................................................9
Investments of the Variable Account................................................................10
American Century Variable Portfolios, Inc., a member of the American Century(SM)
Family of Investments.....................................................................11
Dreyfus Stock Index Fund, Inc......................................................................11
Dreyfus Variable Investment Fund...................................................................12
The Dreyfus Socially Responsible Growth Fund, Inc..................................................12
Fidelity Variable Insurance Products Fund: Service Class...........................................12
Fidelity Variable Insurance Products Fund II: Service Class........................................13
Fidelity Variable Insurance Products Fund III: Service Class.......................................13
Morgan Stanley Universal Funds, Inc................................................................13
Nationwide Separate Account Trust..................................................................14
Subadvised Nationwide Funds...............................................................14
Neuberger & Berman Advisers Management Trust.......................................................17
Oppenheimer Variable Account Funds.................................................................17
Van Eck Worldwide Insurance Trust..................................................................18
Van Kampen American Capital Life Investment Trust..................................................18
Warburg Pincus Trust...............................................................................19
Reinvestment.......................................................................................19
Transfers..........................................................................................19
Dollar Cost Averaging..............................................................................20
Substitution of Securities.........................................................................20
Voting Rights......................................................................................21
INFORMATION ABOUT THE POLICIES..............................................................................21
Underwriting and Issuance..........................................................................21
-Minimum Requirements for Issuance of a Policy.....................................................21
-Premium Payments..................................................................................21
Allocation of Net Premium and Cash Value...........................................................22
Short-Term Right to Cancel Policy..................................................................22
POLICY CHARGES..............................................................................................22
Deductions from Premiums...........................................................................22
Deductions from Cash Value.........................................................................23
-Monthly Cost of Insurance.........................................................................23
-Monthly Administrative Charge.....................................................................23
Deductions from the Sub-Accounts...................................................................23
Reduction of Charges (Policy and Sub-Accounts).....................................................24
Expenses of the Underlying Mutual Funds............................................................24
HOW THE CASH VALUE VARIES...................................................................................28
How the Investment Experience is Determined........................................................28
Net Investment Factor..............................................................................28
Valuation of Assets................................................................................28
Determining the Cash Value.........................................................................28
Valuation Periods and Valuation Dates..............................................................29
SURRENDERING THE POLICY FOR CASH............................................................................29
Right to Surrender.................................................................................29
Cash Surrender Value...............................................................................29
Partial Surrenders.................................................................................29
-Preferred Partial Surrenders......................................................................29
-Reduction of the Specified Amount.................................................................29
</TABLE>
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<TABLE>
<S> <C>
Maturity Proceeds..................................................................................30
Income Tax Withholding.............................................................................30
POLICY LOANS................................................................................................30
Taking a Policy Loan...............................................................................30
Effect on Investment Performance...................................................................30
Interest...........................................................................................30
Effect on Death Benefit and Cash Value.............................................................31
Repayment..........................................................................................31
HOW THE DEATH BENEFIT VARIES................................................................................31
Calculation of the Death Benefit...................................................................31
Proceeds Payable on Death..........................................................................33
RIGHT OF CONVERSION.........................................................................................33
CHANGES OF INVESTMENT POLICY................................................................................33
GRACE PERIOD................................................................................................33
REINSTATEMENT...............................................................................................33
THE FIXED ACCOUNT OPTION....................................................................................34
CHANGES IN EXISTING INSURANCE COVERAGE......................................................................34
Specified Amount Increases.........................................................................34
Specified Amount Decreases.........................................................................34
Changes in the Death Benefit Option................................................................35
OTHER POLICY PROVISIONS.....................................................................................35
Policy Owner.......................................................................................35
Beneficiary........................................................................................35
Assignment.........................................................................................35
Incontestability...................................................................................35
Error in Age ......................................................................................36
Suicide............................................................................................36
Nonparticipating Policies..........................................................................36
Riders.............................................................................................36
LEGAL CONSIDERATIONS........................................................................................36
DISTRIBUTION OF THE POLICIES................................................................................36
CUSTODIAN OF ASSETS.........................................................................................37
TAX MATTERS.................................................................................................37
Policy Proceeds....................................................................................37
Withholding........................................................................................38
-Non-Resident Aliens...............................................................................38
-Federal Estate and Generation-Skipping Transfer Taxes.............................................38
Taxation of the Company............................................................................39
Tax Changes........................................................................................39
THE COMPANY.................................................................................................40
COMPANY MANAGEMENT..........................................................................................40
Directors of the Company...........................................................................41
Executive Officers of the Company..................................................................42
OTHER CONTRACTS ISSUED BY THE COMPANY.......................................................................43
STATE REGULATION............................................................................................43
REPORTS TO POLICY OWNERS....................................................................................43
ADVERTISING.................................................................................................43
YEAR 2000 COMPLIANCE ISSUES.................................................................................44
LEGAL PROCEEDINGS...........................................................................................44
EXPERTS.....................................................................................................44
REGISTRATION STATEMENT......................................................................................44
LEGAL OPINIONS..............................................................................................45
APPENDIX....................................................................................................46
FINANCIAL STATEMENTS........................................................................................56
</TABLE>
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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
7
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SUMMARY OF THE POLICIES
VARIABLE LIFE INSURANCE
The variable life insurance Policies offered by Nationwide Life Insurance
Company (the "Company") provide for life insurance coverage on the Insured. The
Policies may provide for a Cash Surrender Value which is payable if the Policy
is terminated during the Insured's lifetime.
The death benefit and Cash Value of the Policies may increase or decrease to
reflect the investment performance of the Sub-Accounts or the Fixed Account to
which Cash Values are allocated (see "How the Death Benefit Varies"). There is
no guaranteed Cash Surrender Value (see "How the Cash Value Varies"). If the
Cash Surrender Value is insufficient to pay the Policy Charges, the Policy will
lapse without value.
Under certain conditions, a Policy may become a modified endowment contract as a
result of a material change or a reduction in benefits as defined by the
Internal Revenue Code ("Code"). Excess premiums paid may also cause the Policy
to become a modified endowment contract. The Company will monitor premiums paid
and other Policy transactions and will notify the Policy Owner when the Policy's
non-modified endowment contract status is in jeopardy (see "Tax Matters").
THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner selects the
Sub-Accounts or the Fixed Account into which the Cash Value will be allocated.
In such states which require a return of premiums to those Policy Owners
exercising their short term right to cancel (see "Short Term Right to Cancel
Policy"), Net Premiums will be allocated to the Nationwide Separate Account
Trust ("NSAT")-Money Market Fund (for any Net Premiums allocated to a
Sub-Account on the application) or the Fixed Account until the expiration of the
period in which the Policy Owner may exercise his or her short-term right to
cancel the Policy. Assets of each Sub-Account are invested at Net Asset Value in
shares of corresponding Underlying Mutual Funds (see "Allocation of Net Premium
and Cash Value"). For a description of the Underlying Mutual Fund options and
their investment objectives, see "Investments of the Variable Account."
THE FIXED ACCOUNT
The Fixed Account is funded by the assets of the General Account. Cash Values
allocated to the Fixed Account are credited with interest daily at a rate
declared by the Company. The interest rate declared is at the Company's sole
discretion, but may never be less than an effective annual rate of 3%. The Fixed
Account is not available for Policies issued in the State of Texas.
DEDUCTIONS AND CHARGES
The Company deducts certain charges from the assets of the Variable Account and
the Cash Value of the Policy. These charges are made for administrative and
sales expenses, state premium taxes, providing life insurance protection and
assuming the mortality and expense risks. For a discussion of any charges
imposed by the Underlying Mutual Fund options, see the prospectuses of the
respective Underlying Mutual Funds.
The Company deducts a sales load from each premium payment received which is
guaranteed never to exceed 5.5% of such premium payment during the first seven
Policy Years and 2% thereafter. On a current basis, the sales load is 5.5% of
the Target Premium plus 3% of premiums in excess of the Target Premium during
the first seven Policy Years, and 0% on all premiums thereafter.
The Company also deducts from premium payments a tax expense charge of 3.5%, on
both a current and guaranteed basis, of all premium payments. This charge
reimburses the Company for premium taxes imposed by various state and local
jurisdictions and for federal taxes imposed under Section 848 of the Code. The
3.5% tax expense rate consists of the following components: (1) a state premium
tax rate of 2.25%; and (2) a federal tax rate of 1.25%.
8
<PAGE> 12
The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:
1. monthly cost of insurance; plus
2. monthly cost of any additional benefits provided by riders to the
Policy; plus
3. an administrative expense charge. This charge is currently $5.00 per
month. The charge may be increased at the sole discretion of the
Company but is guaranteed not to exceed $10.00 per month.
The Company also deducts on a daily basis from the assets of the Variable
Account a charge to provide for mortality and expense risks. This charge is
guaranteed not to exceed an annual effective rate of 0.75% of the daily net
assets of the Variable Account. On a current basis this annual effective rate
will be 0.40% in the first through fourth Policy Years, 0.25% in fifth through
twentieth Policy Years and 0.10% thereafter.
There are no Surrender Charges.
Underlying Mutual Fund shares are purchased at Net Asset Value, which reflects
the deduction of investment management fees and certain other expenses. The
management fees are charged by each Underlying Mutual Fund's investment adviser
for managing the Underlying Mutual Fund and selecting its portfolio of
securities. Other Underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the Underlying Mutual Fund. (See
"Expenses of the Underlying Mutual Funds.")
PREMIUMS
The minimum Initial Premium for which a Policy may be issued is equal to three
monthly deductions. A Policy may be issued to an Insured up to age 80. For a
limited time, the Policy Owner has the right to cancel the Policy and the
Company will refund the amount prescribed by the state in which the Policy was
issued (see "Short-Term Right to Cancel Policy"). The Initial Premium is due on
the Policy Date. It will be credited on the Policy Date. Any due and unpaid
monthly deductions will be subtracted from the Cash Value at this time.
Insurance will not be effective until the Initial Premium is paid. The Initial
Premium is shown on the Policy data page. Premiums, other than the Initial
Premium, may be made at any time while the Policy is in force.
NATIONWIDE LIFE INSURANCE COMPANY
The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929. The Company is a member of the "Nationwide
Insurance Enterprise" with its Home Office at One Nationwide Plaza, Columbus,
Ohio 43215.
The Company is a provider of life insurance, annuities and retirement products.
It is admitted to do business in all states, the District of Columbia, and
Puerto Rico (for additional information, see "The Company").
THE VARIABLE ACCOUNT
The Variable Account was established by the Company on December 3, 1987,
pursuant to Ohio law. The Company has caused the Variable Account to be
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act"). Nationwide Life Insurance Company, One Nationwide Plaza, Columbus,
Ohio 43215 serves as Trustee for the Trust. Nationwide Advisory Services, Inc.,
One Nationwide Plaza, Columbus, Ohio 43215 serves as principal underwriter for
the Trust. Such registration does not involve supervision of the management of
the Variable Account or of the Company by the Securities and Exchange
Commission.
The Variable Account is a separate investment account of the Company and as
such, is not chargeable with the liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. The death benefit and Cash Value under the
Policy may vary with the investment performance of the investments in the
Variable Account (see "How the Death Benefit Varies" and "How the Cash Value
Varies").
Premium payments and Cash Value are allocated within the Variable Account among
one or more Sub-Accounts (see "Tax Matters"). The assets of each Sub-Account are
used to purchase shares of the Underlying Mutual Fund options designated by the
Policy Owner. Thus, the investment performance of a Policy depends upon the
investment performance of the Underlying Mutual Fund options designated by the
Policy Owner.
9
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INVESTMENTS OF THE VARIABLE ACCOUNT
At the time of application, the Policy Owner elects to have the Net Premiums
allocated among one or more of the Sub-Accounts and the Fixed Account (see
"Allocation of Cash Value"). During the period in which the Policy Owner may
exercise his or her short-term right to cancel the Policy, all Net Premiums not
allocated to the Fixed Account are placed in the NSAT- Money Market Fund. At the
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy, shares of the Underlying Mutual Funds
specified by the Policy Owner are purchased at Net Asset Value for the
respective Sub-Accounts. Any subsequent Net Premiums received after this period
will be allocated based on the Underlying Mutual Fund allocation factors.
No less than 1% of Net Premiums may be allocated to any one Sub-Account or the
Fixed Account. The Policy Owner may change the allocation of Net Premiums or may
transfer Cash Value from one Sub-Account to another, subject to such terms and
conditions as may be imposed by each Underlying Mutual Fund option and as set
forth in this prospectus (see "Transfers", "Allocation of Cash Value", and
"Short-Term Right to Cancel Policy").
The Underlying Mutual Fund options are available only to serve as the underlying
investment for variable annuity and variable life contracts issued through
separate accounts of life insurance companies which may or may not be
affiliated, also known as "mixed and shared funding." There are certain risks
associated with mixed and shared funding, which is disclosed in each Underlying
Mutual Funds' prospectus. A full description of the Underlying Mutual Funds,
their investment policies and restrictions, risks and charges are contained in
the prospectuses of the respective Underlying Mutual Funds.
Each of the Underlying Mutual Fund options is a registered investment company
which receives investment advice from a registered investment adviser:
1. American Century Variable Portfolios, Inc., a member of the American
Century(sm) Family of Investments, managed by American Century
Investment Management, Inc.;
2. Dreyfus Stock Index Fund, Inc., managed by The Dreyfus
Corporation/Mellon Equity Associates;
3. The Dreyfus Socially Responsible Growth Fund, Inc., managed by The
Dreyfus Corporation/NCM Capital Management Group;
4. Dreyfus Variable Investment Fund, managed by The Dreyfus Corporation;
5. Fidelity Variable Insurance Products Fund: Service Class, managed by
Fidelity Management & Research Company;
6. Fidelity Variable Insurance Products Fund II: Service Class, managed by
Fidelity Management & Research Company;
7. Fidelity Variable Insurance Products Fund III: Service Class, managed
by Fidelity Management & Research Company;
8. Morgan Stanley Universal Funds, Inc. managed by Morgan Stanley Asset
Management, Inc.
9. Nationwide Separate Account Trust, managed by Nationwide Advisory
Services, Inc.;
10. Neuberger & Berman Advisers Management Trust, managed by Neuberger &
Berman Management Incorporated;
11. Oppenheimer Variable Accounts Funds, managed by OppenheimerFunds, Inc.;
12. Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
Corporation;
13. Van Kampen American Capital Life Investment Trust, managed by Van
Kampen American Capital Asset Management, Inc.; and
14. Warburg Pincus Trust, managed by Warburg Pincus Asset Management, Inc.
The Underlying Mutual Fund options are NOT available to the general public
directly. The Underlying Mutual Funds are available as investment options in
variable life insurance policies or variable annuity contracts issued by life
insurance companies or, in some cases, through participation in certain
qualified pension or retirement plans.
Some of the Underlying Mutual Funds have been established by investment advisers
which manage publicly traded mutual funds having similar names and investment
objectives. While some of the Underlying Mutual Funds may be similar to, and may
in fact be modeled after publicly traded mutual funds, Policy purchasers
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<PAGE> 14
should understand that the Underlying Mutual Funds are not otherwise directly
related to any publicly traded mutual fund. Consequently, the investment
performance of publicly traded mutual funds and any corresponding Underlying
Mutual Funds may differ substantially.
A summary of investment objectives is contained in the description of each
Underlying Mutual Fund below. These Underlying Mutual Fund options are available
only to serve as the underlying investment for variable annuity and variable
life contracts issued through separate accounts of life insurance companies
which may or may not be affiliated, also known as "mixed and shared funding."
There are certain risks associated with mixed and shared funding, which is
disclosed in the Underlying Mutual Funds' prospectuses. A full description of
the Underlying Mutual Funds, their investment policies and restrictions, risks
and charges are contained in the prospectuses of the respective Underlying
Mutual Funds. Prospectuses for the Underlying Mutual Funds must be read in
conjunction with this prospectus. A copy of each prospectus may be obtained
without charge from the Company by calling 1-800-547-7548, TDD 1-800-238-3035,
or by writing P.O. Box 182150, Columbus, Ohio 43128-2150. THERE CAN BE NO
ASSURANCE THAT THE INVESTMENT OBJECTIVES WILL BE ACHEIVED.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC., MEMBER OF THE AMERICAN CENTURY(SM)
FAMILY OF INVESTMENTS.
American Century Variable Portfolios, Inc. was organized as a Maryland
corporation in 1987. It is a diversified, open-end investment management company
which offers its shares only as investment vehicles for variable annuity and
variable life insurance products of insurance companies. American Century
Variable Portfolios, Inc. is managed by American Century Investment Management,
Inc.
-AMERICAN CENTURY VP INCOME & GROWTH
Investment Objective: Dividend growth, current income and capital
appreciation. The Fund seeks to achieve its investment objective by
investing in common stocks. The investment manager constructs the
portfolio to match the risk characteristics of the S&P 500 Stock Index
and then optimizes each portfolio to achieve the desired balance of risk
and return potential. This includes targeting a dividend yield that
exceeds that of the S&P 500. Such a management technique known as
"portfolio optimization" may cause the Fund to be more heavily invested
in some industries than in others. However, the Fund may not invest more
than 25% of its total assets in companies whose principal business
activities are in the same industry.
-AMERICAN CENTURY VP INTERNATIONAL
Investment Objective: To seek capital growth. The Fund will seek to
achieve its investment objective by investing primarily in securities of
foreign companies that meet certain fundamental and technical standards
of selection and, in the opinion of the investment manager, have
potential for appreciation. Under normal conditions, the Fund will
invest at least 65% of its assets in common stocks or other equity
securities of issuers from at least three countries outside the United
States. While securities of United States issuers may be included in the
portfolio from time to time, it is the primary intent of the manager to
diversify investments across a broad range of foreign issuers. Although
the primary investment of the Fund will be common stocks (defined to
include depository receipts for common stock and other equity
equivalents), the Fund may also invest in other types of securities
consistent with the Fund's objective. When the manager believes that the
total capital growth potential of other securities equals or exceeds the
potential return of common stocks, the Fund may invest up to 35% of its
assets in such other securities. There can be no assurance that the Fund
will achieve its objectives.
-AMERICAN CENTURY VP VALUE
Investment Objective: The investment objective of the Fund is long-term
capital growth; income is a secondary objective. The equity securities
in which the Fund will invest will be primarily securities of
well-established companies with intermediate-to-large market
capitalizations that are believed by management to be undervalued at the
time of purchase. Under normal market conditions, the Fund expects to
invest at least 80% of the value of its total asset in equity
securities, including common and preferred stock, convertible preferred
stock and convertible debt obligations.
DREYFUS STOCK INDEX FUND, INC.
The Dreyfus Stock Index Fund, Inc. ("Fund") is an open-end, non-diversified,
management investment company incorporated under Maryland law on January 24,
1989 and commenced operations on September 29, 1989. The Fund offers its shares
only as investment vehicles for variable annuity and variable life insurance
products of
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<PAGE> 15
insurance companies. The Dreyfus Corporation ("Dreyfus") serves as the Fund's
manager, while Mellon Equity Associates, an affiliate of Dreyfus, serves as the
Fund's index manager. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation.
Investment Objective: To provide investment results that correspond to
the price and yield performance of publicly traded common stocks in the
aggregate, as represented by the Standard & Poor's 500 Composite Stock
Price Index. The Fund is neither sponsored by nor affiliated with
Standard & Poor's Corporation.
DREYFUS VARIABLE INVESTMENT FUND
Dreyfus Variable Investment Fund ("Fund") is an open-end, management investment
company. It was organized as an unincorporated business trust under the laws of
the Commonwealth of Massachusetts on October 29, 1986 and commenced operations
on August 31, 1990. The Fund offers it's shares only as investment vehicles for
variable annuity and variable life insurance products of insurance companies.
Dreyfus serves as the Fund's manager. Fayez Sarofim & Company serves as the
sub-adviser and provides day-to-day management of the portfolio.
-CAPITAL APPRECIATION PORTFOLIO
Investment Objective: The Portfolio's primary investment objective is to
provide long-term capital growth consistent with the preservation of
capital; current income is a secondary investment objective. This
Portfolio invests primarily in the common stocks of domestic and foreign
issuers.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
The Dreyfus Socially Responsible Growth Fund, Inc. is an open-end, diversified,
management investment company incorporated under Maryland law on July 20, 1992
and commenced operations on October 7, 1993. The Fund offers its share only as
investment vehicles for variable annuity and variable life insurance products of
insurance companies. Dreyfus serves as the Fund's investment adviser. NCM
Capital Management Group, Inc. serves as the Fund's sub-investment adviser and
provides day-to-day management of the Fund's portfolio.
Investment Objective: Capital growth through equity investment in
companies that, in the opinion of the Fund's advisers, not only meet
traditional investment standards, but which also show evidence that they
conduct their business in a manner that contributes to the enhancement
of the quality of life in America. Current income is secondary to the
primary goal.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
The Fidelity Variable Insurance Products Fund (VIP) is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
November 13, 1981. Shares of VIP are purchased by insurance companies to fund
benefits under variable life insurance policies and variable annuity contracts.
Fidelity Management & Research Company ("FMR") is the manager for VIP and its
portfolios.
-VIP EQUITY-INCOME PORTFOLIO: SERVICE CLASS
Investment Objective: Reasonable income by investing primarily in
income-producing equity securities. In choosing these securities FMR
also will consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield
on the securities comprising the Standard & Poor's 500 Composite Stock
Price Index.
-VIP GROWTH PORTFOLIO: SERVICE CLASS
Investment Objective: Capital appreciation. This Portfolio will invest
in the securities of both well-known and established companies, and
smaller, less well-known companies which may have a narrow product line
or whose securities are thinly traded. These latter securities will
often involve greater risk than may be found in the ordinary investment
security. FMR's analysis and expertise plays an integral role in the
selection of securities and, therefore, the performance of the
Portfolio. Many securities which FMR believes would have the greatest
potential may be regarded as speculative, and investment in the
Portfolio may involve greater risk than is inherent in other underlying
mutual funds. It is also important to point out that this Portfolio
makes sense for you if you can afford to ride out changes in the stock
market because it invests primarily in common stocks. FMR can also make
temporary investments in securities such as investment-grade bonds,
high-quality preferred stocks and short-term notes, for defensive
purposes when it believes market conditions warrant.
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<PAGE> 16
-VIP HIGH INCOME PORTFOLIO: SERVICE CLASS
Investment Objective: High level of current income by investing
primarily in high-risk, lower-rated, high-yielding, fixed-income
securities, while also considering growth of capital. FMR will seek high
current income normally by investing the Portfolio's assets as follows:
o at least 65% in income-producing debt securities and preferred
stocks, including convertible securities
o up to 20% in common stocks and other equity securities when
consistent with the Portfolio's primary objective or acquired as part
of a unit combining fixed-income and equity securities
Higher yields are usually available on securities that are lower-rated
or that are unrated. Lower-rated securities are usually defined as Ba or
lower by Moody's Investor Service, Inc. ("Moody's"); BB or lower by
Standard & Poor's and may be deemed to be of a speculative nature. The
Portfolio may also purchase lower-quality bonds such as those rated Ca3
by Moody's or C- by Standard & Poor's which provide poor protection for
payment of principal and interest (commonly referred to as "junk
bonds"). For a further discussion of lower-rated securities, please see
the "Risks of Lower-Rated Debt Securities" section of the Portfolio's
prospectus.
-VIP OVERSEAS PORTFOLIO: SERVICE CLASS
Investment Objective: Long-term capital growth primarily through
investments in foreign securities. This Portfolio provides a means for
investors to diversify their own portfolios by participating in
companies and economies outside the United States.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
The Fidelity Variable Insurance Products Fund II (VIP II) is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on March 21, 1988. VIP II's shares are purchased by insurance companies to
fund benefits under variable life insurance policies and variable annuity
contracts. FMR is the manager of VIP II and its portfolios.
-VIP II CONTRAFUND PORTFOLIO: SERVICE CLASS
Investment Objective: To seek capital appreciation by investing
primarily in companies that FMR believes to be undervalued due to an
overly pessimistic appraisal by the public. This strategy can lead to
investments in domestic or foreign companies, small and large, many of
which may not be well known. The Portfolio primarily invests in common
stock and securities convertible into common stock, but it has the
flexibility to invest in any type of security that may produce capital
appreciation.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
The Fidelity Variable Insurance Products Fund III (VIP III) is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on July 14, 1994. VIP III's shares are purchased by insurance companies to
fund benefits under variable life insurance policies and variable annuity
contracts. FMR is the manager of VIP III and its portfolios.
-VIP III GROWTH OPPORTUNITIES PORTFOLIO: SERVICE CLASS
Investment Objective: Capital growth by investing primarily in common
stocks and securities convertible into common stocks. The Portfolio,
under normal conditions, will invest at least 65% of its total assets in
securities of companies that FMR believes have long-term growth
potential. Although the Portfolio invests primarily in common stock and
securities convertible into common stock, it has the ability to purchase
other securities, such as preferred stock and bonds, that may produce
capital growth. The Portfolio may invest in foreign securities without
limitation.
MORGAN STANLEY UNIVERSAL FUNDS, INC.
Morgan Stanley Universal Funds, Inc. is a mutual fund designed to provide
investment vehicles for variable annuity contracts and variable life insurance
policies and for certain tax-qualified investors. Its Emerging Markets Debt
Portfolio is managed by Morgan Stanley Asset Management, Inc.
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<PAGE> 17
-EMERGING MARKETS DEBT PORTFOLIO
Investment Objective: High total return by investing primarily in dollar
and non-dollar denominated fixed income securities of government and
government-related issuers located in emerging market countries, which
securities provide a high level of current income, while at the same
time holding the potential for capital appreciation if the perceived
creditworthiness of the issuer improves due to improving economic,
financial, political, social or other conditions in the country in which
the issuer is located.
NATIONWIDE SEPARATE ACCOUNT TRUST
Nationwide Separate Account Trust ("NSAT") is a diversified open-end management
investment company created under the laws of Massachusetts. NSAT offers shares
in the mutual funds listed below, each with its own investment objectives.
Shares of NSAT will be sold primarily to separate accounts to fund the benefits
under variable life insurance policies and variable annuity contracts issued by
life insurance companies. The assets of NSAT are managed by Nationwide Advisory
Services, Inc. ("NAS"), a wholly-owned subsidiary of Nationwide Life Insurance
Company.
-CAPITAL APPRECIATION FUND
Investment Objective: Long-term growth by primarily investing in a
diversified portfolio of the common stock of companies which NAS
determines have a better-than-average potential for sustained capital
growth over the long term.
-GOVERNMENT BOND FUND
Investment Objective: As high a level of income as is consistent with
the preservation of capital by investing in a diversified portfolio of
securities issued or backed by the U.S. Government, its agencies or
instrumentalities.
-MONEY MARKET FUND
Investment Objective: As high a level of current income as is considered
consistent with the preservation of capital and liquidity by investing
primarily in money market instruments.
-TOTAL RETURN FUND
Investment Objective: Capital growth by investing in common stocks of
companies that NAS believes will have above-average earnings or
otherwise provide investors with above-average potential for capital
appreciation. To maximize this potential, NAS may also utilize from time
to time, securities convertible into common stock, warrants and options
to purchase such stocks.
SUBADVISED NATIONWIDE FUNDS
-NATIONWIDE BALANCED FUND
Subadviser: Salomon Brothers Asset Management, Inc.
Investment Objective: Primarily seeks above-average income compared to a
portfolio entirely invested in equity securities. The Fund's secondary
objective is to take advantage of opportunities for growth of capital
and income. The Fund seeks its objective primarily through investments
in a broad variety of securities, including equity securities,
fixed-income securities and short term obligations. Under normal market
conditions, it is anticipated that the Fund will invest at least 40% of
the Fund's total assets in equity securities and at least 25% in
fixed-income senior securities. The Fund's subadviser, Salomon Brothers
Asset Management, Inc., will have discretion to invest in the full range
of maturities of fixed-income securities. Generally, most of the Fund's
long-term debt investments will consist of "investment grade"
securities, but the Fund may invest up to 20% of its net assets in
non-convertible fixed-income securities rated below investment grade or
determined by the subadviser to be of comparable quality. These
securities are commonly known as junk bonds. In addition, the Fund may
invest an unlimited amount in convertible securities rated below
investment grade.
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<PAGE> 18
-NATIONWIDE EQUITY INCOME FUND
Subadviser: Federated Investment Counseling
Investment Objective: Seeks above average income and capital
appreciation by investing at least 65% of its assets in income-producing
equity securities. Such equity securities include common stocks,
preferred stocks, and securities (including debt securities) that are
convertible into common stocks. The portion of the Fund's total assets
invested in each type of equity security will vary according to the
Fund's subadviser's assessment of market, economic conditions and
outlook.
-NATIONWIDE GLOBAL EQUITY FUND
Subadviser: J. P. Morgan Investment Management Inc.
Investment Objective: To provide high total return from a globally
diversified portfolio of equity securities. Total return will consist of
income plus realized and unrealized capital gains and losses. The Fund
seeks its investment objective through country allocation, stock
selection and management of currency exposure. Under normal market
conditions, J.P. Morgan Investment Management Inc., intends to keep the
Fund essentially fully invested with at least 65% of the value of its
total assets in equity securities consisting of common stocks and other
securities with equity characteristics such as preferred stocks,
warrants, rights, convertible securities, trust certificates, limited
partnership interests and equity participations. The Fund's primary
equity instruments are the common stock of companies based in the
developed countries around the world. The assets of the Fund will
ordinarily be invested in the securities of at least five different
countries.
-NATIONWIDE HIGH INCOME BOND FUND
Subadviser: Federated Investment Counseling
Investment Objective: Seeks to provide high current income by investing
primarily in a professionally managed, diversified portfolio of fixed
income securities. To meet its objective, the Fund intends to invest at
least 65% of its assets in lower-rated fixed income securities such as
preferred stocks, bonds, debentures, notes, equipment lease certificates
and equipment trust certificates which are rated BBB or lower by
Standard & Poor's or Fitch Investors Service or Baa or lower by Moody's
(or if not rated, are determined by the Fund's subadviser to be of a
comparable quality). Such investments are commonly referred to as "junk
bonds." For a further discussion of lower-rated securities, please see
the "High Yield Securities" section of the Fund's prospectus.
-NATIONWIDE MULTI SECTOR BOND FUND
Subadviser: Salomon Brothers Asset Management, Inc. with Salomon
Brothers Asset Management Limited
Investment Objective: Primarily seeks a high level of current income.
Capital appreciation is a secondary objective. The Fund seeks to achieve
its objectives by investing in a globally diverse portfolio of
fixed-income investments and by giving the subadviser, Salomon Brothers
Asset Management, Inc. broad discretion to deploy the Fund's assets
among certain segments of the fixed-income market that the subadviser
believes will best contribute to achievement of the Fund's investment
objectives. The Fund reserves the right to invest predominantly in
securities rated in medium or lower categories, or as determined by the
subadviser to be of comparable quality, commonly referred to as "junk
bonds." Although the subadviser has the ability to invest up to 100% of
the Fund's assets in lower-rated securities, the subadviser does not
anticipate investing in excess of 75% of the Fund's assets in such
securities. The Subadviser has entered into a subadvisory agreement with
its London based affiliate, Salomon Brothers Asset Management Limited,
pursuant to which the subadviser has delegated to Salomon Brothers Asset
Management Limited responsibility for management of the Fund's
investments in non-dollar denominated debt securities and currency
transactions.
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-NATIONWIDE SELECT ADVISERS MID CAP FUND
Subadvisers: First Pacific Advisors, Inc., Pilgrim Baxter & Associates,
Ltd., and Rice, Hall, James & Associates
Investment Objective: Capital appreciation by investing primarily in
equity securities of medium-sized companies (market capitalization
between $500 million and $7 billion). Under normal market conditions,
the Fund will invest in equity securities consisting of common stock,
preferred stock and securities convertible into common stocks, including
convertible preferred stock and convertible bonds. NAS has chosen the
Fund's subadvisers because they utilize a number of different investment
styles. In utilizing these different styles, NAS hopes to increase
prospects for investment return and to reduce market risk and
volatility.
-NATIONWIDE SMALL CAP VALUE FUND
Subadviser: The Dreyfus Corporation
Investment Objective: Capital appreciation through investment in a
diversified portfolio of equity securities of companies with a median
market capitalization of approximately $1 billion. Under normal market
conditions, at least 75% of the Fund's total assets will be invested in
equity securities of companies with market capitalizations at the time
of purchase of between $200 million and $2.5 billion. The Fund will
invest in equity securities of domestic and foreign issuers
characterized as "value" companies according to criteria established by
The Dreyfus Corporation, the Fund's subadviser.
-NATIONWIDE SMALL COMPANY FUND
Subadvisers: The Dreyfus Corporation, Neuberger & Berman, L.P., Pictet
International Management Limited with Van Eck Associates Corporation,
Strong Capital Management, Inc. and Warburg Pincus Asset Management,
Inc.
Investment Objective: Long-term growth of capital by investing primarily
in equity securities of domestic and foreign companies with market
capitalizations of less than $1 billion at the time of purchase. The
subadvisers were chosen because they utilize a number of different
investment styles when investing in small company stocks. By utilizing
different investment styles, NAS hopes to increase prospects for
investment return and to reduce market risk and volatility.
-NATIONWIDE STRATEGIC GROWTH FUND
Subadviser: Strong Capital Management Inc.
Investment Objective: Capital growth by investing primarily in equity
securities that the Fund's subadviser believes have above-average growth
prospects. The Fund will generally invest in companies whose earnings
are believed to be in a relatively strong growth trend, and to a lesser
extent, in companies in which significant further growth is not
anticipated but whose market value is thought to be undervalued. Under
normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities, including common stocks, preferred stocks,
and securities convertible into common or preferred stocks, such as
warrants and convertible bonds. The Fund may invest up to 35% of its
total assets in debt obligations, including intermediate- to long-term
corporate or U.S. Government debt securities.
-NATIONWIDE STRATEGIC VALUE FUND
Subadviser: Strong Capital Management Inc./Schafer Capital Management
Inc.
Investment Objective: Primarily long-term capital appreciation; current
income is a secondary objective. The Fund seeks to meet its objectives
by investing in securities which are believed to offer the possibility
of increase in value, primarily common stocks of established companies
having a strong financial position and a low stock market valuation at
the time of purchase in relation to investment value. Other than
considered appropriate for cash reserves, the Fund will generally
maintain a fully invested position in common stocks of publicly held
companies, primarily in stocks of companies listed on a national
securities exchange or other equity securities (common stock or
securities convertible into common stock). Investments may also be made
in debt securities which are convertible into common stocks and in
warrants or other rights to purchase common stock, which in such case
are considered equity securities by the Fund. Strong Capital Management,
Inc. has subcontracted with Schafer Capital Management, Inc. to
subadvise the Fund.
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NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
Neuberger & Berman Advisers Management Trust ("N&B AMT") is an open-end,
diversified management investment company consisting of several series. Shares
of the series of N&B AMT are offered in connection with certain variable annuity
contracts and variable life insurance policies issued through life insurance
company separate accounts and are also offered directly to qualified pension and
retirement plans outside of the separate account context.
The Guardian, Partners and Mid-Cap Growth Portfolios of N&B AMT invest all of
their investable assets in a corresponding series of Advisers Managers Trust
managed by Neuberger & Berman Management Incorporated ("N&B Management"). Each
series then invests in securities in accordance with an investment objective,
policies and limitations identical to those of the Portfolio. This
"master/feeder fund" structure is different from that of many other investment
companies which directly acquire and manage their own portfolios of securities.
(For more information regarding "master/feeder fund" structure, see "Special
Information Regarding Organization, Capitalization, and Other Matters" in the
underlying mutual fund prospectus.) The investment advisor is N&B Management.
-AMT GUARDIAN PORTFOLIO
Investment Objective: Capital appreciation and secondarily, current
income. The Portfolio and its corresponding series seek to achieve these
objectives by investing in common stocks of long-established,
high-quality companies. N&B Management uses a value-oriented investment
approach in selecting securities, looking for low price-to-earnings
ratios, strong balance sheets, solid management, and consistent
earnings.
-AMT MID-CAP GROWTH PORTFOLIO
Investment Objective: Capital appreciation by investing in equity
securities of medium-sized companies that N&B Management believes have
the potential for long-term, above-average capital appreciation.
Medium-sized companies have market capitalizations form $300 million to
$10 billion at the time of investment. The Portfolio and its
corresponding series may invest up to 10% of its net assets, measured at
the time of investment, in corporate debt securities that are below
investment grade or, if unrated, deemed by N&B Management to be of
comparable quality. Securities that are below investment grade, as well
as unrated securities, are often considered to be speculative and
usually entail greater risk. As a part of the Portfolio's investment
strategy, the Portfolio may invest up to 20% of its net assets in
securities of issuers organized and doing business principally outside
the United States. This limitation does not apply with respect to
foreign securities that are denominated in U.S. dollars.
-AMT PARTNERS PORTFOLIO
Investment Objective: Capital growth by investing primarily in the
common stock of established companies. Its investment program seeks
securities believed to be undervalued based on fundamentals such as low
price-to-earnings ratios, consistent cash flows, and the company's track
record through all parts of the market cycle.
OPPENHEIMER VARIABLE ACCOUNT FUNDS
The Oppenheimer Variable Account Funds are an open-end, diversified management
investment company organized as a Massachusetts business trust in 1984. Shares
of the Funds are sold to provide benefits under variable life insurance policies
and variable annuity contracts. OppenheimerFunds, Inc. is the investment
adviser.
-OPPENHEIMER AGGRESSIVE GROWTH FUND (FORMERLY "OPPENHEIMER CAPITAL
APPRECIATION FUND")
Investment Objective: Capital appreciation by investing in "growth type"
companies. Such companies are believed to have relatively favorable
long-term prospects for increasing demand for their goods or services,
or to be developing new products, services or markets and normally
retain a relatively larger portion of their earnings for research,
development and investment in capital assets. The Fund may also invest
in cyclical industries in "special situations" that OppenheimerFunds,
Inc. believes present opportunities for capital growth.
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-OPPENHEIMER GROWTH FUND
Investment Objective: Capital appreciation by investing in securities of
well-known established companies. Such securities generally have a
history of earnings and dividends and are issued by seasoned companies
(companies which have an operating history of at least five years
including predecessors). Current income is a secondary consideration in
the selection of the Fund's portfolio securities.
-OPPENHEIMER GROWTH & INCOME FUND
Investment Objective: High total return, which stocks, preferred stocks,
convertible securities and warrants. Debt investments will include
bonds, participation includes growth in the value of its shares as well
as current income from quality and debt securities. In seeking its
investment objectives, the Fund may invest in equity and debt
securities. Equity investments will include common interests,
asset-backed securities, private-label mortgage-backed securities and
CMOs, zero coupon securities and U.S. debt obligations, and cash and
cash equivalents. From time to time, the Fund may focus on small to
medium capitalization issuers, the securities of which may be subject to
greater price volatility than those of larger capitalized issuers.
VAN ECK WORLDWIDE INSURANCE TRUST
Van Eck Worldwide Insurance Trust ("Van Eck Trust") is an open-end management
investment company organized as a business trust under the laws of the
Commonwealth of Massachusetts on January 7, 1987. Shares of Van Eck Trust are
offered only to separate accounts of insurance companies to fund the benefits of
variable life insurance policies and variable annuity contracts. The investment
advisor and manager is Van Eck Associates Corporation.
-WORLDWIDE EMERGING MARKETS FUND
Investment Objective: Seeks long-term capital appreciation by investing
primarily in equity securities in emerging markets around the world. The
Fund emphasizes investment in countries that, compared to the world's
major economies, exhibit relatively low gross national product per
capita, as well as the potential for rapid economic growth.
-WORLDWIDE HARD ASSETS FUND
Investment Objective: Long-term capital appreciation by investing
primarily in "Hard Asset Securities." For the Fund's purpose, "Hard
Assets" are real estate, energy, timber, and industrial and precious
metals. Income is a secondary consideration.
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
Van Kampen American Capital Life Investment Trust is an open-end diversified
management investment company organized as a Delaware business trust. Shares are
offered in separate portfolios which are sold only to insurance companies to
provide funding for variable life insurance policies and variable annuity
contracts. Van Kampen American Capital Asset Management, Inc. serves as the
Fund's investment adviser.
-MORGAN STANLEY REAL ESTATE SECURITIES PORTFOLIO
Investment Objective: Long-term capital growth by investing principally
in a diversified portfolio of securities of companies operating in the
real estate industry ("Real Estate Securities"). Current income is a
secondary consideration. Real Estate Securities include equity
securities, including common stocks and convertible securities, as well
as non-convertible preferred stocks and debt securities of real estate
industry companies. A "real estate industry company" is a company that
derives at least 50% of its assets (marked to market), gross income or
net profits from the ownership, construction, management or sale of
residential, commercial or industrial real estate. Under normal market
conditions, at least 65% of the Fund's total assets will be invested in
Real Estate Securities, primarily equity securities of real estate
investment trusts. The Portfolio may invest up to 25% of its total
assets in securities issued by foreign issuers, some or all of which may
also be Real Estate Securities.
18
<PAGE> 22
WARBURG PINCUS TRUST
The Warburg Pincus Trust is an open-end management investment company organized
in March 1995 as a business trust under the laws of The Commonwealth of
Massachusetts. The Trust offers its shares to insurance companies for allocation
to separate accounts for the purpose of funding variable annuity and variable
life contracts. Portfolios are managed by Warburg Pincus Asset Management, Inc.
("Warburg").
-GROWTH & INCOME PORTFOLIO
Investment Objective: Long-term growth of capital and income by
investing primarily in dividend-paying equity securities. Under normal
market conditions, the Portfolio will invest substantially all of its
asset in equity securities that Warburg considers to be relatively
undervalued based upon research and analysis, taking into account
factors such as price/book ratio, price/cash flow ratio, earnings
growth, debt/capital ratio and multiples of earnings of comparable
securities. Although the Portfolio may hold securities of any size, it
currently expects to focus on companies with market capitalizations of
$1 billion or greater at the time of initial purchase.
-INTERNATIONAL EQUITY PORTFOLIO
Investment Objective: Long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity securities of
companies, wherever organized, that in the judgment of Warburg have
their principal business activities and interests outside the United
States. The Portfolio will ordinarily invest substantially all of its
assets, but no less than 65% of its total assets, in common stocks,
warrants and securities convertible into or exchangeable for common
stocks. The Portfolio intends to invest principally in the securities of
financially strong companies with opportunities for growth within
growing international economies and markets through increased earning
power and improved utilization or recognition of assets.
-POST-VENTURE CAPITAL PORTFOLIO
Investment Objective: Long-term growth of capital by investing primarily
in equity securities of issuers in their post-venture capital stage of
development and pursues an aggressive investment strategy. Under normal
market conditions, the Portfolio will invest at least 65% of its total
assets in equity securities of "post-venture capital companies." A
post-venture capital company is one that has received venture capital
financing either: (a) during the early stages of the company's existence
or the early stages of the development of a new product or service; or
(b) as part of a restructuring or recapitalization of the company. The
Portfolio may invest up to 10% of its assets in venture capital and
other investment funds.
REINVESTMENT
The Underlying Mutual Funds described above have as a policy the distribution of
dividends in the form of additional shares (or fractions thereof) of the
Underlying Mutual Funds. The distribution of additional shares will not affect
the number of Accumulation Units attributable to a particular Policy (see
"Allocation of Net Premium and Cash Value").
TRANSFERS
The Policy Owner may transfer amounts between the Fixed Account and the
Sub-Accounts, without penalty or adjustment, subject to the following
requirements. During any Policy Year, the Company reserves the right to restrict
such transfers between the Fixed Account and the Sub-Accounts to one transfer
per Policy Year.
Transfers made from the Fixed Account must be made within 45 days after the end
of an interest rate guarantee period (the period of time for which the current
interest crediting rate is guaranteed by the Company). The Company reserves the
right to restrict the amount transferred from the Fixed Account to 20% of that
portion of the Cash Value attributable to the Fixed Account as of the end of the
previous Policy Year.
Transfers made to the Fixed Account may not be made either: (a) prior to the
first Policy Anniversary; or (b) within 12 months subsequent to a prior
transfer. The Company reserves the right to restrict the amount transferred to
the Fixed Account to 20% of that portion of the Cash Value attributable to the
Sub-Accounts as of the close of business of the prior Valuation Period. The
Company further reserves the right to refuse a transfer to the Fixed Account, in
the event the Cash Value attributable to the Fixed Account should be greater
than or equal to 30% of the Cash Value.
Transfers may be made either in writing or, in states allowing such transfers,
by telephone. In states allowing telephone transfers, and if the Policy Owner so
elects, the Company will also permit the Policy Owner to utilize
19
<PAGE> 23
the Telephone Exchange Privilege for exchanging amounts among Sub-Account
options. The Company will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Such procedures may include
any or all of the following, or such other procedures as the Company may, from
time to time, deem reasonable: requesting identifying information, such as name,
contract number, Social Security number, and/or personal identification number;
tape recording all telephone transactions; and providing written confirmation
thereof to both the Policy Owner and any agent of record at the last address of
record. Although failure to follow reasonable procedures may result in the
Company's liability for any losses due to unauthorized or fraudulent telephone
transfers, the Company will not be liable for following instructions
communicated by telephone which it reasonably believes to be genuine. Any losses
incurred pursuant to actions taken by the Company in reliance on telephone
instructions reasonably believed to be genuine shall be borne by the Policy
Owner.
Policy Owners who have entered into a Dollar Cost Averaging agreement with the
Company (see "Dollar Cost Averaging" below) may transfer from the Fixed Account
to the Variable Account under the terms of that agreement.
Policies described in this prospectus may in some cases be sold to individuals
who independently utilize the services of a firm or individual engaged in market
timing. Generally, such firms or individuals obtain authorization from multiple
Policy Owners to make transfers and exchanges among the Sub-Accounts on the
basis of perceived market trends. Because of the unusually large transfers of
funds associated with some of these transactions, the ability of the Company or
Underlying Mutual Funds to process such transactions may be compromised, and the
execution of such transactions may possibly disadvantage or work to the
detriment of other Policy Owners not utilizing market timing services.
Accordingly, the right to exchange Cash Surrender Values among the Sub-Accounts
may be subject to modification if such rights are exercised by a market timing
firm or any other third party authorized to initiate transfer or exchange
transactions on behalf of multiple Policy Owners. THE RIGHTS OF INDIVIDUAL
POLICY OWNERS TO EXCHANGE CASH SURRENDER VALUES, WHEN INSTRUCTIONS ARE SUBMITTED
DIRECTLY BY THE POLICY OWNER, OR BY THE POLICY OWNER'S REPRESENTATIVE OF RECORD
AS AUTHORIZED BY THE EXECUTION OF A VALID NATIONWIDE LIMITED POWER OF ATTORNEY
FORM, WILL NOT BE MODIFIED IN ANY WAY. In modifying such rights, the Company
may, among other things, not accept: (1) the transfer or exchange instructions
of any agent acting under a power of attorney on behalf of more than one Policy
Owner; or (2) the transfer or exchange instructions of individual Policy Owners
who have executed pre-authorized transfer or exchange forms which are submitted
by market timing firms or other third parties on behalf of more than one Policy
Owner at the same time. The Company will not impose any such restrictions or
otherwise modify exchange rights unless such action is reasonably intended to
prevent the use of such rights in a manner that will disadvantage or potentially
impair the contract rights of other Policy Owners.
DOLLAR COST AVERAGING
The Policy Owner may direct the Company to automatically transfer from the
Fidelity VIP Fund - High Income Portfolio, NSAT-Government Bond Fund, NSAT-Money
Market Fund, NSAT-Nationwide High Income Bond Fund or the Fixed Account, to any
other Sub-Account within the Variable Account. Dollar Cost Averaging will occur
on a monthly basis or on another frequency permitted by the Company. Dollar Cost
Averaging is a long-term investment program which provides for regular, level
investments over time. The Company makes no guarantees that Dollar Cost
Averaging will result in a profit or protect against loss. To qualify for Dollar
Cost Averaging, there must be a minimum total Cash Value, less Policy
Indebtedness, of $15,000. The minimum monthly transfer is $100. In addition,
Dollar Cost Averaging monthly transfers from the Fixed Account must be equal to
or less than 1/30th of the Fixed Account value when the program is requested.
Transfers will be processed until either the value in the originating funds is
exhausted or the Policy Owner instructs the Home Office in writing to cancel the
transfers.
The Company reserves the right to discontinue establishing new Dollar Cost
Averaging programs. The Company also reserves the right to assess a processing
fee for this service.
SUBSTITUTION OF SECURITIES
If shares of the Underlying Mutual Fund options should no longer be available
for investment by the Variable Account or, if in the judgment of the Company's
management, further investment in such Underlying Mutual Funds should become
inappropriate in view of the purposes of the Policy, the Company may substitute
shares of
20
<PAGE> 24
another Underlying Mutual Fund for shares already purchased or to be purchased
in the future by Net Premium payments under the Policy. No substitution of
securities in the Variable Account may take place without prior approval of the
Securities and Exchange Commission, and under such requirements as it and any
state insurance department may impose.
VOTING RIGHTS
Voting rights under the Policies apply ONLY with respect to Cash Value allocated
to the Sub-Accounts.
In accordance with its view of applicable law, the Company will vote the shares
of the Underlying Mutual Funds at regular and special meetings of the
shareholders. These shares will be voted in accordance with instructions
received from Policy Owners. If the 1940 Act or any regulation thereunder should
be amended or if the present interpretation changes permitting the Company to
vote the shares of the Underlying Mutual Funds in its own right, the Company may
elect to do so.
The Policy Owner is the person who has voting interest under the Policy. The
number of Underlying Mutual Fund shares attributable to each Policy Owner is
determined by dividing any portion of the Policy's Cash Value derived from
participation in that Underlying Mutual Fund by the Net Asset Value of one share
of that Underlying Mutual Fund.
The number of shares which may be voted will be determined as of a date chosen
by the Company, but not more than 90 days prior to the meeting of the Underlying
Mutual Fund. Each person having a voting interest will receive periodic reports
relating to the Underlying Mutual Fund, proxy material and a form with which to
give such voting instructions.
Voting instruction will be solicited by written communication at least 21 days
prior to such meeting. Underlying Mutual Fund shares held by the Company or by
the Variable Account as to which no timely instructions are received will be
voted by the Company in the same proportion as the voting instructions which are
received.
Notwithstanding contrary Policy Owner voting instructions, the Company may vote
Underlying Mutual Fund shares in any manner necessary to enable the Underlying
Mutual Fund to: (1) make or refrain from making any change in the investments or
investment policies for any of the Underlying Mutual Funds, if required by an
insurance regulatory authority; (2) refrain from making any change in the
investment policies or any investment adviser or principal underwriter of any
portfolio which may be initiated by Policy Owners or the Underlying Mutual
Fund's Board of Directors, provided the Company's disapproval of the change is
reasonable and, in the case of a change in the investment policies or investment
adviser, based on a good faith determination that such change would be contrary
to state law or otherwise inappropriate in light of the portfolio's objective
and purposes; or (3) enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance regulatory
authority.
INFORMATION ABOUT THE POLICIES
UNDERWRITING AND ISSUANCE
- -Minimum Requirements for Issuance of a Policy
The Policies are designed to provide life insurance coverage and the flexibility
to vary the amount and frequency of premium payments. At issue, the Policy Owner
selects the initial Specified Amount and premium. The minimum Specified Amount
is $50,000 ($100,000 in Pennsylvania and New Jersey). Policies may be issued to
Insured's who are 80 or younger at the time of issue. Before issuing any Policy,
the Company requires satisfactory evidence of insurability which may include a
medical examination.
- -Premium Payments
The Initial Premium for a Policy is payable in full at the Home Office or to an
authorized agent. Upon payment of an Initial Premium, temporary insurance may be
provided, subject to a maximum amount. The effective date of permanent insurance
coverage is dependent upon completion of all underwriting requirements, payment
of Initial Premium, and delivery of the Policy while the Insured is still
living.
Premiums, other than the Initial Premium, may be made at any time while the
Policy is in force. Each premium payment must be at least $50. The Company
reserves the right to require satisfactory evidence of insurability before
accepting any premium payment which results in an increase in the Net Amount at
Risk. The Company will refund any portion of any premium payment which is
determined to be in excess of the premium limit established by law to qualify
the Policy as a contract for life insurance. The Company may also require that
any
21
<PAGE> 25
existing Policy Indebtedness is repaid prior to accepting any additional premium
payments. Additional premium payments or other changes to the contract may
jeopardize the Policy's non-modified endowment status. The Company will monitor
premiums paid and other policy transactions and will notify the Policy Owner
when non-modified endowment contract status is in jeopardy (see "Tax Matters").
ALLOCATION OF NET PREMIUM AND CASH VALUE
The designation of investment allocations will be made by the prospective Policy
Owner at the time of application for a Policy. The Policy Owner may change the
way in which future Net Premiums are allocated by giving written notice to the
Company. All percentage allocations and changes must be in whole numbers, and
must be at least 1%. The sum of allocations must equal 100%. At the time a
Policy is issued, its Cash Value will be determined as if the Policy had been
issued and the Initial Premium is invested on the date such premium was received
in good order by the Company.
In such states which require a return of premiums to those Policy Owners
exercising their short term right to cancel (see "Short Term Right to Cancel
Policy"), Net Premiums will be allocated to the NSAT - Money Market Fund (for
any Net Premiums allocated to a Sub-Account on the application) or the Fixed
Account until the expiration of the period in which the Policy Owner may
exercise his or her short-term right to cancel the Policy. At the expiration of
the period in which the Policy Owner may exercise his or her short term right to
cancel the policy, shares of the Underlying Mutual Funds specified by the Policy
Owner are purchased at Net Asset Value for the respective Sub-Account(s). The
Policy Owner may change the allocation of Net Premiums or may transfer Cash
Value from one Sub-Account to another, subject to such terms and conditions as
may be imposed by each Underlying Mutual Fund and as set forth in this
prospectus.
SHORT-TERM RIGHT TO CANCEL POLICY
A Policy may be returned for cancellation within 10 days after the Policy is
received, within 45 days after the application for insurance is signed, or
within 10 days after the Company mails or delivers a Notice of Right of
Withdrawal, whichever is latest. The Policy can be mailed or delivered to the
registered representative who sold it, or to the Company. Immediately after such
mailing or delivery, the Policy will be deemed void from the beginning. The
Company will refund either the total premiums paid or the Cash Value less
Indebtedness, as prescribed by the state in which the Policy was issued, within
seven days after it receives the Policy. The scope of this right varies by
state.
POLICY CHARGES
DEDUCTIONS FROM PREMIUMS
The Company deducts a sales load from each premium payment received which is
guaranteed never to exceed 5.5% of such premium payment during the first seven
Policy Years and 2% thereafter. On a current basis, the sales load is 5.5% of
the Target Premium plus 3% of premiums in excess of the Target Premium during
the first seven Policy Years, and 0% on all premiums thereafter. The Target
Premium is a premium level based upon a percentage of the Guideline Level
Premium. The Target Premium is the level annual premium amount at which the
sales load is reduced on a current basis.
The Company also deducts from premium payments a tax expense charge of 3.5%, on
both a current and guaranteed basis, of all premium payments. This charge
reimburses the Company for premium taxes imposed by various state and local
jurisdictions and for federal taxes imposed under Section 848 of the Code. The
3.5% tax expense rate consists of the following components: (1) a state premium
tax rate of 2.25%; and (2) a federal tax rate of 1.25%.
The Company expects to pay an average state premium tax rate of approximately
2.25% of premiums for all states, although such tax rates range by state from 0%
to 4%. To reimburse the Company for the payment of state premium taxes
associated with the Policies, the Company deducts a charge for state premium
taxes equal to 2.25% of all premium payments received. This charge may be more
or less than the amount actually assessed by the state in which a particular
Policy Owner lives. The 1.25% federal tax component is designed to reimburse the
Company for expenses incurred from federal taxes imposed under Section 848 of
the Code (enacted by the Omnibus Budget Reconciliation Act of 1990). The Company
does not expect to make a profit from this charge.
22
<PAGE> 26
DEDUCTIONS FROM CASH VALUE
The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:
1. monthly cost of insurance charges; plus
2. monthly cost of any additional benefits provided by riders; plus
3. monthly administrative expense charge.
These deductions will be charged proportionately to the Cash Value in each
Sub-Account and the Fixed Account.
- -Monthly Cost of Insurance
The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the Net Amount at Risk. If
death benefit Option 1 is in effect and there have been increases in the
Specified Amount, then the Cash Value shall first be considered a part of the
initial Specified Amount. If the Cash Value exceeds the initial Specified
Amount, it shall then be considered a part of the additional increases in
Specified Amount resulting from the increases in the order of the increases.
Monthly cost of insurance rates will be unisex and will not exceed those
guaranteed in the Policy. Guaranteed cost of insurance rates are based on the
1980 Commissioners Standard Ordinary Male Mortality Table, Age Last Birthday,
aggregate as to tobacco status (1980 CSO). Guaranteed cost of insurance rates
for Policies issued on a substandard basis are based on appropriate percentage
multiples of the 1980 CSO.
The rate class of an Insured may affect the cost of insurance rate. The Company
currently places Insureds into both standard rate classes and substandard rate
classes that involve a higher mortality risk. In an otherwise identical policy,
an Insured in the standard rate class will have a lower cost of insurance than
an Insured in a rate class with higher mortality risks. The Company may also
issue certain Policies on a "Non Medical", guaranteed issue or simplified issue
basis to certain categories of individuals. Due to the underwriting criteria
established for policies issued on a Non Medical basis, actual rates will be
higher than the current cost of insurance rates being charged under Policies
that are medically underwritten.
- -Monthly Administrative Charge
The Company deducts a monthly administrative expense charge to reimburse it for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy Owners. This charge is designed only to
reimburse the Company for certain actual administrative expenses. The Company
does not expect to recover from this charge any amount in excess of aggregate
maintenance expenses. On a current basis this charge is $5.00 per month in all
Policy Years. On a guaranteed basis this charge is $10.00 per month in all
Policy Years.
DEDUCTIONS FROM THE SUB-ACCOUNTS
The Company assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risks assumed under the Policies is that the Insured may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and administering the Policies may be greater than
expected. In addition, the Company assumes risks associated with the
non-recovery of policy issue, underwriting and other administrative expenses due
to Policies which lapse or are surrendered in the early Policy Years.
To compensate the Company for assuming these risks associated with the Policies,
the Company deducts on a daily basis from the assets of the Variable Account, a
charge to provide for mortality and expense risks. This charge is guaranteed not
to exceed an annual effective rate of 0.75% of the daily net assets of the
Variable Account. On a current basis this rate will be 0.40% during the first
through fourth Policy Years, 0.25% during the fifth through twentieth Policy
Years, and 0.10% thereafter. To the extent that future levels of mortality and
expenses are less than or equal to those expected, the Company may realize a
profit from this charge. Unrecovered expenses are borne by the Company's general
assets which may include profits, if any, from mortality and expense risk
charges.
The Company does not currently assess any charge for income taxes incurred by
the Company as a result of the operations of the Sub-Accounts (see "Taxation of
the Company"). The Company reserves the right to assess a charge for such taxes
against the Variable Account if the Company determines that such taxes will be
incurred.
23
<PAGE> 27
REDUCTION OF CHARGES (POLICY AND SUB-ACCOUNTS)
The Policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including employees of the Company
and their family members) and for special exchange programs which the Company
may make available from time to time, the Company reserves the right to reduce
or eliminate the sales load, mortality and expense risk charges, monthly
administrative charge, monthly cost of insurance charges or other charges
normally assessed on certain multiple life cases where it is expected that the
size or nature of such cases will result in savings of sales, underwriting,
administrative or other costs.
Eligibility for and the amount of these reductions will be determined by a
number of factors, including the number of Insureds, the total premium expected
to be paid, total assets under management for the Policy Owner, the nature of
the relationship among individual Insureds, the purpose for which the Policies
are being purchased, the expected persistency of individual Policies, and any
other circumstances which, in the opinion of the Company are rationally related
to the expected reduction in expenses. The extent and nature of reductions may
change from time to time. Any variations in the charge structure will be
determined in a uniform manner reflecting differences in costs of services and
not unfairly discriminatory to Policy Owners.
EXPENSES OF THE UNDERLYING MUTUAL FUNDS
Underlying Mutual Fund shares are purchased at Net Asset Value, which reflects
the deduction of investment management fees and certain other expenses. The
management fees are charged by each Underlying Mutual Fund's investment adviser
for managing the Underlying Mutual Fund and selecting its portfolio of
securities. Other Underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the Underlying Mutual Fund. The
management fees and other expenses for each Underlying Mutual Fund for its most
recently completed fiscal year, expressed as a percentage of the Underlying
Mutual Fund's average assets, are as follows:
24
<PAGE> 28
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(AFTER EXPENSE REIMBURSEMENT)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Management Total Mutual
Fees Other Expenses 12b-1 Fees Fund Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
American Century Variable Portfolios, Inc.- 0.70% 0.00% 0.00% 0.70%
American Century VP Income & Growth
- -----------------------------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.- 1.50% 0.00% 0.00% 1.50%
American Century VP International
- -----------------------------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.- 1.00% 0.00% 0.00% 1.00%
American Century VP Value
- -----------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth 0.75% 0.01% 0.00% 0.76%
Fund, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund, Inc. 0.25% 0.03% 0.00% 0.28%
- -----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund-Capital 0.75% 0.05% 0.00% 0.80%
Appreciation Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio: 0.50% 0.05% 0.10% 0.65%
Service Class
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio: Service Class 0.60% 0.07% 0.10% 0.77%
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio: Service 0.59% 0.11% 0.10% 0.80%
Class
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio: Service 0.75% 0.16% 0.10% 1.01%
Class
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio: 0.60% 0.08% 0.10% 0.78%
Service Class
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Growth Opportunities 0.60% 0.13% 0.10% 0.83%
Portfolio: Service Class
- -----------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Universal Funds, Inc.- 0.04% 1.26% 0.00% 1.30%
Emerging Markets Debt Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Capital Appreciation Fund 0.60% 0.09% 0.00% 0.69%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Government Bond Fund 0.50% 0.08% 0.00% 0.58%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Money Market Fund 0.40% 0.08% 0.00% 0.48%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 0.60% 0.07% 0.00% 0.67%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Balanced Fund 0.75% 0.15% 0.00% 0.90%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Equity Income Fund 0.80% 0.15% 0.00% 0.95%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Global Equity Fund 1.00% 0.20% 0.00% 1.20%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide High Income Bond Fund 0.80% 0.15% 0.00% 0.95%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Multi-Sector Bond Fund 0.75% 0.15% 0.00% 0.90%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Select Advisers Mid Cap 1.05% 0.15% 0.00% 1.20%
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Small Cap Value Fund 0.90% 0.15% 0.00% 1.05%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Small Company Fund 1.00% 0.11% 0.00% 1.11%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Strategic Growth Fund 0.90% 0.10% 0.00% 1.00%
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT-Nationwide Strategic Value Fund 0.90% 0.10% 0.00% 1.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT-Guardian Portfolio 0.60% 0.40% 0.00% 1.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT-Mid-Cap Growth 0.60% 0.40% 0.00% 1.00%
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT-Partners Portfolio 0.80% 0.06% 0.00% 0.86%
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds- 0.71% 0.02% 0.00% 0.73%
Oppenheimer Aggressive Growth Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds- 0.73% 0.02% 0.00% 0.75%
Oppenheimer Growth Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds- 0.75% 0.08% 0.00% 0.83%
Oppenheimer Growth & Income Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust- 0.80% 0.00% 0.00% 0.80%
Worldwide Emerging Markets Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust- 1.00% 0.17% 0.00% 1.17%
Worldwide Hard Assets Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Van Kampen American Capital Life Investment 1.00% 0.07% 0.00% 1.07%
Trust-Morgan Stanley Real Estate
Securities Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Growth & Income 0.65% 0.35% 0.00% 1.00%
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-International Equity 1.00% 0.35% 0.00% 1.35%
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE> 29
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Warburg Pincus Trust-Post-Venture Capital 1.07% 0.33% 0.00% 1.40%
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Mutual Fund expenses shown above are assessed at the Underlying Mutual
Fund level and are not direct charges against Variable Account assets or
reductions from Cash Values. These Underlying Mutual Fund expenses are
taken into consideration in computing each Underlying Mutual Fund's Net
Asset Value, which is the share price used to calculate the unit values of
the Variable Account. The management fees and other expenses are more fully
described in the prospectuses for each individual Underlying Mutual Fund.
The information relating to the Underlying Mutual Fund expenses was
provided by the Underlying Mutual Fund and was not independently verified
by the Company. The following Underlying Mutual Funds are subject to the
following fee waiver and/or expense reimbursement arrangements:
- --------------------------------------------------------------------------------
FUND EXPENSES WITHOUT REIMBURSEMENT FOR WAIVER
- --------------------------------------------------------------------------------
Fidelity VIP Equity- The Management Fees, Other Expenses and Total
Income Portfolio: Portfolio Operating Expenses are net of any fee
Service Class waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursement,
Management Fees would have equaled 0.50%, Other
Expenses would have equaled 0.18% and Total
Portfolio Operating Expenses would have equaled
0.68%.
- --------------------------------------------------------------------------------
Fidelity VIP Growth The Management Fees, Other Expenses and Total
Portfolio: Service Class Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.60%, Other
Expenses would have equaled 0.19% and Total
Portfolio Operating Expenses would have equaled
0.79%.
- --------------------------------------------------------------------------------
Fidelity VIP Overseas The Management Fees, Other Expenses and Total
Portfolio: Service Class Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.75%, Other
Expenses would have equal 0.27% and Total
Portfolio Operating Expenses would have equaled
1.02%.
- --------------------------------------------------------------------------------
Fidelity VIP II Contrafund The Management Fees, Other Expenses and Total
Portfolio: Service Class Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.60%, Other
Expenses would have equaled 0.21% and Total
Portfolio Operating Expenses would have equaled
0.81%.
- --------------------------------------------------------------------------------
Fidelity VIP III Growth The Management Fees, Other Expenses and Total
Opportunities Portfolio: Portfolio Operating Expenses are net of any fee
Service Class waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.60%, Other
Expenses would have equaled 0.24% and Total
Portfolio Operating Expenses would have equaled
0.84%.
- --------------------------------------------------------------------------------
Morgan Stanley Universal The Management Fees, Other Expenses and Total
Funds, Inc.-Emerging Portfolio Operating Expenses are net of any fee
Markets Debt Portfolio waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.80%, Other
Expenses would have equaled 1.26% and Total
Portfolio Operating Expenses would have equaled
2.06%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Balanced The Management Fees, Other Expenses and Total
Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.75%, Other
Expenses would have equaled 4.15% and Total
Portfolio Operating Expenses would have equaled
4.90%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Equity The Management Fees, Other Expenses and Total
Income Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.80%, Other
Expenses would have equaled 4.83% and Total
Portfolio Operating Expenses would have equaled
5.63%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Global The Management Fees, Other Expenses and Total
Equity Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 1.00%, Other
Expenses would have equaled 1.84% and Total
Portfolio Operating Expenses would have equaled
2.84%.
- --------------------------------------------------------------------------------
26
<PAGE> 30
- --------------------------------------------------------------------------------
FUND EXPENSES WITHOUT REIMBURSEMENT FOR WAIVER
- --------------------------------------------------------------------------------
NSAT-Nationwide High Income The Management Fees, Other Expenses and Total
Bond Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.80%, Other
Expenses would have equaled 1.38% and Total
Portfolio Operating Expenses would have equaled
2.18%.
- --------------------------------------------------------------------------------
NSAT-Nationwide The Management Fees, Other Expenses and Total
Multi-Sector Bond Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.75%, Other
Expenses would have equaled 3.66% and Total
Portfolio Operating Expenses would have equaled
4.41%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Select The Management Fees, Other Expenses and Total
Advisers Mid Cap Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 1.05%, Other
Expenses would have equaled 2.26% and Total
Portfolio Operating Expenses would have equaled
3.31%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Small Cap The Management Fees, Other Expenses and Total
Value Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.90%, Other
Expenses would have equaled 5.41% and Total
Portfolio Operating Expenses would have equaled
6.31%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Strategic The Management Fees, Other Expenses and Total
Growth Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.90%, Other
Expenses would have equaled 5.43% and Total
Portfolio Operating Expenses would have equaled
6.33%.
- --------------------------------------------------------------------------------
NSAT-Nationwide Strategic The Management Fees, Other Expenses and Total
Value Fund Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The
investment adviser has voluntarily agreed to
reimburse a portion of the management fees and/or
other expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.90%, Other
Expenses would have equaled 4.64% and Total
Portfolio Operating Expenses would have equaled
5.54%.
- --------------------------------------------------------------------------------
Van Eck Worldwide Insurance The Management Fees, Other Expenses and Total
Trust-Worldwide Emerging Portfolio Operating Expenses are net of any fee
Markets Fund waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 1.00%, Other
Expenses would have equaled 0.34% and Total
Portfolio Operating Expenses would have equaled
1.34%.
- --------------------------------------------------------------------------------
Van Eck Worldwide Insurance The Management Fees, Other Expenses and Total
Trust-Worldwide Hard Portfolio Operating Expenses are net of any fee
Assets Fund waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 1.00%, Other
Expenses would have equaled 0.18% and Total
Portfolio Operating Expenses would have equaled
1.18%.
- --------------------------------------------------------------------------------
Warburg Pincus Trust- The Management Fees, Other Expenses and Total
Growth & Income Portfolio Portfolio Operating Expenses are net of any fee
waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 0.75%, Other
Expenses would have equaled 0.45% and Total
Portfolio Operating Expenses would have equaled
1.20%.
- --------------------------------------------------------------------------------
Warburg Pincus Trust- The Management Fees, Other Expenses and Total
International Equity Portfolio Operating Expenses are net of any fee
Portfolio waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 1.00%, Other
Expenses would have equaled 0.36% and Total
Portfolio Operating Expenses would have equaled
1.36%.
- --------------------------------------------------------------------------------
Warburg Pincus Trust- The Management Fees, Other Expenses and Total
Post-Venture Capital Portfolio Operating Expenses are net of any fee
Portfolio waivers or expense reimbursements. The investment
adviser has voluntarily agreed to reimburse a
portion of the management fees and/or other
expenses resulting in a reduction of total
expenses. Without such waivers or reimbursements,
Management Fees would have equaled 1.25%, Other
Expenses would have equaled 0.33% and Total
Portfolio Operating Expenses would have equaled
1.58%
- --------------------------------------------------------------------------------
27
<PAGE> 31
HOW THE CASH VALUE VARIES
On any date during the Policy Year, the Cash Value equals the Cash Value on the
preceding Valuation Date, plus any Net Premium applied since the previous
Valuation Date, minus any partial surrenders, plus or minus any investment
results, and less any Policy Charges.
There is no guaranteed Cash Value. The Cash Value will vary with the investment
experience of the Variable Account and/or the daily crediting of interest in the
Fixed Account and Policy Loan Account depending on the allocation of Cash Value
by the Policy Owner.
HOW THE INVESTMENT EXPERIENCE IS DETERMINED
The Cash Value in each Sub-Account is converted to Accumulation Units of that
Sub-Account. The conversion is accomplished by dividing the amount of Cash Value
allocated to a Sub-Account by the value of an Accumulation Unit for the
Sub-Account of the Valuation Period during which the allocation occurs.
The value of an Accumulation Unit for each Sub-Account was arbitrarily set
initially at $10 when the Underlying Mutual Fund shares in that Sub-Account were
available for purchase. The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each Sub-Account for
the immediately preceding Valuation Period by the net investment factor for the
Sub-Account during the subsequent Valuation Period. The value of an Accumulation
Unit may increase or decrease from Valuation Period to Valuation Period. The
number of Accumulation Units will not change as a result of investment
experience.
NET INVESTMENT FACTOR
The net investment factor for any Valuation Period is determined by dividing (a)
by (b) and subtracting (c) from the result where:
(a) is the net of:
(1) the Net Asset Value per share of the Underlying Mutual Fund held in the
Sub-Account determined at the end of the current Valuation Period; and
(2) the per share amount of any dividend or income distributions made by
the Underlying Mutual Fund held in the Sub-Account if the "ex-dividend"
date occurs during the current Valuation Period.
(b) is the Net Asset Value per share of the Underlying Mutual Fund held in the
Sub-Account determined at the end of the immediately preceding Valuation
Period.
(c) is a factor representing the daily mortality and expense risk charge
deducted from the Variable Account. Such factor is guaranteed not to exceed
an annual effective rate of 0.75% of the daily net assets of the Variable
Account. On a current basis this annual effective rate will be 0.40% during
the first through fourth Policy Years, 0.25% during the fifth through
twentieth Policy Years, and 0.10% thereafter.
The net investment factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease. Currently, the Company does
not maintain a tax reserve with respect to the Policies since income with
respect to the Underlying Mutual Funds is not taxable to the Company or the
Variable Account. The Company reserves the right to adjust the calculation of
the net investment factor to reflect a tax reserve should such income or other
items become taxable to the Company in the future. It should be noted that
changes in the net investment factor may not be directly proportional to changes
in the Net Asset Value of Underlying Mutual Fund shares, because of the
deduction for mortality and expense risk charge.
DETERMINING THE CASH VALUE
The sum of the value of all Variable Account Accumulation Units attributable to
the Policy and amounts credited to the Fixed Account and the Policy Loan Account
is the Cash Value. The number of Accumulation Units credited per each
Sub-Account are determined by dividing the net amount allocated to the
Sub-Account by the Accumulation Unit Value for the Sub-Account for the Valuation
Period during which the premium is received by the Company. In the event part or
all of the Cash Value is surrendered or charges or deductions are made against
the Cash Value, an appropriate number of Accumulation Units from the Variable
Account and an appropriate amount from the Fixed Account will be deducted in the
same proportion that the Policy Owner's interest in the Variable Account and the
Fixed Account bears to the total Cash Value.
28
<PAGE> 32
The Cash Value in the Fixed Account and the Policy Loan Account is credited with
interest daily at an effective annual rate which the Company periodically
declares. The annual effective rate will never be less than 3%. Upon request,
the Company will inform the Policy Owner of the then applicable rates for each
account.
VALUATION PERIODS AND VALUATION DATES
A Valuation Period is the period commencing at the close of business on the New
York Stock Exchange and ending at the close of business for the next succeeding
Valuation Date. A Valuation Date is each day that the New York Stock Exchange
and the Home Office are open for business or any other day during which there is
sufficient degree of trading that the current Net Asset Value of the
Accumulation Units might be materially affected.
SURRENDERING THE POLICY FOR CASH
RIGHT TO SURRENDER
The Policy Owner may surrender the Policy in full at any time while the Insured
is living and receive its Cash Surrender Value. The cancellation will be
effective as of the date the Company receives a proper written request for
cancellation and the Policy. Such written request must be signed. Where
permitted, the Company will require the signature to be guaranteed by a member
firm of the New York, American, Boston, Midwest, Philadelphia or Pacific Stock
Exchange, or by a commercial bank or a savings and loan, which is a member of
the Federal Deposit Insurance Corporation. In some cases, the Company may
require additional documentation of a customary nature.
CASH SURRENDER VALUE
The Cash Surrender Value increases or decreases daily to reflect the investment
experience of the Variable Account and the daily crediting of interest in the
Fixed Account and the Policy Loan Account. The Cash Surrender Value equals the
Policy's Cash Value, next computed after the date the Company receives both a
proper written request for surrender and the Policy, minus any charges,
Indebtedness or other deductions due on that date, plus 3% of the current
premium in excess of Target Premium if that date occurs during the first two
Policy Years.
PARTIAL SURRENDERS
After the Policy has been in force for one year, the Policy Owner may request a
partial surrender. Partial surrenders will be permitted only if they satisfy the
following requirements:
1. the minimum partial surrender is $500;
2. the partial surrender may not reduce the Specified Amount to less than
$50,000;
3. after the partial surrender, the Cash Surrender Value is greater than
$500 or an amount equal to three times the current monthly deduction,
if higher; and
4. after the partial surrender, the Policy continues to qualify as life
insurance.
When a partial surrender is made, the Cash Value will be reduced by the amount
of the partial surrender. Further, the Specified Amount will be reduced by the
amount necessary to prevent any increase to the Net Amount at Risk, unless the
Policy Owner elects that the partial surrender be treated as a preferred partial
surrender. (Any such reduction to the Specified Amount will be done in the
manner as set forth below.)
- -Preferred Partial Surrenders
A partial surrender may be considered a preferred partial surrender if the
following conditions are met: (1) such surrender occurs before the 15th Policy
Anniversary; and (2) the surrender amount plus the amount of any previous
preferred Policy surrenders in that same Policy Year does not exceed 10% of the
Cash Surrender Value as of the beginning of the Policy Year.
- -Reduction of the Specified Amount
When a partial surrender is made, in addition to the Cash Value being reduced by
the amount of the partial surrender, the Specified Amount also is reduced,
except for a preferred partial surrender. The reduction to the Specified Amount
will be made in the following order: (1) against the most recent increase in the
Specified Amount; (2) against the next most recent increases in the Specified
Amount in succession; and (3) against the Specified Amount under the original
application.
29
<PAGE> 33
MATURITY PROCEEDS
The Maturity Date is the Policy Anniversary on or next following the Insured's
100th birthday. The maturity proceeds will be payable to the Policy Owner on the
Maturity Date provided the Policy is still in force. The maturity proceeds will
be equal to the amount of the Policy's Cash Value, less any Indebtedness.
INCOME TAX WITHHOLDING
Federal law requires the Company to withhold income tax from any portion of
surrender proceeds that is subject to tax, unless the Policy Owner advises the
Company, in writing, not to withhold.
If the Policy Owner requests that the Company not withhold taxes, or if the
taxes withheld are insufficient, the Policy Owner may be liable for payment of
an estimated tax. The Policy Owner should consult his or her tax advisor.
In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following: (1) the value each year of the life
insurance protection provided; (2) an amount equal to any employer-paid
premiums; or (3) some or all of the amount by which the current value exceeds
the employer's interest in the Policy. Participants should consult with the
sponsor or the administrator of the plan, and/or with their personal tax or
legal advisor, to determine the tax consequences, if any, of their
employer-sponsored life insurance arrangements.
POLICY LOANS
TAKING A POLICY LOAN
Policy Owners may request a loan at any time the Policy is in force. Maximum
Policy Indebtedness is limited to 90% of the Cash Value in the Sub-Accounts of
the Variable Account plus 100% of the Cash Value in the Fixed Account plus 100%
of the Cash Value in the Policy Loan Account. The Company will not grant a loan
for an amount less than $500 (unless otherwise required by state law). Should
the Death Proceeds become payable, the Policy be surrendered, or the Policy
mature while a loan is outstanding, the amount of Policy Indebtedness will be
deducted from the death benefit, Cash Surrender Value or the maturity value,
respectively.
Any request for a Policy loan must be in written form satisfactory to the
Company. The request must be signed. Where permitted, the Company will require
the signature to be guaranteed by a member firm of the New York, American,
Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a Commercial Bank
or a Savings and Loan which is a member of the Federal Deposit Insurance
Corporation. Certain Policy loans may result in currently taxable income and tax
penalties (see "Tax Matters").
A Policy Owner considering the use of Policy loans in connection with his or her
retirement income plan should consult his or her personal tax adviser regarding
potential tax consequences that may arise if necessary payments are not made to
keep the Policy from lapsing. The amount of such payments necessary to prevent
the Policy from lapsing would increase with age (see "Tax Matters").
EFFECT ON INVESTMENT PERFORMANCE
When a loan is made, an amount equal to the amount of the loan is transferred
from the Variable Account to the Policy Loan Account. If the assets relating to
a Policy are held in more than one Sub-Account, withdrawals from Sub-Accounts
will be made in proportion to the assets in each Sub-Account at the time of the
loan. Policy loans will be transferred from the Fixed Account only when
insufficient amounts are available in the Sub-Accounts. The amount taken out of
the Variable Account will not be affected by the Variable Account's investment
experience while the loan is outstanding.
INTEREST
On a current and guaranteed basis, any Cash Value allocated to the Policy Loan
Account will be credited with an annual effective rate of 3.0% in Policy Years 2
and thereafter. The loan interest rate is guaranteed to not exceed 3.75% per
year for all Policy loans. On a current basis, the loan interest rate is 3.4% in
Policy Years one through four, 3.25% in Policy Years five through twenty, and
3.10% thereafter. In the event that it is determined that such loans will be
treated, as a result of the differential between the interest crediting rate and
the loan interest rate, as taxable distributions under any applicable ruling,
regulation, or court decision, the Company retains the right to increase the net
cost (by decreasing the interest crediting rate) on all subsequent policy loans
to an amount that would result in the transaction being treated as a loan under
federal tax law. If this amount is not prescribed by
30
<PAGE> 34
such ruling, regulation, or court decision, the amount will be that which the
Company considers to be more likely to result in the transaction being treated
as a loan under federal tax law.
Amounts transferred to the Policy Loan Account will earn interest daily from the
date of transfer. The earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary,
at the time a new loan is requested, or at the time of loan repayment. It will
be allocated according to the fund allocation factors in effect at the time of
the transfer.
Interest is charged daily and is payable at the end of each Policy Year or at
the time of loan repayment. Unpaid interest will be added to the existing Policy
Indebtedness as of the due date and will be charged interest at the same rate as
the rest of the Indebtedness.
Whenever the total Policy Indebtedness exceeds the Cash Value, the Company will
send a notice to the Policy Owner and the assignee, if any. The Policy will
terminate without value 61 days after the mailing of the notice unless a
sufficient repayment is made during that period. A repayment is sufficient if it
is large enough to reduce the total Policy Indebtedness to an amount equal to
the total Cash Value plus an amount sufficient to continue the Policy in force
for 3 months.
EFFECT ON DEATH BENEFIT AND CASH VALUE
A Policy loan, whether or not repaid, will have a permanent effect on the death
benefit and Cash Value because the investment results of the Variable Account or
the Fixed Account will apply only to the non-loaned portion of the Cash Value.
The longer the loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Variable Account or the Fixed Account
while the loan is outstanding, the effect could be favorable or unfavorable.
REPAYMENT
All or part of the Indebtedness may be repaid at any time while the Policy is in
force during the Insured's lifetime. Any payment intended as a loan repayment,
rather than a premium payment, must be identified as such. Loan repayments will
be credited to the Sub-Accounts and the Fixed Account in proportion to the
Underlying Mutual Fund allocation factors in effect at the time of the
repayment. Each repayment may not be less than $50. The Company reserves the
right to require that any loan repayments resulting from Policy loans
transferred from the Fixed Account must be first allocated to the Fixed Account.
HOW THE DEATH BENEFIT VARIES
CALCULATION OF THE DEATH BENEFIT
At issue, the Policy Owner selects the Specified Amount, death benefit option,
and definition of life insurance (Guideline Premium/Cash Value Corridor Test or
the Cash Value Accumulation Test) pursuant to Section 7702 of the Code.
While the Policy is in force, the death benefit will never be less than the
Specified Amount. The death benefit may vary with the Cash Value of the Policy,
which depends on investment performance.
The Policy Owner may choose one of three death benefit options.
Under Option 1, the death benefit will be the greater of the Specified Amount or
the applicable percentage of Cash Value. Under Option 1, the amount of the death
benefit will ordinarily not change for several years to reflect the investment
performance and may not change at all. If investment performance is favorable
the amount of death benefit may increase. To see how and when investment
performance will begin to affect death benefits, please see the illustrations.
Under Option 2, the death benefit will be the greater of the Specified Amount
plus the Cash Value as of the date of death, or the applicable percentage of
cash value and will vary directly with the investment performance.
Under Option 3, the death benefit is the greater of: the applicable percentage
of the Cash Value (see Table below) as of the date of death; or the Specified
Amount plus the lesser of either: (i) the maximum increase amount shown on the
Policy, or (ii) the amount of all premium payments and interest accrued at the
Option 3 interest rate as shown in the Policy, accumulated up to the date of
death, less any partial surrenders and applicable interest accrued at the Option
3 interest rate as shown in the Policy. Once elected, Option 3 is irrevocable.
31
<PAGE> 35
The "Applicable Percentage" for the Guideline Premium/Cash Value Corridor Test
is in the Tables below:
APPLICABLE PERCENTAGE OF CASH VALUE TABLE
<TABLE>
<CAPTION>
Attained Percentage Attained Percentage Attained Percentage
Age of Cash Value Age of Cash Value Age of Cash Value
--- ------------- --- ------------- --- -------------
<S> <C> <C> <C> <C> <C>
0-40 250% 60 130% 80 105%
41 243% 61 128% 81 105%
42 236% 62 126% 82 105%
43 229% 63 124% 83 105%
44 222% 64 122% 84 105%
45 215% 65 120% 85 105%
46 209% 66 119% 86 105%
47 203% 67 118% 87 105%
48 197% 68 117% 88 105%
49 191% 69 116% 89 105%
50 185% 70 115% 90 105%
51 178% 71 113% 91 104%
52 171% 72 111% 92 103%
53 164% 73 109% 93 102%
54 157% 74 107% 94 101%
55 150% 75 105% 95 101%
56 146% 76 105% 96 101%
57 142% 77 105% 97 101%
58 138% 78 105% 98 101%
59 134% 79 105% 99 101%
</TABLE>
The "Applicable Percentage" for the Cash Value Accumulation Test is the Table
below:
<TABLE>
<CAPTION>
Attained Percentage Attained Percentage Attained Percentage
Age of Cash Value Age of Cash Value Age of Cash Value
--- ------------- --- ------------- --- -------------
<S> <C> <C> <C> <C> <C>
16 708.43% 44 292.29% 72 141.69%
17 687.69% 45 283.37% 73 139.10%
18 667.85% 46 274.79% 74 136.66%
19 648.73% 47 266.55% 75 134.38%
20 630.14% 48 258.61% 76 133.56%
21 611.94% 49 250.98% 77 132.83%
22 594.06% 50 243.65% 78 132.18%
23 576.45% 51 236.59% 79 131.58%
24 559.07% 52 229.82% 80 131.04%
25 541.95% 53 223.34% 81 130.55%
26 525.08% 54 217.13% 82 130.12%
27 508.52% 55 211.19% 83 127.37%
28 492.32% 56 205.51% 84 124.75%
29 476.49% 57 200.06% 85 122.27%
30 461.08% 58 194.84% 86 119.90%
31 446.10% 59 189.84% 87 117.63%
32 431.57% 60 185.03% 88 115.44%
33 417.50% 61 180.43% 89 113.31%
34 403.89% 62 176.02% 90 112.35%
35 390.73% 63 171.81% 91 111.38%
36 378.03% 64 167.80% 92 110.38%
37 365.79% 65 163.98% 93 109.32%
38 354.01% 66 160.34% 94 108.18%
</TABLE>
32
<PAGE> 36
<TABLE>
<CAPTION>
Attained Percentage Attained Percentage Attained Percentage
Age of Cash Value Age of Cash Value Age of Cash Value
--- ------------- --- ------------- --- -------------
<S> <C> <C> <C> <C> <C>
39 342.67% 67 156.86% 95 106.94%
40 331.77% 68 153.54% 96 105.62%
41 321.30% 69 150.37% 97 104.27%
42 311.24% 70 147.33% 98 102.99%
43 301.57% 71 144.44% 99 100.00%
</TABLE>
In the event the Policy Owner has a substandard rating, the above percentages
will differ.
PROCEEDS PAYABLE ON DEATH
The actual Death Proceeds payable on the Insured's death will be the death
benefit as described above, less any Policy Indebtedness and less any unpaid
Policy Charges. Under certain circumstances, the Death Proceeds may be adjusted
(see "Incontestability", "Error in Age", and "Suicide").
RIGHT OF CONVERSION
The Policy Owner may at any time, upon written request to the Company within 24
months of the Policy Date, make an irrevocable, one-time election to transfer
all Sub-Account Cash Values to the Fixed Account. The right of conversion
provision is subject to state availability.
CHANGES OF INVESTMENT POLICY
The Company may materially change the investment policy of the Variable Account.
The Company must inform the Policy Owners and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which may disapprove it if deemed detrimental to the interests of
the Policy Owners or if it renders the Company's operations hazardous to the
public. If a Policy Owner objects, the Policy Owner may elect to transfer all
Sub-Account Cash Value to the Fixed Account. No transfer charges will be
assessed. The Policy Owner has the later of 60 days (6 months in Pennsylvania)
from the date of the investment policy change or 60 days (6 months in
Pennsylvania) from being informed of such change to make this conversion. The
Company will not require evidence of insurability for this conversion.
The new policy will not be affected by the investment experience of any separate
account. The new policy will be for an amount of insurance not exceeding the
death benefit of the Policy converted on the date of such conversion.
GRACE PERIOD
If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current Policy Charges, a grace period of 61 days from the Monthly
Anniversary Day will be allowed for the payment of a premium equal to three
times the current monthly deduction. The Company will send a notice at the start
of the grace period to the Policy Owner's address as indicated on the
application or the last address specified. If the required premium is not paid
by the end of the grace period, the Policy will terminate without value. If the
Insured dies during the grace period, the Company will pay the Death Proceeds.
REINSTATEMENT
If the grace period ends and the Policy Owner has neither paid the required
premium nor surrendered the Policy for its Cash Surrender Value, the Policy
Owner may reinstate the Policy by:
1. submitting a written request at any time within 3 years after the end
of the grace period and prior to the Maturity Date;
2. providing evidence of insurability satisfactory to the Company;
3. paying sufficient premium to cover all Policy Charges that were due and
unpaid during the grace period;
4. paying sufficient premium to keep the Policy in force for 3 months from
the date of reinstatement; and
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<PAGE> 37
5. paying or reinstating any Indebtedness against the Policy which existed
at the end of the grace period.
The effective date of a reinstated policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by the
Company. If the Policy is reinstated, the Cash Value on the date of
reinstatement, but prior to applying any premiums or loan repayments received,
will be set equal to the Cash Value at the end of the grace period.
Unless the Policy Owner has provided otherwise, all amounts will be allocated
based on the Underlying Mutual Fund allocation factors in effect at the start of
the grace period.
THE FIXED ACCOUNT OPTION
Under exemptive and exclusionary provisions, interests in the General Account
have not been registered under the Securities Act of 1933 and the General
Account has not been registered as an investment company under the 1940 Act.
Accordingly, neither the General Account nor any interests therein is subject to
the provisions of these Acts, and the Company has been advised that the staff of
the Securities and Exchange Commission has not reviewed the disclosures in this
prospectus relating to the Fixed Account option. Disclosures regarding the
General Account may, however, be subject to certain generally applicable
provisions of the federal securities laws concerning the accuracy and
completeness of statements made in prospectuses.
As explained earlier, a Policy Owner may elect to allocate or transfer all or
part of the Cash Value to the Fixed Account and the amount allocated or
transferred becomes part of the General Account. The General Account consists of
all assets of the Company other than those in the Variable Account and in other
separate accounts that have been or may be established by the Company. Subject
to applicable law, the Company has sole discretion over the investment of the
assets of the General Account, and Policy Owners do not share in the investment
experience of those assets. The Company guarantees that the part of the Cash
Value invested under the Fixed Account option will accrue interest daily at an
effective annual rate that the Company declares periodically. The Fixed Account
crediting rate will not be less than an effective annual rate of 3%. Upon
request, the Company will inform a Policy Owner of the then applicable rate. The
Company is not obligated to credit interest at a higher rate.
The Fixed Account is not available for Policies issued in the State of Texas.
CHANGES IN EXISTING INSURANCE COVERAGE
The Policy Owner may request certain changes in the insurance coverage under the
Policy. Any request must be in writing and received at the Home Office. No
change will take effect unless the Cash Surrender Value, after the change, is
sufficient to keep the Policy in force for at least 3 months.
SPECIFIED AMOUNT INCREASES
After the first Policy Year, the Policy Owner may request an increase to the
Specified Amount. Any increase will be subject to the following conditions:
1. the request must be applied for in writing;
2. satisfactory evidence of insurability must be provided;
3. the increase must be for a minimum of $10,000;
4. the Cash Surrender Value is sufficient to continue the Policy in force
for at least 3 months; and
5. age limits are the same as for a new issue.
Any approved increase will have an effective date of the Monthly Anniversary Day
on or next following the date the Company approves the supplemental application
unless a different date is requested by the Policy Owner. The Company reserves
the right to limit the number of Specified Amount increases to one each Policy
Year.
SPECIFIED AMOUNT DECREASES
After the first Policy Year, the Policy Owner may also request a decrease to the
Specified Amount. Any approved decrease will be effective on the Monthly
Anniversary Day on or next following the date the Company receives the request.
Any such decrease will reduce insurance in the following order:
1. against insurance provided by the most recent increase;
2. against the next most recent increases successively; and
3. against insurance provided under the original application.
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<PAGE> 38
The Company reserves the right to limit the number of Specified Amount decreases
to one each Policy Year. The Company will refuse a request for a decrease which
would:
1. reduce the Specified Amount to less than $50,000 ($100,000 in New
Jersey and Pennsylvania); or
2. disqualify the Policy as a contract for life insurance.
CHANGES IN THE DEATH BENEFIT OPTION
After the first Policy Year, the Policy Owner may elect to change the death
benefit option under the Policy from either Option 1 to Option 2, or from Option
2 to Option 1. Initial elections to Option 3 are irrevocable. Accordingly, such
changes to or from Option 3 are not permitted. Only one change of death benefit
option is permitted per Policy Year. The effective date of such change will be
the Monthly Anniversary Day following the date such change is approved by the
Company.
In order for any such change in the death benefit option to become effective,
the Cash Surrender Value, after such change, must be sufficient to keep the
Policy in force for at least three months subsequent to said change.
The Company will adjust the Specified Amount such that the Net Amount at Risk
remains constant. Any such change which would result in the Specified Amount
being reduced to an amount in which the total premiums paid exceed the premium
limit required by applicable state law to qualify the Policy as a contract for
life insurance will not be permitted.
OTHER POLICY PROVISIONS
POLICY OWNER
While the Insured is living, all rights in this Policy are vested in the Policy
Owner named in the application or as subsequently changed, subject to
assignment, if any.
The Policy Owner may name a contingent Policy Owner or a new Policy Owner while
the Insured is living. Any change must be in a written form satisfactory to the
Company and recorded at the Home Office. Once recorded, the change will be
effective when signed. The change will not affect any payment made or action
taken by the Company before it was recorded. The Company may require that the
Policy be submitted for endorsement before making a change.
If the Policy Owner is other than the Insured and names no contingent Policy
Owner, and dies before the Insured, the Policy Owner's rights in this Policy
belong to the Policy Owner's estate.
BENEFICIARY
The Beneficiary(ies) will be as named in the application or as subsequently
changed, subject to assignment, if any.
The Policy Owner may name a new Beneficiary while the Insured is living. Any
change must be in a written form satisfactory to the Company and recorded at the
Home Office. Once recorded, the change will be effective when signed. The change
will not affect any payment made or action taken by the Company before it was
recorded.
If any Beneficiary predeceases the Insured, that Beneficiary's interest passes
to any surviving Beneficiary(ies), unless otherwise provided. Multiple
Beneficiaries will be paid in equal shares, unless otherwise provided. If no
named Beneficiary survives the Insureds, the Death Proceeds will be paid to the
Policy Owner or the Policy Owner's estate.
ASSIGNMENT
While the Insured is living, the Policy Owner may assign his or her rights in
the Policy. The assignment must be in writing, signed by the Policy Owner and
recorded by the Home Office. Any assignment will not affect any payments made or
actions taken by the Company before it was recorded. The Company is not
responsible for any assignment not submitted for recording, nor is the Company
responsible for the sufficiency or validity of any assignment. The assignment
will be subject to any Indebtedness owed to the Company before it was recorded.
INCONTESTABILITY
The Company will not contest payment of the Death Proceeds based on the initial
Specified Amount after the Policy has been in force during the Insured's
lifetime for 2 years from the Policy Date. For any increase in Specified Amount
requiring evidence of insurability, the Company will not contest payment of the
Death
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<PAGE> 39
Proceeds based on such an increase after it has been in force during the
Insured's lifetime for 2 years from its effective date.
ERROR IN AGE
If the age of the Insured has been misstated, the affected benefits will be
adjusted. The amount of the death benefit will be (1) multiplied by (2) and then
the result added to (3), where:
1. is the amount of the death benefit at the time of the Insured's death
reduced by the amount of the Cash Value at the time of the Insured's
death;
2. is the ratio of the monthly cost of insurance applied in the Policy
month of death and the monthly cost of insurance that should have been
applied at the true age in the Policy month of death; and
3. is the Cash Value at the time of the Insured's death.
SUICIDE
If the Insured dies by suicide, while sane or insane, within two years from the
Policy Date, the Company will pay no more than the sum of the premiums paid,
less any Indebtedness. If the Insured dies by suicide, while sane or insane,
within two years from the date an application is accepted for an increase in the
Specified Amount, the Company will pay no more than the amount paid for such
additional benefit.
NONPARTICIPATING POLICIES
These are nonparticipating policies on which no dividends are payable. The
Policies do not share in the profits or surplus earnings of the Company.
RIDERS
A rider may be added as an addition to the Policy. Riders currently include:
1. Base Insured Term Rider;
2. Change of Insured Rider; and
3. Additional Protection Rider.
Rider availability varies by state.
LEGAL CONSIDERATIONS
On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from premiums made on or after
August 1, 1983. The Policies offered by this prospectus are based upon actuarial
tables which distinguish between men and women and thus the Policies provide
different benefits to men and women of the same age. Accordingly, employers and
employee organizations should consider, in consultation with legal counsel, the
impact of Norris on any employment related insurance or benefit program before
purchasing this Policy.
DISTRIBUTION OF THE POLICIES
The Policies will be sold by licensed insurance agents in those states where the
Policies may lawfully be sold. Such agents will be registered representatives of
broker dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. ("NASD"). The
Policies will be distributed by the General Distributor, Nationwide Advisory
Services, Inc. ("NAS").
NAS is a corporation which was organized under the laws of the State of Ohio on
April 8, 1965. NAS is both a broker-dealer and registered investment adviser. As
such, it is the principal underwriter for several open-end investment companies
and for a number of separate accounts issued by the Company and Nationwide Life
and Annuity Insurance Company ("NLAIC") to fund the benefits of variable
insurance and annuity policies. NAS also currently acts as the investment
adviser and/or administrator for the mutual fund portfolios sold through NAS's
registered representatives and for some of the mutual fund portfolios which act
as underlying investment options for the variable insurance and annuity policies
issued by the Company or NLAIC.
NAS acts as general distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide DCVA-II, Nationwide Variable
Account-II, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Variable Account-8, Nationwide Variable Account-9, Nationwide VA
Separate Account-A,
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<PAGE> 40
Nationwide VA Separate Account-B, Nationwide VA Separate Account-C, Nationwide
VL Separate Account-A, Nationwide VL Separate Account-B, Nationwide VL Separate
Account-C, Nationwide VLI Separate Account-2, Nationwide VLI Separate Account-3,
Nationwide VLI Separate Account-4, NACo Variable Account and the Nationwide
Variable Account, all of which are separate investment accounts of the Company
or its affiliates. NAS is a wholly owned subsidiary of the Company.
NAS also acts as principal underwriter for the Nationwide Investing Foundation,
Nationwide Separate Account Trust, Financial Horizons Investment Trust,
Nationwide Investing Foundation II, Nationwide Investing Foundation III, and
Nationwide Asset Allocation Trust, which are open-end management investment
companies.
Gross first year commissions plus any expense allowance payments made by the
Company on the sale of these Policies distributed by the General Distributor
will not exceed 40% of the Target Premium plus 5% of any excess premium payments
in year one and 25% of the Target Premium plus 5% on the excess premium in years
two through four. Gross renewal commissions paid at the beginning of Policy Year
five and beyond by the Company will not exceed 2.5% of actual premium payments
plus an annual effective rate of 0.20%, paid quarterly, of the Cash Value as of
the end of the prior quarter.
CUSTODIAN OF ASSETS
The Company serves as the custodian of the assets of the Variable Account.
TAX MATTERS
POLICY PROCEEDS
Section 7702 of the Code provides that if certain tests are met, a Policy will
be treated as a life insurance policy for federal tax purposes. The Company will
monitor compliance with these tests. The policy should thus receive the same
federal income tax treatment as fixed benefit life insurance. As a result, the
Death Proceeds payable under a policy are excludable from gross income of the
beneficiary under Section 101 of the Code.
Section 7702A of the Code defines modified endowment contracts as those policies
issued or materially changed on or after June 21, 1988 on which the total
premiums paid during the first seven years exceed the amount that would have
been paid if the policy provided for paid up benefits after seven level annual
premiums (see "Information about the Policies"). The Code states that
surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from modified endowment contracts (other than certain
distributions to terminally ill individuals) are subject to federal income taxes
a manner similar to the way annuities are taxed. Modified endowment contract
distributions are defined by the Code as amounts not received as an annuity and
are taxable to the extent the cash value of the policy exceeds, at the time of
distribution, the premiums paid into the policy. A 10% tax penalty generally
applies to the taxable portion of such distributions unless the Policy Owner is
over age 59-1/2 or disabled or the distribution is part of an annuity to the
Policy Owner as defined in the Code. Under certain circumstances, certain
distributions made under a Policy on the life of a "terminally ill individual,"
as that term is defined in the Code, are excludable from gross income.
The Policies offered by this prospectus may or may not be issued as modified
endowment contracts. The Company will monitor premiums paid and will notify the
Policy Owner when the Policy's non-modified endowment status is in jeopardy. If
a Policy is not a modified endowment contract, a cash distribution during the
first 15 years after a Policy is issued which causes a reduction in death
benefits may still become fully or partially taxable to the Policy Owner
pursuant to Section 7702(f)(7) of the Code. The Policy Owner should carefully
consider this potential effect and seek further information before initiating
any changes in the terms of the Policy. Under certain conditions, a Policy may
become a modified endowment as a result of a material change or a reduction in
benefits as defined by Section 7702A(c) of the Code.
In addition to meeting the tests required under Section 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations under 817(h) provide that a
variable life policy that fails to satisfy the diversification standards will
not be treated as life insurance unless such failure was inadvertent, is
corrected, and the Policy Owner or the Company pays an amount to the IRS. The
amount will be based on the tax that would have been paid by the Policy Owner if
the income, for the period the Policy was not diversified, had been received by
the Policy Owner. If the failure to diversify is not corrected in this manner,
the Policy Owner will be deemed the owner of the underlying securities and taxed
on the earnings of his or her account.
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Representatives of the IRS have suggested, from time to time, that the number of
Underlying Mutual Funds available or the number of transfer opportunities
available under a variable product may be relevant in determining whether the
product qualifies for the desired tax treatment. No formal guidance has been
issued in this area. Should the Secretary of the Treasury issue additional rules
or regulations limiting the number of Underlying Mutual Funds, transfers between
Underlying Mutual Funds, exchanges of Underlying Mutual Funds or changes in
investment objectives of Underlying Mutual Funds such that the Policy would no
longer qualify as life insurance under Section 7702 of the Code, the Company
will take whatever steps are available to remain in compliance.
The Company will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the Sub-Account investments
to remain in compliance.
A total surrender or cancellation of the Policy by lapse or the maturity of the
Policy on its Maturity Date may have adverse tax consequences. If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the premiums
paid into the Policy, the excess generally will be treated as taxable income,
regardless of whether or not the Policy is a modified endowment contract.
- - Withholding
Distributions of income from a modified endowment contract are subject to
federal income tax withholding; however, the recipient may elect not to have the
withholding taken from the distribution. A distribution of income from a
modified endowment contract may be subject to mandatory back-up withholding
(which cannot be waived). The mandatory back-up withholding rate is 31% of the
income that is distributed and will arise of no Taxpayer Identification Number
is provided to the Company, or if the IRS notifies the Company that back-up
withholding is required.
- - Non-Resident Aliens
Pre-death distributions from modified endowment contracts of income to
nonresident aliens ("NRAs") are generally subject to federal income tax and tax
withholding, at a statutory rate of 30% of the amount of income that is
distributed. The Company is required to withhold such amount from the
distribution and remit it to the IRS. Distributions to certain NRAs may be
subject to lower, or in certain instances zero, tax and withholding rates, if
the United States has entered into an applicable treaty. However, in order to
obtain the benefits of such treaty provisions, the NRA must give to the Company
sufficient proof of his or her residency and citizenship in the form and manner
prescribed by the IRS. In addition, the NRA must obtain an individual Taxpayer
Identification Number from the IRS, and furnish that number to the Company prior
to the distribution. If the Company does not have the proper proof of
citizenship or residency and a proper individual Taxpayer Identification Number
prior to any distribution, the Company will be required to withhold 30% of the
income, regardless of any treaty provision.
A pre-death distribution may not be subject to withholding where the recipient
sufficiently establishes to the Company that such payment is effectively
connected to the recipient's conduct of a trade or business in the United States
and that such payment is includable in the recipient's gross income for United
States federal income tax purposes. Any such distributions may be subject to
back-up withholding at the statutory rate (currently 31%) if no Taxpayer
Identification Number, or an incorrect Taxpayer Identification Number, is
provided.
State and local estate, inheritance, income and other tax consequences of
ownership or receipt of policy proceeds depend on the circumstances of each
Policy Owner or Beneficiary.
- - Federal Estate and Generation-Skipping Transfer Taxes
The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, in 1998, an estate of less than $625,000
(inclusive of certain pre-death gifts) will not incur a federal estate tax
liability. In addition, an unlimited marital deduction may be available for
federal estate tax purposes, for certain amounts that pass to the surviving
spouse.
The death benefit will generally be included in such Insured's federal gross
estate if: (1) the Death Proceeds were payable to or for the benefit of such
Insured's estate; or (2) such Insured held any "incident of ownership" in the
Policy at death or at any time within three years of death. An incident of
ownership is, in general, any right that may be exercised by the Policy, such as
the right to borrow on the Policy, or the right to name a new Beneficiary.
If the Policy Owner (whether or not he or she is an Insured) transfers ownership
of the Policy to another person, such transfer may be subject to a federal gift
tax. In addition, if such Policy Owner transfers the Policy to someone two or
more generations younger than the Policy Owner, the transfer may be subject to
the federal
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generation-skipping transfer tax ("GSTT"), the taxable amount being the value of
the Policy.
Similarly, if the Beneficiary is two or more generations younger than an
Insured, the payment of the Death Proceeds at the death of such Insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the U.S.
Treasury Department, the Company may be required to withhold a portion of the
Death Proceeds and pay them directly to the IRS as the GSTT liability.
The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes.
The tax rate is a flat rate equal to the maximum estate tax rate (currently
55%), and there is a provision for an aggregate $1 million exemption. Due to the
complexity of these rules, the Policy Owner should consult with counsel and
other competent advisors regarding these taxes.
State and local estate, inheritance income and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
Policy Owner or Beneficiary. A Policy Owner should consult with a competent tax
adviser for specific information regarding the applicability of such taxes.
TAXATION OF THE COMPANY
The Company is taxed as a life insurance company under the Code. The Variable
Account will not be taxed separately from the Company as a "regulated investment
company" under Sub-chapter M of the Code. Investment income and realized capital
gains on the assets of the Variable Account are reinvested and taken into
account in determining the value of Accumulation Units. As a result, such
investment income and realized capital gains are automatically applied to
increase reserves under the Policies. Under Ohio law, in general, variable
account assets are immune from the claims of the general creditors of the
Company to the extent of the reserves and other Policy liabilities.
The Company does not initially expect to incur any federal income tax liability
that would be chargeable to the Variable Account. Based upon these expectations,
no charge is currently being made against the Variable Account for federal
income taxes. If, however, the Company determines that on a separate Company
basis such taxes may be incurred, it reserves the right to assess a charge for
such taxes against the Variable Account.
The Company may also incur state and local taxes (in addition to premium taxes)
in several states. At present, these taxes are not significant. If they
increase, however, charges for such taxes may be made.
TAX CHANGES
The foregoing discussion, which is based on the Company's understanding of
federal tax laws as they are currently interpreted by the IRS, is general and is
not intended as tax advice.
In the recent past, the Code has been subjected to numerous amendments and
changes, and it is reasonable to believe that it will continue to be revised.
The United States Congress has, in the past, considered numerous legislative
proposals that, if enacted, could change the tax treatment of the policies. It
is reasonable to believe that such proposals, and future proposals, may be
enacted into law. In addition, the U.S. Treasury Department may amend existing
regulations, issue new regulations, or adopt new interpretations of existing law
that may be at variance with its current positions on these matters. In
addition, current state law (which is not discussed herein), and future
amendments to state law, may affect the tax consequences of the Policy.
If the Policy Owner, Insured, Beneficiary, or other person receiving any benefit
or interest in or from the Policy is not both a resident and citizen of the
United States, there may be a tax imposed by a foreign country, in addition to
any tax imposed by the United States. The foreign law (including regulations,
rulings, and case law) may change and impose additional taxes on the Policy, the
Death Proceeds, or other distributions and/or ownership of the Policy, or a
treaty may be amended and all or part of the favorable treatment may be
eliminated.
Any or all of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a Policy may be changed retroactively. There
is no way of predicting if when, and to what extent any such change may take
place. No representation is made as to the likelihood of the continuation of
these current laws, interpretations, and policies.
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THE FOREGOING IS A GENERAL EXPLANATION AS TO CERTAIN TAX MATTERS PERTAINING TO
INSURANCE POLICIES. IT IS NOT INTENDED TO BE LEGAL OR TAX ADVICE, AND SHOULD NOT
TAKE THE PLACE OF YOUR INDEPENDENT LEGAL, TAX AND/OR FINANCIAL ADVISOR.
THE COMPANY
The life insurance business, which includes product lines in health insurance,
annuities and retirement products is the only business in which the Company is
engaged.
The Company markets its Policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.
The Company, in common with other insurance companies, is subject to regulation
and supervision by the regulatory authorities of the states in which it is
licensed to do business. A license from the state insurance department is a
prerequisite to the transaction of insurance business in that state. In general,
all states have statutory administrative powers. Such regulation relates, among
other things, to licensing of insurers and their agents, the approval of policy
forms, the methods of computing reserves, the form and content of statutory
financial statements, the amount of policyholders' and stockholders' dividends,
and the type of distribution of investments permitted.
The Company operates in the highly competitive field of life insurance. There
are approximately 2,300 stock, mutual and other types of insurers in the life
insurance business in the United States, and a large number of them compete with
the registrant in the sale of insurance policies.
As is customary in insurance company groups, employees are shared with the other
insurance companies in the group. In addition to its direct salaried employees,
the Company shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.
The Company serves as depositor for the Nationwide Variable Account, Nationwide
Variable Account-II, Nationwide Variable Account-3, Nationwide Variable
Account-4, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Fidelity Advisor Variable Account, Nationwide Variable Account-8,
Nationwide Variable Account-9, MFS Variable Account, Nationwide Multi-Flex
Variable Account, Nationwide VLI Separate Account, Nationwide VLI Separate
Account-2, Nationwide VLI Separate Account-3, Nationwide VLI Separate Account-4,
NACo Variable Account, Nationwide DC Variable Account and Nationwide DCVA-II,
each of which is a registered investment company.
The Company does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. The Company shares the Home Office, other facilities and equipment with
Nationwide Mutual Insurance Company.
COMPANY MANAGEMENT
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company, together with Nationwide Mutual Insurance Company, Nationwide Mutual
Fire Insurance Company, Nationwide Property and Casualty Insurance Company and
Nationwide General Insurance Company and their affiliated companies comprise the
Nationwide Insurance Enterprise.
The companies listed above have substantially common boards of directors and
officers. Nationwide Financial Services, Inc. ("NFS") is the sole shareholder of
Nationwide Life Insurance Company. NFS serves as a holding company for other
financial institutions. Nationwide Life Insurance Company is the sole owner of
Nationwide Life and Annuity Insurance Company. Each of the directors and
officers listed below is a director or officer respectively of at least one or
more of the other major insurance affiliates of the Nationwide Insurance
Enterprise. Messrs. McFerson, Gasper, Woodward, Fuellgraf and Weihl and Ms.
Thomas are also trustees of one or more of the registered investment companies
distributed by Nationwide Advisory Services, a registered broker-dealer
affiliated with the Nationwide Insurance Enterprise.
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<TABLE>
<CAPTION>
DIRECTORS OF THE DEPOSITOR NAME AND POSITIONS AND OFFICERS WITH DEPOSITOR PRINCIPAL OCCUPATION
PRINCIPAL BUSINESS ADDRESS
<S> <C> <C>
Lewis J. Alphin Director Farm Owner and Operator (1)
519 Bethel Church Road
Mount Olive, NC 28365
A. I. Bell Director Farm Owner and Operator (1)
4121 North River Road West
Zanesville, OH 43701
Keith W. Eckel Director Partner, Fred W. Eckel Sons;
1647 Falls Road President, Eckel Farms, Inc. (1)
Clarks Summit, PA 18411
Willard J. Engel Director Retired General Manager, Lyon County
301 East Marshall Street Co-operative Oil Company (1)
Marshall, MN 44691
Fred C. Finney Director Owner and Operator, Moreland Fruit
1558 West Moreland Road Farm; Operator, Melrose Orchard (1)
Wooster, OH 44691
Charles L. Fuellgraf, Jr. Director Chief Executive Officer, Fuellgraf
600 South Washington Street Electric Company (1)
Butler, PA 16001
Joseph J. Gasper President and Chief Operating Officer President and Chief Operating Officer,
One Nationwide Plaza and Director Nationwide Life Insurance Company and
Columbus, OH 43215 Nationwide Life and Annuity Insurance
Company (2)
Dimon R. McFerson Chairman and Chief Executive Chairman and Chief Executive
One Nationwide Plaza Officer-Nationwide Insurance Enterprise Officer-Nationwide Insurance
Columbus, OH 43215 and Director Enterprise (2)
David O. Miller Chairman of the Board and Director President, Owen Potato Farm, Inc.;
115 Sprague Drive Partner, M&M Enterprises (1)
Hebron, OH 43025
Yvonne L. Montgomery Director Senior Vice President-General Manager
Suite 1600 Southern Customer Operations for U.S.
2859 Paces Ferry Road Customer Operations, Xerox Corporation
Atlanta, GA 30339 (2)
C. Ray Noecker Director Owner and Operator Noecker Farms (1)
2770 Winchester Southern S.
Ashville, OH 43103
James F. Patterson Director Vice President, Pattersons, Inc.;
8765 Mulberry Road President, Patterson Farms, Inc. (1)
Chesterland, OH 44026
Arden L. Shisler Director President and Chief Executive Officer,
1356 North Wenger Road K&B Transport, Inc. (1)
Dalton, OH 44618
Robert L. Stewart Director Owner and Operator Sunnydale Farms and
88740 Fairview Road Mining (1)
Jewett, OH 43986
</TABLE>
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<TABLE>
<S> <C> <C>
Nancy C. Thomas Director Farm Owner and Operator, Da-Ma-Lor
10835 Georgetown Street NE Farms (1)
Louisville, OH 44641
Harold W. Weihl Director Farm Owner and Operator, Weihl Farms
14282 King Road (1)
Bowling Green, OH 43402
</TABLE>
(1) Principal Occupation for last 5 years
(2) Prior to assuming this current position, held other executive management
positions with the same or affiliated companies.
Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of
the Company and Nationwide Life Insurance Company. Messrs. McFerson and Gasper
are directors of Nationwide Advisory Services, Inc., a registered broker-dealer.
Messrs. McFerson, Miller, Patterson, Shisler and Fuellgraf are directors of
Nationwide Financial Services, Inc. Messrs. Fuellgraf, McFerson, Ms. Thomas and
Mr. Weihl are trustees of Nationwide Investing Foundation, and Nationwide
Investing Foundation III, registered investment companies. Messrs. McFerson,
Gasper and Woodward are trustees of Nationwide Separate Account Trust and
Nationwide Asset Allocation Trust, registered investment companies. Mr. McFerson
is trustee of Financial Horizons Investment Trust and Nationwide Investing
Foundation II, registered investment companies. Mr. Engel is a director of
Western Cooperative Transport.
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
<S> <C>
Robert A. Oakley Executive Vice President-Chief Financial Officer
One Nationwide Plaza
Columbus, OH 43215
Robert J. Woodward, Jr. Executive Vice President-Chief Investment Officer
One Nationwide Plaza
Columbus, OH 43215
W. Sidney Druen Senior Vice President and General Counsel and Assistant
One Nationwide Plaza Secretary
Columbus, OH 43215
Harvey S. Galloway, Jr. Senior Vice President and Chief Actuary, Health and Annuities
One Nationwide Plaza
Columbus, OH 43215
Richard A. Karas Senior Vice President - Sales and Financial Services
One Nationwide Plaza
Columbus, OH 43215
Susan A. Wolken Senior Vice President - Life Company Operations
One Nationwide Plaza
Columbus, OH 43215
Matthew S. Easley Vice President-Life Marketing and Administrative Services
One Nationwide Plaza
Columbus, OH 43215
Timothy E. Murphy Vice President-Strategic Marketing
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
42
<PAGE> 46
<TABLE>
<CAPTION>
<S> <C>
R. Dennis Noice Vice President Retail Operations
One Nationwide Plaza
Columbus, OH 43215
Joseph P. Rath Vice President-Product and Market Compliance
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
OTHER CONTRACTS ISSUED BY THE COMPANY
The Company does presently and will, from time to time, offer variable contracts
and policies with benefits which vary in accordance with the investment
experience of a separate account of the Company.
STATE REGULATION
The Company is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering the operation of
the Company for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic examination
to determine the Company's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. The Company's books and
accounts are subject to review by the Insurance Department at all times and a
full examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. Such regulation does not, however,
involve any supervision of management or investment practices or policies. In
addition, the Company is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
REPORTS TO POLICY OWNERS
The Company will mail to the Policy Owner, at the address specified on the
application or any address provided subsequent to the application, an annual
statement showing the amount of the current death benefit, the Cash Value, and
Cash Surrender Value, premiums paid and monthly charges deducted since the last
report, the amounts invested in the Fixed Account, the Variable Account, and in
each Sub-Account of the Variable Account, and any Policy Indebtedness.
Policy Owners will also be sent annual and semi-annual reports containing
financial statements for the Variable Account as required by the Investment
Company Act of 1940.
In addition, Policy Owners will receive statements of significant transactions,
such as changes in Specified Amount, changes in death benefit option, changes in
future premium allocation, transfers among Sub-Accounts, premium payments,
loans, loan repayments, reinstatement and termination.
ADVERTISING
The Company is ranked and rated by independent financial rating services,
including Moody's, Standard & Poor's and A.M. Best Company. The purpose of these
ratings is to reflect the financial strength or claims-paying ability of the
Company. The ratings are not intended to reflect the investment experience or
financial strength of the Variable Account. The Company may advertise these
ratings from time to time. In addition, the Company may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend the Company or the Policies. Furthermore, the
Company may occasionally include in advertisements comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets, or
discussions of alternative investment vehicles and general economic conditions.
43
<PAGE> 47
YEAR 2000 COMPLIANCE ISSUES
The Company has developed a plan to address issues related to the Year 2000. The
problem relates to many existing computer programs using only two digits to
identify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000. The Company has been evaluating its exposure to the Year
2000 issue through a review of all of its operating systems as well as
dependencies on the systems of others since 1996. The Company expects all system
changes and replacements needed to achieve Year 2000 compliance to be completed
by the end of 1998. Compliance testing will be completed in the first quarter of
1999. The Company charges all costs associated with these system changes as the
costs are incurred.
Operating expenses in 1997 include approximately $45 million on technology
projects, which includes costs related to Year 2000 and the development of a new
policy administration system for traditional life insurance products and other
system enhancements. The Company anticipates spending a comparable amount in
1998 on technology projects, including Year 2000 initiatives. These expenses do
not have an effect on the assets of the Variable Account and are not charged
through to the Contract Owner.
LEGAL PROCEEDINGS
The Company is a party to litigation and arbitration proceedings in the ordinary
course of its business, none of which is expected to have a material adverse
effect on the Company.
The General Distributor, Nationwide Advisory Services, Inc. is not engaged in
any litigation of any material nature.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance pricing
and sales practices. A number of these lawsuits have resulted in substantial
jury awards or settlements. In February 1997, Nationwide Life Insurance Company
was named as a defendant in a lawsuit filed in New York Supreme Court related to
the sale of whole life policies on a "vanishing premium" basis (John H. Snyder
v. Nationwide Life Insurance Co.). The plaintiff in such lawsuit seeks to
represent a national class of Nationwide Life policyholders and claims
unspecified compensatory and punitive damages. This lawsuit has not been
certified as a class action. In April, 1997, a motion to dismiss the Snyder
complaint in its entirety was filed by the defendants, and the plaintiff has
opposed such motion.
In November 1997, two plaintiffs, one who was the owner of a variable life
insurance contract and the other who was the owner of a variable annuity
contract, commenced an action against Nationwide Life Insurance Company and the
American Century group of defendants (Robert Young and David D. Distad v.
Nationwide Life Insurance Company et al.). In this action, plaintiffs seek to
represent a class of variable life insurance contract owners and variable
annuity contract owners whom they claim were allegedly misled when purchasing
these variable contracts into believing that some portion of their premiums were
invested in a publicly traded mutual fund when, in fact, the premium monies were
invested in a mutual fund whose shares may only be purchased by insurance
companies. The complaint seeks unspecified compensatory, treble and punitive
damages. In January 1998, both Nationwide Life Insurance Company and American
Century filed motions to dismiss the entire complaint. Plaintiffs' counsel have
opposed these motions and the federal court in Texas heard arguments on the
motions to dismiss in April, 1998. This lawsuit is in an early stage and has not
been certified as a class action. Nationwide Life Insurance Company intends to
defend this case vigorously.
There can be no assurance that any litigation relating to pricing and sales
practices will not have a material adverse effect on the Company in the future.
EXPERTS
The audited financial statements have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing.
REGISTRATION STATEMENT
A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policies offered hereby. This prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Account, the Company, and the Policies
offered hereby. Statements contained in this prospectus as to the content of
Policies and other legal instruments are summaries. For a complete statement of
the terms thereof, reference is made to such instruments as filed.
44
<PAGE> 48
LEGAL OPINIONS
Legal matters in connection with the Policies described herein are being passed
upon by Druen, Dietrich, Reynolds & Koogler, One Nationwide Plaza, Columbus,
Ohio 43215. All the members of such firm are employed by the Nationwide Mutual
Insurance Company.
45
<PAGE> 49
APPENDIX
ILLUSTRATIONS OF CASH VALUES,
CASH SURRENDER VALUES,
AND DEATH BENEFITS
The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance. The illustrations
illustrate how Cash Values, Cash Surrender Values and death benefits under a
Policy would vary over time if the hypothetical gross investment rates of return
were a uniform annual effective rate of either 0%, 6% or 12%. If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values, Cash Surrender Values and death benefits may be
different. For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force. The
illustrations also assume there is no Policy Indebtedness, no additional premium
payments are made, no Cash Values are allocated to the Fixed Account, and there
are no changes in the Specified Amount or death benefit option.
The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the Sub-Accounts is lower than the gross return. This is due
to the daily charges made against the assets of the Sub-Accounts for assuming
mortality and expense risks. Beginning in the third Policy Year, Cash Surrender
Value equals Cash Value less Indebtedness, or other deductions. In Policy Years
one and two only, Cash Surrender Value equals Cash Value less Indebtedness or
other deductions increased by 3% of the current premium in excess of the Target
Premium. The guaranteed mortality and expense risk charges for Policy Years one
through four are equivalent to an annual effective rate of 0.75% of the daily
net asset value of the Variable Account. The current mortality and expense risk
charges for Policy Years one through four are equivalent to an annual effective
rate of 0.40% of the daily net assets of the Variable Account. The current
mortality and expense risk charges for Policy Years five through twenty are
equivalent to an annual effective rate of 0.25% of the daily net assets of the
Variable Account. The current mortality and expense risk charges for Policy
Years twenty-one and beyond are equivalent to an annual effective rate of 0.10%
of the daily net assets of the Variable Account. In addition, the net investment
returns also reflect the deduction of Underlying Mutual Fund investment advisory
fees and other expenses which are equivalent to an annual effective rate of
0.90% of the daily net assets of the Variable Account. This effective rate is
based on the average of the fund expenses for all Mutual Fund options available
under the Policy as of March 13, 1998.
Considering current charges for mortality and expense risks and Underlying
Mutual Fund expenses, gross annual rates of return of 0%, 6% and 12% correspond
to net investment experience at constant annual rates of -1.30, 4.70% and 10.70%
for Policy Years one through four, and rates of -1.15%, 4.85% and 10.85%, for
Policy Years five through twenty, and rates of -1.00%, 5.00% and 11.00%, for
Policy Years twenty-one and beyond. Considering guaranteed charges for mortality
and expense risks and Underlying Mutual Fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -1.65%, 4.35% and 10.35%, for all Policy Years.
The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy. The values shown are for Policies which are
issued as standard. Policies issued on a substandard basis would result in lower
Cash Values and death benefits than those illustrated.
The illustrations also reflect the fact that the Company deducts a sales load
from each premium payment received guaranteed not to exceed 5.5% of each premium
payment for the first seven Policy Years and 2% thereafter. On a current basis,
the sales load is 5.5% of the Target Premium plus 3% of premiums in excess of
the Target Premium in the first seven Policy Years, and 0% on all premiums
thereafter. The Company also deducts a tax expense charge of 3.5%, both current
and guaranteed, from all premium payments. The illustrations also reflect the
fact that the Company deducts a charge for state premium taxes at a rate of
2.25% and for federal tax at a rate of 1.25% (imposed under Section 848 of the
Code) of all premium payments.
In addition, the illustrations reflect the fact that the Company deducts a
monthly administrative charge at the beginning of each Policy month. This
monthly administrative expense charge is currently $5.00 per month and
guaranteed not to exceed $10.00. The illustrations also reflect the fact that no
charges for federal or state
46
<PAGE> 50
income taxes are currently made against the Variable Account. If such a charge
is made in the future, it will require a higher gross investment return than
illustrated in order to produce the net after-tax returns shown in the
illustrations.
Upon request, the Company will furnish a comparable illustration based on the
proposed Insured's age, smoking classification, rating classification and
premium payment requested.
47
<PAGE> 51
$100,000 ANNUAL PREMIUM FOR 7 YEARS
$1,703,050 SPECIFIED AMOUNT
CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 1
CURRENT VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 87,973 90,116 1,703,050 93,358 95,501 1,703,050 98,745 100,888 1,703,050
2 215,250 174,541 176,684 1,703,050 190,783 192,926 1,703,050 207,670 209,813 1,703,050
3 331,013 260,057 260,057 1,703,050 292,828 292,828 1,703,050 328,245 328,245 1,703,050
4 452,563 344,488 344,488 1,703,050 399,678 399,678 1,703,050 461,696 461,696 1,703,050
5 580,191 428,425 428,425 1,703,050 512,284 512,284 1,703,050 610,298 610,298 1,703,050
6 714,201 511,353 511,353 1,703,050 630,358 630,358 1,703,050 774,770 774,770 1,887,649
7 854,911 593,340 593,340 1,703,050 754,109 754,109 1,784,147 955,930 955,930 2,261,636
8 897,656 582,320 582,320 1,703,050 786,308 786,308 1,807,093 1,053,187 1,053,187 2,420,434
9 942,539 571,033 571,033 1,703,050 819,770 819,770 1,830,792 1,160,182 1,160,182 2,591,035
10 989,666 559,430 559,430 1,703,050 854,523 854,523 1,855,341 1,277,853 1,277,853 2,774,475
11 1,039,150 547,500 547,500 1,703,050 890,636 890,636 1,880,844 1,407,280 1,407,280 2,971,893
12 1,091,107 535,197 535,197 1,703,050 928,148 928,148 1,907,343 1,549,606 1,549,606 3,184,440
13 1,145,662 522,503 522,503 1,703,050 967,129 967,129 1,934,838 1,706,133 1,706,133 3,413,290
14 1,202,945 509,372 509,372 1,703,050 1,007,632 1,007,632 1,963,270 1,878,257 1,878,257 3,659,597
15 1,263,093 495,616 495,616 1,703,050 1,049,602 1,049,602 1,992,459 2,067,297 2,067,297 3,924,349
16 1,326,247 481,136 481,136 1,703,050 1,093,062 1,093,062 2,022,493 2,274,827 2,274,827 4,209,112
17 1,392,560 465,814 465,814 1,703,050 1,138,032 1,138,032 2,053,237 2,502,553 2,502,553 4,515,106
18 1,462,188 449,480 449,480 1,703,050 1,184,501 1,184,501 2,084,840 2,752,261 2,752,261 4,844,255
19 1,535,297 431,953 431,953 1,703,050 1,232,460 1,232,460 2,117,489 3,025,885 3,025,885 5,198,773
20 1,612,062 413,057 413,057 1,703,050 1,281,920 1,281,920 2,150,933 3,325,569 3,325,569 5,579,972
21 1,692,665 394,774 394,774 1,703,050 1,335,923 1,335,923 2,190,513 3,661,946 3,661,946 6,004,493
22 1,777,298 376,474 376,474 1,703,050 1,392,759 1,392,759 2,233,011 4,033,961 4,033,961 6,467,649
23 1,866,163 357,031 357,031 1,703,050 1,451,872 1,451,872 2,277,406 4,443,333 4,443,333 6,969,812
24 1,959,471 335,925 335,925 1,703,050 1,513,115 1,513,115 2,323,237 4,893,023 4,893,023 7,512,748
25 2,057,445 312,946 312,946 1,703,050 1,576,553 1,576,553 2,370,504 5,386,893 5,386,893 8,099,733
26 2,160,317 287,835 287,835 1,703,050 1,642,238 1,642,238 2,419,509 5,929,122 5,929,122 8,735,375
27 2,268,333 260,345 260,345 1,703,050 1,710,256 1,710,256 2,470,123 6,524,388 6,524,388 9,423,173
28 2,381,750 230,158 230,158 1,703,050 1,780,670 1,780,670 2,523,032 7,177,712 7,177,712 10,170,100
29 2,500,837 196,875 196,875 1,703,050 1,853,532 1,853,532 2,578,078 7,894,532 7,894,532 10,980,504
30 2,625,879 160,022 160,022 1,703,050 1,928,876 1,928,876 2,636,002 8,680,686 8,680,686 11,863,025
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
48
<PAGE> 52
$100,000 ANNUAL PREMIUM FOR 7 YEARS
$1,703,050 SPECIFIED AMOUNT
CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 1
GUARANTEED VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 81,804 83,947 1,703,050 86,939 89,082 1,703,050 92,079 94,222 1,703,050
2 215,250 162,060 164,203 1,703,050 177,411 179,554 1,703,050 193,381 195,524 1,703,050
3 331,013 240,818 240,818 1,703,050 271,628 271,628 1,703,050 304,952 304,952 1,703,050
4 452,563 318,117 318,117 1,703,050 369,810 369,810 1,703,050 427,954 427,954 1,703,050
5 580,191 393,976 393,976 1,703,050 472,176 472,176 1,703,050 563,678 563,678 1,703,050
6 714,201 468,422 468,422 1,703,050 578,979 578,979 1,703,050 713,577 713,577 1,738,559
7 854,911 541,443 541,443 1,703,050 690,462 690,462 1,703,050 877,092 877,092 2,075,111
8 897,656 522,801 522,801 1,703,050 711,259 711,259 1,703,050 955,774 955,774 2,196,559
9 942,539 503,355 503,355 1,703,050 732,313 732,313 1,703,050 1,041,054 1,041,054 2,324,986
10 989,666 482,981 482,981 1,703,050 753,591 753,591 1,703,050 1,133,421 1,133,421 2,460,884
11 1,039,150 461,562 461,562 1,703,050 775,077 775,077 1,703,050 1,233,415 1,233,415 2,604,726
12 1,091,107 438,986 438,986 1,703,050 796,765 796,765 1,703,050 1,341,636 1,341,636 2,757,063
13 1,145,662 415,134 415,134 1,703,050 818,655 818,655 1,703,050 1,458,738 1,458,738 2,918,351
14 1,202,945 389,865 389,865 1,703,050 840,742 840,742 1,703,050 1,585,421 1,585,421 3,089,034
15 1,263,093 362,988 362,988 1,703,050 863,001 863,001 1,703,050 1,722,402 1,722,402 3,269,635
16 1,326,247 334,244 334,244 1,703,050 885,376 885,376 1,703,050 1,870,394 1,870,394 3,460,790
17 1,392,560 303,295 303,295 1,703,050 907,785 907,785 1,703,050 2,030,107 2,030,107 3,662,719
18 1,462,188 269,748 269,748 1,703,050 930,136 930,136 1,703,050 2,202,267 2,202,267 3,876,209
19 1,535,297 233,157 233,157 1,703,050 952,337 952,337 1,703,050 2,387,626 2,387,626 4,102,180
20 1,612,062 193,032 193,032 1,703,050 974,303 974,303 1,703,050 2,587,009 2,587,009 4,340,743
21 1,692,665 148,890 148,890 1,703,050 995,985 995,985 1,703,050 2,801,365 2,801,365 4,593,398
22 1,777,298 100,208 100,208 1,703,050 1,017,350 1,017,350 1,703,050 3,031,751 3,031,751 4,860,806
23 1,866,163 46,413 46,413 1,703,050 1,038,375 1,038,375 1,703,050 3,279,349 3,279,349 5,143,987
24 1,959,471 0 0 0 1,059,009 1,059,009 1,703,050 3,545,373 3,545,373 5,443,566
25 2,057,445 0 0 0 1,079,135 1,079,135 1,703,050 3,830,967 3,830,967 5,760,242
26 2,160,317 0 0 0 1,098,577 1,098,577 1,703,050 4,137,162 4,137,162 6,095,281
27 2,268,333 0 0 0 1,117,090 1,117,090 1,703,050 4,464,907 4,464,907 6,448,664
28 2,381,750 0 0 0 1,134,370 1,134,370 1,703,050 4,814,977 4,814,977 6,822,341
29 2,500,837 0 0 0 1,150,082 1,150,082 1,703,050 5,188,199 5,188,199 7,216,267
30 2,625,879 0 0 0 1,163,924 1,163,924 1,703,050 5,585,598 5,585,598 7,633,278
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
49
<PAGE> 53
$100,000 ANNUAL PREMIUM FOR 7 YEARS
$1,703,050 SPECIFIED AMOUNT
CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 2
CURRENT VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 87,773 89,916 1,790,823 93,146 95,289 1,796,196 98,521 100,664 1,801,571
2 215,250 173,897 176,039 1,876,947 190,074 192,216 1,893,124 206,892 209,035 1,909,942
3 331,013 258,730 258,730 1,961,780 291,307 291,307 1,994,357 326,512 326,512 2,029,562
4 452,563 342,210 342,210 2,045,260 396,965 396,965 2,100,015 458,486 458,486 2,161,536
5 580,191 424,873 424,873 2,127,923 507,889 507,889 2,210,939 604,896 604,896 2,307,946
6 714,201 506,162 506,162 2,209,212 623,682 623,682 2,326,732 766,547 766,547 2,469,597
7 854,911 586,114 586,114 2,289,164 744,602 744,602 2,447,652 945,099 945,099 2,648,149
8 897,656 572,959 572,959 2,276,009 773,602 773,602 2,476,652 1,039,565 1,039,565 2,742,615
9 942,539 559,424 559,424 2,262,474 803,445 803,445 2,506,495 1,143,598 1,143,598 2,846,648
10 989,666 545,447 545,447 2,248,497 834,103 834,103 2,537,153 1,258,155 1,258,155 2,961,205
11 1,039,150 531,026 531,026 2,234,076 865,608 865,608 2,568,658 1,384,356 1,384,356 3,087,406
12 1,091,107 516,108 516,108 2,219,158 897,940 897,940 2,600,990 1,523,387 1,523,387 3,226,437
13 1,145,662 500,683 500,683 2,203,733 931,123 931,123 2,634,173 1,676,609 1,676,609 3,379,659
14 1,202,945 484,702 484,702 2,187,752 965,141 965,141 2,668,191 1,845,456 1,845,456 3,595,686
15 1,263,093 467,918 467,918 2,170,968 999,772 999,772 2,702,822 2,031,131 2,031,131 3,855,697
16 1,326,247 450,219 450,219 2,153,269 1,034,922 1,034,922 2,737,972 2,235,030 2,235,030 4,135,476
17 1,392,560 431,476 431,476 2,134,526 1,070,470 1,070,470 2,773,520 2,458,771 2,458,771 4,436,115
18 1,462,188 411,495 411,495 2,114,545 1,106,224 1,106,224 2,809,274 2,704,110 2,704,110 4,759,504
19 1,535,297 390,081 390,081 2,093,131 1,141,977 1,141,977 2,845,027 2,972,945 2,972,945 5,107,817
20 1,612,062 367,059 367,059 2,070,109 1,177,534 1,177,534 2,880,584 3,267,384 3,267,384 5,482,344
21 1,692,665 344,829 344,829 2,047,879 1,216,627 1,216,627 2,919,677 3,597,875 3,597,875 5,899,436
22 1,777,298 322,819 322,819 2,025,869 1,257,656 1,257,656 2,960,706 3,963,380 3,963,380 6,354,487
23 1,866,163 299,600 299,600 2,002,650 1,299,242 1,299,242 3,002,292 4,365,588 4,365,588 6,847,862
24 1,959,471 274,578 274,578 1,977,628 1,340,789 1,340,789 3,043,839 4,807,410 4,807,410 7,381,297
25 2,057,445 247,580 247,580 1,950,630 1,382,096 1,382,096 3,085,146 5,292,637 5,292,637 7,958,010
26 2,160,317 218,396 218,396 1,921,446 1,422,916 1,422,916 3,125,966 5,825,377 5,825,377 8,582,528
27 2,268,333 186,857 186,857 1,889,907 1,463,027 1,463,027 3,166,077 6,410,226 6,410,226 9,258,290
28 2,381,750 152,736 152,736 1,855,786 1,502,135 1,502,135 3,205,185 7,052,117 7,052,117 9,992,145
29 2,500,837 115,752 115,752 1,818,802 1,539,875 1,539,875 3,242,925 7,756,394 7,756,394 10,788,368
30 2,625,879 75,586 75,586 1,778,636 1,575,820 1,575,820 3,278,870 8,528,790 8,528,790 11,655,445
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
50
<PAGE> 54
$100,000 ANNUAL PREMIUM FOR 7 YEARS
$1,703,050 SPECIFIED AMOUNT
CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 2
GUARANTEED VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 81,397 83,539 1,784,447 86,507 88,650 1,789,557 91,622 93,765 1,794,672
2 215,250 160,805 162,948 1,863,855 176,027 178,170 1,879,077 191,863 194,005 1,894,913
3 331,013 238,224 238,224 1,941,274 268,655 268,655 1,971,705 301,563 301,563 2,004,613
4 452,563 313,634 313,634 2,016,684 364,469 364,469 2,067,519 421,632 421,632 2,124,682
5 580,191 386,984 386,984 2,090,034 463,519 463,519 2,166,569 553,033 553,033 2,256,083
6 714,201 458,221 458,221 2,161,271 565,854 565,854 2,268,904 696,829 696,829 2,399,879
7 854,911 527,226 527,226 2,230,276 671,457 671,457 2,374,507 854,117 854,117 2,557,167
8 897,656 504,400 504,400 2,207,450 685,455 685,455 2,388,505 925,885 925,885 2,628,935
9 942,539 480,584 480,584 2,183,634 698,646 698,646 2,401,696 1,003,506 1,003,506 2,706,556
10 989,666 455,657 455,657 2,158,707 710,854 710,854 2,413,904 1,087,432 1,087,432 2,790,482
11 1,039,150 429,519 429,519 2,132,569 721,913 721,913 2,424,963 1,178,176 1,178,176 2,881,226
12 1,091,107 402,083 402,083 2,105,133 731,666 731,666 2,434,716 1,276,319 1,276,319 2,979,369
13 1,145,662 373,266 373,266 2,076,316 739,949 739,949 2,442,999 1,382,506 1,382,506 3,085,556
14 1,202,945 342,971 342,971 2,046,021 746,576 746,576 2,449,626 1,497,424 1,497,424 3,200,474
15 1,263,093 311,048 311,048 2,014,098 751,295 751,295 2,454,345 1,621,779 1,621,779 3,324,829
16 1,326,247 277,281 277,281 1,980,331 753,776 753,776 2,456,826 1,756,271 1,756,271 3,459,321
17 1,392,560 241,388 241,388 1,944,438 753,600 753,600 2,456,650 1,901,602 1,901,602 3,604,652
18 1,462,188 203,055 203,055 1,906,105 750,295 750,295 2,453,345 2,058,504 2,058,504 3,761,554
19 1,535,297 161,957 161,957 1,865,007 743,349 743,349 2,446,399 2,227,763 2,227,763 3,930,813
20 1,612,062 117,768 117,768 1,820,818 732,226 732,226 2,435,276 2,410,246 2,410,246 4,113,296
21 1,692,665 70,238 70,238 1,773,288 716,436 716,436 2,419,486 2,606,976 2,606,976 4,310,026
22 1,777,298 19,135 19,135 1,722,185 695,483 695,483 2,398,533 2,819,099 2,819,099 4,522,149
23 1,866,163 0 0 0 668,867 668,867 2,371,917 3,047,821 3,047,821 4,780,812
24 1,959,471 0 0 0 635,975 635,975 2,339,025 3,294,192 3,294,192 5,057,903
25 2,057,445 0 0 0 595,982 595,982 2,299,032 3,559,154 3,559,154 5,351,545
26 2,160,317 0 0 0 547,845 547,845 2,250,895 3,843,516 3,843,516 5,662,652
27 2,268,333 0 0 0 490,283 490,283 2,193,333 4,147,989 4,147,989 5,990,941
28 2,381,750 0 0 0 421,790 421,790 2,124,840 4,473,203 4,473,203 6,338,081
29 2,500,837 0 0 0 340,739 340,739 2,043,789 4,819,925 4,819,925 6,704,034
30 2,625,879 0 0 0 245,623 245,623 1,948,673 5,189,106 5,189,106 7,091,432
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
51
<PAGE> 55
$38,872.05 ANNUAL PREMIUM FOR 20 YEARS
$1,703,050 SPECIFIED AMOUNT
GUIDELINE PREMIUM AND CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 1
CURRENT VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 31,428 31,737 1,703,050 33,420 33,729 1,703,050 35,415 35,724 1,703,050
2 215,250 62,020 62,329 1,703,050 67,952 68,262 1,703,050 74,126 74,435 1,703,050
3 331,013 92,124 92,124 1,703,050 104,001 104,001 1,703,050 116,852 116,852 1,703,050
4 452,563 121,675 121,675 1,703,050 141,572 141,572 1,703,050 163,963 163,963 1,703,050
5 580,191 150,810 150,810 1,703,050 180,916 180,916 1,703,050 216,162 216,162 1,703,050
6 714,201 179,312 179,312 1,703,050 221,880 221,880 1,703,050 273,744 273,744 1,703,050
7 854,911 207,223 207,223 1,703,050 264,589 264,589 1,703,050 337,356 337,356 1,703,050
8 897,656 236,376 236,376 1,703,050 311,084 311,084 1,703,050 409,744 409,744 1,703,050
9 942,539 264,860 264,860 1,703,050 359,558 359,558 1,703,050 489,789 489,789 1,703,050
10 989,666 292,643 292,643 1,703,050 410,093 410,093 1,703,050 578,354 578,354 1,703,050
11 1,039,150 319,743 319,743 1,703,050 462,830 462,830 1,703,050 676,454 676,454 1,703,050
12 1,091,107 346,137 346,137 1,703,050 517,881 517,881 1,703,050 785,201 785,201 1,703,050
13 1,145,662 371,839 371,839 1,703,050 575,403 575,403 1,703,050 905,883 905,883 1,703,050
14 1,202,945 396,832 396,832 1,703,050 635,540 635,540 1,703,050 1,039,929 1,039,929 1,703,050
15 1,263,093 420,949 420,949 1,703,050 698,331 698,331 1,703,050 1,188,894 1,188,894 1,703,050
16 1,326,247 444,136 444,136 1,703,050 763,927 763,927 1,703,050 1,354,585 1,354,585 1,760,960
17 1,392,560 466,323 466,323 1,703,050 832,495 832,495 1,703,050 1,537,876 1,537,876 1,968,481
18 1,462,188 487,403 487,403 1,703,050 904,205 904,205 1,703,050 1,740,261 1,740,261 2,192,728
19 1,535,297 507,265 507,265 1,703,050 979,269 979,269 1,703,050 1,963,719 1,963,719 2,435,012
20 1,612,062 525,822 525,822 1,703,050 1,057,955 1,057,955 1,703,050 2,210,463 2,210,463 2,696,764
21 1,692,665 507,650 507,650 1,703,050 1,103,242 1,103,242 1,703,050 2,445,769 2,445,769 2,934,923
22 1,777,298 489,460 489,460 1,703,050 1,151,293 1,151,293 1,703,050 2,706,428 2,706,428 3,220,649
23 1,866,163 470,222 470,222 1,703,050 1,201,817 1,201,817 1,703,050 2,994,746 2,994,746 3,533,801
24 1,959,471 449,459 449,459 1,703,050 1,254,878 1,254,878 1,703,050 3,313,501 3,313,501 3,876,796
25 2,057,445 426,972 426,972 1,703,050 1,310,719 1,310,719 1,703,050 3,665,895 3,665,895 4,252,438
26 2,160,317 402,522 402,522 1,703,050 1,369,620 1,369,620 1,703,050 4,055,472 4,055,472 4,663,793
27 2,268,333 375,876 375,876 1,703,050 1,431,924 1,431,924 1,703,050 4,486,959 4,486,959 5,070,264
28 2,381,750 346,738 346,738 1,703,050 1,498,024 1,498,024 1,703,050 4,965,147 4,965,147 5,511,314
29 2,500,837 314,736 314,736 1,703,050 1,568,388 1,568,388 1,709,542 5,495,459 5,495,459 5,990,050
30 2,625,879 279,427 279,427 1,703,050 1,643,187 1,643,187 1,758,211 6,084,070 6,084,070 6,509,955
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
52
<PAGE> 56
$38,872.05 ANNUAL PREMIUM FOR 20 YEARS
$1,703,050 SPECIFIED AMOUNT
GUIDELINE PREMIUM AND CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 1
GUARANTEED VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 26,824 27,133 1,703,050 28,661 28,970 1,703,050 30,501 30,810 1,703,050
2 215,250 52,697 53,006 1,703,050 58,028 58,337 1,703,050 63,587 63,896 1,703,050
3 331,013 77,615 77,615 1,703,050 88,127 88,127 1,703,050 99,529 99,529 1,703,050
4 452,563 101,562 101,562 1,703,050 118,968 118,968 1,703,050 138,616 138,616 1,703,050
5 580,191 124,491 124,491 1,703,050 150,537 150,537 1,703,050 181,143 181,143 1,703,050
6 714,201 146,355 146,355 1,703,050 182,822 182,822 1,703,050 227,450 227,450 1,703,050
7 854,911 167,051 167,051 1,703,050 215,756 215,756 1,703,050 277,868 277,868 1,703,050
8 897,656 187,859 187,859 1,703,050 250,741 250,741 1,703,050 334,322 334,322 1,703,050
9 942,539 207,306 207,306 1,703,050 286,353 286,353 1,703,050 395,916 395,916 1,703,050
10 989,666 225,315 225,315 1,703,050 322,570 322,570 1,703,050 463,221 463,221 1,703,050
11 1,039,150 241,825 241,825 1,703,050 359,391 359,391 1,703,050 536,917 536,917 1,703,050
12 1,091,107 256,787 256,787 1,703,050 396,839 396,839 1,703,050 617,810 617,810 1,703,050
13 1,145,662 270,151 270,151 1,703,050 434,947 434,947 1,703,050 706,835 706,835 1,703,050
14 1,202,945 281,850 281,850 1,703,050 473,746 473,746 1,703,050 805,072 805,072 1,703,050
15 1,263,093 291,773 291,773 1,703,050 513,242 513,242 1,703,050 913,753 913,753 1,703,050
16 1,326,247 299,746 299,746 1,703,050 553,407 553,407 1,703,050 1,034,301 1,034,301 1,703,050
17 1,392,560 305,536 305,536 1,703,050 594,186 594,186 1,703,050 1,168,388 1,168,388 1,703,050
18 1,462,188 308,874 308,874 1,703,050 635,524 635,524 1,703,050 1,318,023 1,318,023 1,703,050
19 1,535,297 309,463 309,463 1,703,050 677,378 677,378 1,703,050 1,484,436 1,484,436 1,840,701
20 1,612,062 306,989 306,989 1,703,050 719,734 719,734 1,703,050 1,666,799 1,666,799 2,033,495
21 1,692,665 264,049 264,049 1,703,050 723,297 723,297 1,703,050 1,826,399 1,826,399 2,191,678
22 1,777,298 216,881 216,881 1,703,050 724,500 724,500 1,703,050 2,000,852 2,000,852 2,381,014
23 1,866,163 164,942 164,942 1,703,050 723,014 723,014 1,703,050 2,191,549 2,191,549 2,586,027
24 1,959,471 107,535 107,535 1,703,050 718,405 718,405 1,703,050 2,400,002 2,400,002 2,808,003
25 2,057,445 43,694 43,694 1,703,050 710,068 710,068 1,703,050 2,627,846 2,627,846 3,048,302
26 2,160,317 0 0 0 697,192 697,192 1,703,050 2,876,845 2,876,845 3,308,372
27 2,268,333 0 0 0 678,715 678,715 1,703,050 3,150,375 3,150,375 3,559,924
28 2,381,750 0 0 0 653,272 653,272 1,703,050 3,451,282 3,451,282 3,830,923
29 2,500,837 0 0 0 619,182 619,182 1,703,050 3,782,939 3,782,939 4,123,403
30 2,625,879 0 0 0 574,510 574,510 1,703,050 4,149,425 4,149,425 4,439,884
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
53
<PAGE> 57
$38,872.05 ANNUAL PREMIUM FOR 20 YEARS
$1,703,050 SPECIFIED AMOUNT
GUIDELINE PREMIUM AND CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 2
CURRENT VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 31,354 31,663 1,734,404 33,341 33,650 1,736,391 35,331 35,640 1,738,381
2 215,250 61,784 62,093 1,764,834 67,692 68,001 1,770,742 73,840 74,149 1,776,890
3 331,013 91,641 91,641 1,794,691 103,448 103,448 1,806,498 116,222 116,222 1,819,272
4 452,563 120,853 120,853 1,823,903 140,591 140,591 1,843,641 162,801 162,801 1,865,851
5 580,191 149,534 149,534 1,852,584 179,335 179,335 1,882,385 214,216 214,216 1,917,266
6 714,201 177,455 177,455 1,880,505 219,487 219,487 1,922,537 270,684 270,684 1,973,734
7 854,911 204,648 204,648 1,907,698 261,142 261,142 1,964,192 332,772 332,772 2,035,822
8 897,656 232,923 232,923 1,935,973 306,280 306,280 2,009,330 403,104 403,104 2,106,154
9 942,539 260,346 260,346 1,963,396 353,035 353,035 2,056,085 480,414 480,414 2,183,464
10 989,666 286,860 286,860 1,989,910 401,416 401,416 2,104,466 565,382 565,382 2,268,432
11 1,039,150 312,469 312,469 2,015,519 451,493 451,493 2,154,543 658,821 658,821 2,361,871
12 1,091,107 337,125 337,125 2,040,175 503,286 503,286 2,206,336 761,576 761,576 2,464,626
13 1,145,662 360,823 360,823 2,063,873 556,864 556,864 2,259,914 874,632 874,632 2,577,682
14 1,202,945 383,520 383,520 2,086,570 612,255 612,255 2,315,305 999,034 999,034 2,702,084
15 1,263,093 404,972 404,972 2,108,022 669,283 669,283 2,372,333 1,135,729 1,135,729 2,838,779
16 1,326,247 425,075 425,075 2,128,125 727,902 727,902 2,430,952 1,285,908 1,285,908 2,988,958
17 1,392,560 443,702 443,702 2,146,752 788,045 788,045 2,491,095 1,450,868 1,450,868 3,153,918
18 1,462,188 460,666 460,666 2,163,716 849,573 849,573 2,552,623 1,631,975 1,631,975 3,335,025
19 1,535,297 475,776 475,776 2,178,826 912,335 912,335 2,615,385 1,830,738 1,830,738 3,533,788
20 1,612,062 488,863 488,863 2,191,913 976,195 976,195 2,679,245 2,048,848 2,048,848 3,751,898
21 1,692,665 465,425 465,425 2,168,475 1,005,323 1,005,323 2,708,373 2,252,198 2,252,198 3,955,248
22 1,777,298 442,220 442,220 2,145,270 1,035,892 1,035,892 2,738,942 2,477,693 2,477,693 4,180,743
23 1,866,163 417,818 417,818 2,120,868 1,066,502 1,066,502 2,769,552 2,726,227 2,726,227 4,429,277
24 1,959,471 391,624 391,624 2,094,674 1,096,528 1,096,528 2,799,578 2,999,665 2,999,665 4,702,715
25 2,057,445 363,466 363,466 2,066,516 1,125,745 1,125,745 2,828,795 3,300,516 3,300,516 5,003,566
26 2,160,317 333,134 333,134 2,036,184 1,153,877 1,153,877 2,856,927 3,631,521 3,631,521 5,334,571
27 2,268,333 300,458 300,458 2,003,508 1,180,671 1,180,671 2,883,721 3,995,761 3,995,761 5,698,811
28 2,381,750 265,211 265,211 1,968,261 1,205,804 1,205,804 2,908,854 4,396,589 4,396,589 6,099,639
29 2,500,837 227,112 227,112 1,930,162 1,228,876 1,228,876 2,931,926 4,837,662 4,837,662 6,540,712
30 2,625,879 185,842 185,842 1,888,892 1,249,427 1,249,427 2,952,477 5,322,996 5,322,996 7,026,046
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
54
<PAGE> 58
$38,872.05 ANNUAL PREMIUM FOR 20 YEARS
$1,703,050 SPECIFIED AMOUNT
GUIDELINE PREMIUM AND CASH VALUE ACCUMULATION TEST
UNISEX: REGULAR ISSUE/NON TOBACCO PREFERRED, AGE 45
DEATH BENEFIT OPTION 2
GUARANTEED VALUES
<TABLE>
<CAPTION>
PREMIUMS 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 26,677 26,986 1,729,727 28,504 28,813 1,731,554 30,335 30,644 1,733,385
2 215,250 52,257 52,566 1,755,307 57,543 57,852 1,760,593 63,054 63,363 1,766,104
3 331,013 76,725 76,725 1,779,775 87,104 87,104 1,790,154 98,361 98,361 1,801,411
4 452,563 100,048 100,048 1,803,098 117,159 117,159 1,820,209 136,467 136,467 1,839,517
5 580,191 122,159 122,159 1,825,209 147,639 147,639 1,850,689 177,566 177,566 1,880,616
6 714,201 142,992 142,992 1,846,042 178,474 178,474 1,881,524 221,871 221,871 1,924,921
7 854,911 162,415 162,415 1,865,465 209,522 209,522 1,912,572 269,545 269,545 1,972,595
8 897,656 181,670 181,670 1,884,720 242,087 242,087 1,945,137 322,302 322,302 2,025,352
9 942,539 199,249 199,249 1,902,299 274,638 274,638 1,977,688 378,980 378,980 2,082,030
10 989,666 215,043 215,043 1,918,093 307,033 307,033 2,010,083 439,831 439,831 2,142,881
11 1,039,150 228,961 228,961 1,932,011 339,141 339,141 2,042,191 505,152 505,152 2,208,202
12 1,091,107 240,929 240,929 1,943,979 370,843 370,843 2,073,893 575,286 575,286 2,278,336
13 1,145,662 250,875 250,875 1,953,925 402,013 402,013 2,105,063 650,613 650,613 2,353,663
14 1,202,945 258,710 258,710 1,961,760 432,504 432,504 2,135,554 731,532 731,532 2,434,582
15 1,263,093 264,296 264,296 1,967,346 462,108 462,108 2,165,158 818,427 818,427 2,521,477
16 1,326,247 267,426 267,426 1,970,476 490,536 490,536 2,193,586 911,649 911,649 2,614,699
17 1,392,560 267,829 267,829 1,970,879 517,417 517,417 2,220,467 1,011,510 1,011,510 2,714,560
18 1,462,188 265,201 265,201 1,968,251 542,324 542,324 2,245,374 1,118,315 1,118,315 2,821,365
19 1,535,297 259,225 259,225 1,962,275 564,796 564,796 2,267,846 1,232,380 1,232,380 2,935,430
20 1,612,062 249,586 249,586 1,952,636 584,348 584,348 2,287,398 1,354,053 1,354,053 3,057,103
21 1,692,665 199,908 199,908 1,902,958 562,239 562,239 2,265,289 1,443,314 1,443,314 3,146,364
22 1,777,298 146,691 146,691 1,849,741 534,698 534,698 2,237,748 1,537,032 1,537,032 3,240,082
23 1,866,163 89,722 89,722 1,792,772 501,212 501,212 2,204,262 1,635,372 1,635,372 3,338,422
24 1,959,471 28,703 28,703 1,731,753 461,156 461,156 2,164,206 1,738,422 1,738,422 3,441,472
25 2,057,445 0 0 0 413,695 413,695 2,116,745 1,846,089 1,846,089 3,549,139
26 2,160,317 0 0 0 357,768 357,768 2,060,818 1,958,078 1,958,078 3,661,128
27 2,268,333 0 0 0 292,086 292,086 1,995,136 2,073,869 2,073,869 3,776,919
28 2,381,750 0 0 0 215,123 215,123 1,918,173 2,192,710 2,192,710 3,895,760
29 2,500,837 0 0 0 125,243 125,243 1,828,293 2,313,718 2,313,718 4,016,768
30 2,625,879 0 0 0 20,919 20,919 1,723,969 2,436,112 2,436,112 4,139,162
</TABLE>
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
$5.00 ADMINISTRATIVE EXPENSE CHARGE ALL THE TIME. CURRENT VALUES REFLECT A
PREMIUM CHARGE OF 9% OF TARGET PREMIUM AND 6.5% OF EXCESS-OF-TARGET
PREMIUM FOR THE FIRST SEVEN YEARS AND 3.5% OF ALL PREMIUM FROM EIGHTH YEAR
AND ON.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
55
<PAGE> 59
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Life Insurance Company:
We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1997 and
1996, and the related consolidated statements of income, shareholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
Columbus, Ohio
January 30, 1998
<PAGE> 2
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Balance Sheets
(in millions of dollars)
<TABLE>
<CAPTION>
December 31,
-----------------------------------
ASSETS 1997 1996
------
----------------- ---------------
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities $13,204.1 $12,304.6
Equity securities 80.4 59.1
Mortgage loans on real estate, net 5,181.6 5,272.1
Real estate, net 311.4 265.8
Policy loans 415.3 371.8
Other long-term investments 25.2 28.7
Short-term investments 358.4 4.8
---------- ---------
19,576.4 18,306.9
---------- ---------
Cash 175.6 43.8
Accrued investment income 210.5 210.2
Deferred policy acquisition costs 1,665.4 1,366.5
Investment in subsidiaries classified as discontinued operations - 485.7
Other assets 438.4 426.5
Assets held in Separate Accounts 37,724.4 26,926.7
---------- ---------
$59,790.7 $47,766.3
========== =========
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Future policy benefits and claims $18,702.8 $17,600.6
Other liabilities 885.6 1,101.1
Liabilities related to Separate Accounts 37,724.4 26,926.7
---------- ---------
57,312.8 45,628.4
---------- ---------
Commitments and contingencies (notes 7 and 13)
Shareholder's equity:
Common stock, $1 par value. Authorized 5.0 million shares;
3.8 million shares issued and outstanding 3.8 3.8
Additional paid-in capital 914.7 527.9
Retained earnings 1,312.3 1,432.6
Unrealized gains on securities available-for-sale, net 247.1 173.6
---------- ---------
2,477.9 2,137.9
---------- ---------
$59,790.7 $47,766.3
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Income
(in millions of dollars)
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------------
1997 1996 1995
------------- ------------- --------------
<S> <C> <C> <C>
Revenues:
Investment product and universal life insurance product policy charges $ 545.2 $ 400.9 $ 286.6
Traditional life insurance premiums 205.4 198.6 199.1
Net investment income 1,409.2 1,357.8 1,294.0
Realized gains (losses) on investments 11.1 (0.3) (1.7)
Other 46.5 35.9 20.7
---------- ---------- ----------
2,217.4 1,992.9 1,798.7
---------- ---------- ----------
Benefits and expenses:
Interest credited to policyholder account balances 1,016.6 982.3 950.3
Other benefits and claims 178.2 178.3 165.2
Policyholder dividends on participating policies 40.6 41.0 39.9
Amortization of deferred policy acquisition costs 167.2 133.4 82.7
Other operating expenses 384.9 342.4 273.0
---------- ---------- ----------
1,787.5 1,677.4 1,511.1
---------- ---------- ----------
Income from continuing operations before federal income tax expense 429.9 315.5 287.6
Federal income tax expense 150.2 110.9 99.8
---------- ---------- ----------
Income from continuing operations 279.7 204.6 187.8
Income from discontinued operations (less federal income tax expense
of $4.5 and $7.4 in 1996 and 1995, respectively) - 11.3 24.7
---------- ---------- ----------
Net income $ 279.7 $ 215.9 $ 212.5
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Shareholder's Equity
(in millions of dollars)
<TABLE>
<CAPTION>
Unrealized
gains
(losses)
Additional on securities Total
Common paid-in Retained available- shareholder's
stock capital earnings for-sale, net equity
----------- ------------- -------------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
December 31, 1994 $3.8 $ 606.2 $1,378.2 $(119.7) $1,868.5
Capital contribution - 51.0 - (4.1) 46.9
Net income - - 212.5 - 212.5
Dividends to shareholder - - (7.5) - (7.5)
Unrealized gains on securities available-
for-sale, net - - - 508.1 508.1
-------- -------- -------- -------- ---------
December 31, 1995 3.8 657.2 1,583.2 384.3 2628.5
Net income - - 215.9 - 215.9
Dividends to shareholder - (129.3) (366.5) (39.8) (535.6)
Unrealized losses on securities available-
for-sale, net - - - (170.9) (170.9)
-------- -------- -------- -------- ---------
December 31, 1996 3.8 527.9 1,432.6 173.6 2,137.9
Capital contribution - 836.8 - - 836.8
Net income - - 279.7 - 279.7
Dividends to shareholder - (450.0) (400.0) - (850.0)
Unrealized gains on securities available-
for-sale, net - - - 73.5 73.5
-------- -------- -------- -------- ---------
December 31, 1997 $3.8 $ 914.7 $1,312.3 $ 247.1 $2,477.9
======== ======== ======== ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Statements of Cash Flows
(in millions of dollars)
<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------------------
1997 1996 1995
------------------------------ ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 279.7 $ 215.9 $ 212.5
Adjustments to reconcile net income to net cash provided by operating
activities:
Interest credited to policyholder account balances 1,016.6 982.3 950.3
Capitalization of deferred policy acquisition costs (487.9) (422.6) (321.3)
Amortization of deferred policy acquisition costs 167.2 133.4 82.7
Amortization and depreciation (2.0) 7.0 10.2
Realized (gains) losses on invested assets, net (11.1) (0.3) 3.3
(Increase) decrease in accrued investment income (0.3) 2.8 (16.9)
(Increase) decrease in other assets (12.7) (38.9) 39.9
(Decrease) increase in policy liabilities (23.1) (151.0) 123.9
Increase in other liabilities 230.6 191.4 27.0
Other, net (10.9) (61.7) 1.8
----------- --------- --------
Net cash provided by operating activities 1,146.1 858.3 1,113.4
----------- --------- --------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 993.4 1,162.8 634.6
Proceeds from sale of securities available-for-sale 574.5 299.6 107.3
Proceeds from maturity of fixed maturity securities held-to-maturity - - 564.4
Proceeds from repayments of mortgage loans on real estate 437.3 309.0 207.8
Proceeds from sale of real estate 34.8 18.5 48.3
Proceeds from repayments of policy loans and sale of other invested assets 22.7 22.8 53.6
Cost of securities available-for-sale acquired (2,828.1) (1,573.6) (1,942.4)
Cost of fixed maturity securities held-to-maturity acquired - - (593.6)
Cost of mortgage loans on real estate acquired (752.2) (972.8) (796.0)
Cost of real estate acquired (24.9) (7.9) (10.9)
Policy loans issued and other invested assets acquired (62.5) (57.7) (75.9)
Short-term investments, net (354.8) 28.0 77.8
----------- --------- --------
Net cash used in investing activities (1,959.8) (771.3) (1,725.0)
----------- --------- --------
Cash flows from financing activities:
Proceeds from capital contributions 836.8 - -
Cash dividends paid - (50.0) (7.5)
Increase in investment product and universal life insurance
product account balances 2,488.5 1,781.8 1,883.7
Decrease in investment product and universal life insurance
product account balances (2,379.8) (1,784.5) (1,258.7)
----------- --------- --------
Net cash provided by (used in) financing activities 945.5 (52.7) 617.5
----------- --------- --------
Net increase in cash 131.8 34.3 5.9
Cash, beginning of year 43.8 9.5 3.6
----------- --------- --------
Cash, end of year $ 175.6 $ 43.8 $ 9.5
=========== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS
Prior to January 27, 1997, Nationwide Life Insurance Company (NLIC) was
wholly owned by Nationwide Corporation (Nationwide Corp.). On that
date, Nationwide Corp. contributed the outstanding shares of NLIC's
common stock to Nationwide Financial Services, Inc. (NFS), a holding
company formed by Nationwide Corp. in November 1996 for NLIC and the
other companies within the Nationwide Insurance Enterprise that offer
or distribute long-term savings and retirement products. On March 11
1997, NFS completed an initial public offering of its Class A common
stock.
During 1996 and 1997, Nationwide Corp. and NFS completed certain
transactions in anticipation of the initial public offering that
focused the business of NFS on long-term savings and retirement
products. On September 24, 1996, NLIC declared a dividend payable to
Nationwide Corp. on January 1, 1997 consisting of the outstanding
shares of common stock of certain subsidiaries that do not offer or
distribute long-term savings or retirement products. In addition,
during 1996, NLIC entered into two reinsurance agreements whereby all
of NLIC's accident and health and group life insurance business was
ceded to two affiliates effective January 1, 1996. These subsidiaries,
through December 31, 1996, and all accident and health and group life
insurance business have been accounted for as discontinued operations
for all periods presented. See notes 11 and 15. Additionally, NLIC paid
$900.0 million of dividends, $50.0 million to Nationwide Corp. on
December 31, 1996 and $850.0 million to NFS, which then made an
equivalent dividend to Nationwide Corp., on February 24, 1997.
NFS contributed $836.8 million to the capital of NLIC during March
1997.
Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
Insurance Company (NLAIC), Nationwide Advisory Services, Inc.,
Nationwide Investment Services Corporation and NWE, Inc. NLIC and its
subsidiaries are collectively referred to as "the Company."
The Company is a leading provider of long-term savings and retirement
products. The Company is subject to regulation by the Insurance
Departments of states in which it is licensed, and undergoes periodic
examinations by those departments.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Company that
materially affect financial reporting are summarized below. The
accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles, which differ
from statutory accounting practices prescribed or permitted by
regulatory authorities. Annual Statements for NLIC and NLAIC, filed
with the Department of Insurance of the State of Ohio (the Department),
are prepared on the basis of accounting practices prescribed or
permitted by the Department. Prescribed statutory accounting practices
include a variety of publications of the National Association of
Insurance Commissioners (NAIC), as well as state laws, regulations and
general administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed. The Company has
no material permitted statutory accounting practices.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent
assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ significantly from those
estimates.
The most significant estimates include those used in determining
deferred policy acquisition costs, valuation allowances for mortgage
loans on real estate and real estate investments and the liability for
future policy benefits and claims. Although some variability is
inherent in these estimates, management believes the amounts provided
are adequate.
(a) CONSOLIDATION POLICY
The consolidated financial statements include the accounts of NLIC
and its wholly owned subsidiaries. Subsidiaries that are
classified and reported as discontinued operations are not
consolidated but rather are reported as "Investment in
subsidiaries classified as discontinued operations" in the
accompanying consolidated balance sheets and "Income from
discontinued operations" in the accompanying consolidated
statements of income. All significant intercompany balances and
transactions have been eliminated.
(b) VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES
The Company is required to classify its fixed maturity securities
and equity securities as either held-to-maturity,
available-for-sale or trading. Fixed maturity securities are
classified as held-to-maturity when the Company has the positive
intent and ability to hold the securities to maturity and are
stated at amortized cost. Fixed maturity securities not classified
as held-to-maturity and all equity securities are classified as
available-for-sale and are stated at fair value, with the
unrealized gains and losses, net of adjustments to deferred policy
acquisition costs and deferred federal income tax, reported as a
separate component of shareholder's equity. The adjustment to
deferred policy acquisition costs represents the change in
amortization of deferred policy acquisition costs that would have
been required as a charge or credit to operations had such
unrealized amounts been realized. The Company has no fixed
maturity securities classified as held-to-maturity or trading as
of December 31, 1997 or 1996.
Mortgage loans on real estate are carried at the unpaid principal
balance less valuation allowances. The Company provides valuation
allowances for impairments of mortgage loans on real estate based
on a review by portfolio managers. The measurement of impaired
loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the fair value of the collateral, if the
loan is collateral dependent. Loans in foreclosure and loans
considered to be impaired are placed on non-accrual status.
Interest received on non-accrual status mortgage loans on real
estate is included in interest income in the period received.
Real estate is carried at cost less accumulated depreciation and
valuation allowances. Other long-term investments are carried on
the equity basis, adjusted for valuation allowances. Impairment
losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.
Realized gains and losses on the sale of investments are
determined on the basis of specific security identification.
Estimates for valuation allowances and other than temporary
declines are included in realized gains and losses on investments.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(c) REVENUES AND BENEFITS
INVESTMENT PRODUCTS AND UNIVERSAL LIFE INSURANCE PRODUCTS:
Investment products consist primarily of individual and group
variable and fixed annuities. Universal life insurance products
include universal life insurance, variable universal life
insurance and other interest-sensitive life insurance policies.
Revenues for investment products and universal life insurance
products consist of net investment income, asset fees, cost of
insurance, policy administration and surrender charges that have
been earned and assessed against policy account balances during
the period. Policy benefits and claims that are charged to expense
include interest credited to policy account balances and benefits
and claims incurred in the period in excess of related policy
account balances.
TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
products include those products with fixed and guaranteed premiums
and benefits and consist primarily of whole life insurance,
limited-payment life insurance, term life insurance and certain
annuities with life contingencies. Premiums for traditional life
insurance products are recognized as revenue when due. Benefits
and expenses are associated with earned premiums so as to result
in recognition of profits over the life of the contract. This
association is accomplished by the provision for future policy
benefits and the deferral and amortization of policy acquisition
costs.
(d) DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new business, principally commissions,
certain expenses of the policy issue and underwriting department
and certain variable sales expenses have been deferred. For
investment products and universal life insurance products,
deferred policy acquisition costs are being amortized with
interest over the lives of the policies in relation to the present
value of estimated future gross profits from projected interest
margins, asset fees, cost of insurance, policy administration and
surrender charges. For years in which gross profits are negative,
deferred policy acquisition costs are amortized based on the
present value of gross revenues. Deferred policy acquisition costs
are adjusted to reflect the impact of unrealized gains and losses
on fixed maturity securities available-for-sale as described in
note 2(b). For traditional life insurance products, these deferred
policy acquisition costs are predominantly being amortized with
interest over the premium paying period of the related policies in
proportion to the ratio of actual annual premium revenue to the
anticipated total premium revenue. Such anticipated premium
revenue was estimated using the same assumptions as were used for
computing liabilities for future policy benefits.
(e) SEPARATE ACCOUNTS
Separate Account assets and liabilities represent contractholders'
funds which have been segregated into accounts with specific
investment objectives. For all but $365.5 million of separate
account assets, the investment income and gains or losses of these
accounts accrue directly to the contractholders. The activity of
the Separate Accounts is not reflected in the consolidated
statements of income and cash flows except for the fees the
Company receives.
(f) FUTURE POLICY BENEFITS
Future policy benefits for investment products in the accumulation
phase, universal life insurance and variable universal life
insurance policies have been calculated based on participants'
contributions plus interest credited less applicable contract
charges.
Future policy benefits for traditional life insurance policies
have been calculated using a net level premium method based on
estimates of mortality, morbidity, investment yields and
withdrawals which were used or which were being experienced at the
time the policies were issued, rather than the assumptions
prescribed by state regulatory authorities. See note 4.
<PAGE> 9
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(g) PARTICIPATING BUSINESS
Participating business represents approximately 50% in 1997 (52%
in 1996 and 54% in 1995) of the Company's life insurance in force,
77% in 1997 (78% in 1996 and 79% in 1995) of the number of life
insurance policies in force, and 27% in 1997 (40% in 1996 and 47%
in 1995) of life insurance statutory premiums. The provision for
policyholder dividends is based on current dividend scales and is
included in "Future policy benefits and claims" in the
accompanying consolidated balance sheets.
(h) FEDERAL INCOME TAX
The Company files a consolidated federal income tax return with
Nationwide Mutual Insurance Company (NMIC), the majority
shareholder of Nationwide Corp. The members of the consolidated
tax return group have a tax sharing arrangement which provides, in
effect, for each member to bear essentially the same federal
income tax liability as if separate tax returns were filed.
The Company utilizes the asset and liability method of accounting
for income tax. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. Under this method, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Valuation allowances are established when necessary to reduce the
deferred tax assets to the amounts expected to be realized.
(i) REINSURANCE CEDED
Reinsurance premiums ceded and reinsurance recoveries on benefits
and claims incurred are deducted from the respective income and
expense accounts. Assets and liabilities related to reinsurance
ceded are reported on a gross basis. All of the Company's accident
and health and group life insurance business is ceded to
affiliates and is accounted for as discontinued operations. See
notes 11 and 15.
(j) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 130 - REPORTING
COMPREHENSIVE INCOME was issued in June 1997 and is effective for
fiscal years beginning after December 15, 1997. The statement
establishes standards for reporting and display of comprehensive
income and its components in a full set of financial statements.
Comprehensive income includes all changes in equity during a
period except those resulting from investments by shareholders and
distributions to shareholders and includes net income.
Comprehensive income would be reported in addition to earnings
amounts currently presented. The Company will adopt the statement
and begin reporting comprehensive income in the first quarter of
1998.
(k) RECLASSIFICATION
Certain items in the 1996 and 1995 consolidated financial
statements have been reclassified to conform to the 1997
presentation.
<PAGE> 10
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(3) INVESTMENTS
The amortized cost, gross unrealized gains and losses and estimated
fair value of securities available-for-sale as of December 31, 1997 and
1996 were:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
(in millions of dollars) cost gains losses fair value
-------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
December 31, 1997:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 305.1 $ 8.6 $ - $ 313.7
Obligations of states and political subdivisions 1.6 - - 1.6
Debt securities issued by foreign governments 93.3 2.7 (0.2) 95.8
Corporate securities 8,698.7 355.5 (11.5) 9,042.7
Mortgage-backed securities 3,634.2 118.6 (2.5) 3,750.3
------------ --------- --------- -----------
Total fixed maturity securities 12,732.9 485.4 (14.2) 13,204.1
Equity securities 67.8 12.9 (0.3) 80.4
------------ --------- --------- -----------
$ 12,800.7 $ 498.3 $ (14.5) $ 13,284.5
============ ========= ========= ===========
December 31, 1996:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 275.7 $ 4.8 $ (1.3) $ 279.2
Obligations of states and political subdivisions 6.2 0.5 - 6.7
Debt securities issued by foreign governments 100.7 2.1 (0.9) 101.9
Corporate securities 7,999.3 285.9 (33.7) 8,251.5
Mortgage-backed securities 3,589.0 91.4 (15.1) 3,665.3
------------ --------- --------- -----------
Total fixed maturity securities 11,970.9 384.7 (51.0) 12,304.6
Equity securities 43.9 15.6 (0.4) 59.1
------------ --------- --------- -----------
$ 12,014.8 $ 400.3 $ (51.4) $ 12,363.7
============ ========= ========= ===========
</TABLE>
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1997, by contractual
maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
(in millions of dollars) cost fair value
-------------- ----------
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 419.2 $ 422.1
Due after one year through five years 4,573.5 4,708.4
Due after five years through ten years 2,772.6 2,879.7
Due after ten years 1,333.4 1,443.6
----------- -----------
9,098.7 9,453.8
Mortgage-backed securities 3,634.2 3,750.3
----------- -----------
$ 12,732.9 $ 13,204.1
=========== ===========
</TABLE>
<PAGE> 11
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The components of unrealized gains on securities available-for-sale,
net, were as follows as of December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996
----------- ----------
<S> <C> <C>
Gross unrealized gains $ 483.8 $349.0
Adjustment to deferred policy acquisition costs (103.7) (81.9)
Deferred federal income tax (133.0) (93.5)
-------- -------
$ 247.1 $173.6
======== =======
</TABLE>
An analysis of the change in gross unrealized gains (losses) on
securities available-for-sale and fixed maturity securities
held-to-maturity follows for the years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
----------- ------------- -----------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $137.5 $(289.2) $876.3
Equity securities (2.7) 8.9 -
Fixed maturity securities held-to-maturity - - 75.6
------- ------- -------
$134.8 $(280.3) $ 951.9
======= ======= =======
</TABLE>
Proceeds from the sale of securities available-for-sale during 1997,
1996 and 1995 were $574.5 million, $299.6 million and $107.3 million,
respectively. During 1997, gross gains of $9.9 million ($6.6 million
and $4.8 million in 1996 and 1995, respectively) and gross losses of
$18.0 million ($6.9 million and $2.1 million in 1996 and 1995,
respectively) were realized on those sales. In addition, gross gains of
$15.1 million and gross losses of $0.7 million were realized in 1997
when the Company paid a dividend to NFS, which then made an equivalent
dividend to Nationwide Corp., consisting of securities having an
aggregate fair value of $850.0 million.
During 1995, the Company transferred fixed maturity securities
classified as held-to-maturity with amortized cost of $25.4 million to
available-for-sale securities due to evidence of a significant
deterioration in the issuer's creditworthiness. The transfer of those
fixed maturity securities resulted in a gross unrealized loss of $3.5
million.
As permitted by the Financial Accounting Standards Board's Special
Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued in November
1995, the Company transferred nearly all of its fixed maturity
securities previously classified as held-to-maturity to
available-for-sale. As of December 14, 1995, the date of transfer, the
fixed maturity securities had amortized cost of $3.32 billion,
resulting in a gross unrealized gain of $155.9 million.
The recorded investment of mortgage loans on real estate considered to
be impaired as of December 31, 1997 was $19.9 million ($51.8 million as
of December 31, 1996), which includes $3.9 million ($41.7 million as of
December 31, 1996) of impaired mortgage loans on real estate for which
the related valuation allowance was $0.1 million ($8.5 million as of
December 31, 1996) and $16.0 million ($10.1 million as of December 31,
1996) of impaired mortgage loans on real estate for which there was no
valuation allowance. During 1997, the average recorded investment in
impaired mortgage loans on real estate was approximately $31.8 million
($39.7 million in 1996) and interest income recognized on those loans
was $1.0 million ($2.1 million in 1996), which is equal to interest
income recognized using a cash-basis method of income recognition.
<PAGE> 12
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996
------------- -------------
<S> <C> <C>
Allowance, beginning of year $51.0 $49.1
(Reductions) additions charged to operations (1.2) 4.5
Direct write-downs charged against the allowance (7.3) (2.6)
------ ------
Allowance, end of year $42.5 $51.0
====== ======
</TABLE>
Real estate is presented at cost less accumulated depreciation of $45.1
million as of December 31, 1997 ($30.3 million as of December 31, 1996)
and valuation allowances of $11.1 million as of December 31, 1997
($15.2 million as of December 31, 1996).
Investments that were non-income producing for the twelve month period
preceding December 31, 1997 amounted to $19.4 million ($26.8 million
for 1996) and consisted of $3.0 million ($0.2 million in 1996) in
securities available-for-sale, $16.4 million ($20.6 million in 1996) in
real estate and none ($5.9 million in 1996) in other long-term
investments.
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
----------- --------- ---------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $ 911.6 $ 917.1 $ 685.8
Equity securities 0.8 1.3 1.3
Fixed maturity securities held-to-maturity - - 201.8
Mortgage loans on real estate 457.7 432.8 395.5
Real estate 42.9 44.3 38.3
Short-term investments 22.7 4.2 10.6
Other 21.0 4.0 7.2
-------- -------- --------
Total investment income 1,456.7 1,403.7 1,340.5
Less investment expenses 47.5 45.9 46.5
-------- -------- --------
Net investment income $1,409.2 $1,357.8 $1,294.0
======== ======== ========
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
--------- --------- --------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $ 3.6 $(3.5) $ 4.2
Equity securities 2.7 3.2 3.4
Mortgage loans on real estate 1.6 (4.1) (7.1)
Real estate and other 3.2 4.1 (2.2)
------ ------ ------
$11.1 $(0.3) $(1.7)
====== ====== ======
</TABLE>
Fixed maturity securities with an amortized cost of $6.2 million as
of December 31, 1997 and 1996 were on deposit with various
regulatory agencies as required by law.
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(4) FUTURE POLICY BENEFITS AND CLAIMS
The liability for future policy benefits for investment contracts
represents approximately 86% and 87% of the total liability for future
policy benefits as of December 31, 1997 and 1996, respectively. The
average interest rate credited on investment product policies was
approximately 6.1%, 6.3% and 6.6% for the years ended December 31,
1997, 1996 and 1995, respectively.
The liability for future policy benefits for traditional life insurance
policies has been established based upon the following assumptions:
INTEREST RATES: Interest rates vary by issue year and were 6.9%
and 6.6% in 1997 and 1996, respectively. Interest rates have
generally ranged from 6.0% to 10.5% for previous issue years.
WITHDRAWALS: Rates, which vary by issue age, type of coverage and
policy duration, are based on Company experience.
MORTALITY: Mortality and morbidity rates are based on published
tables, modified for the Company's actual experience.
The Company has entered into a reinsurance contract to cede a portion
of its general account individual annuity business to The Franklin Life
Insurance Company (Franklin). Total recoveries due from Franklin were
$220.2 million and $240.5 million as of December 31, 1997 and 1996,
respectively. The contract is immaterial to the Company's results of
operations. The ceding of risk does not discharge the original insurer
from its primary obligation to the policyholder. Under the terms of the
contract, Franklin has established a trust as collateral for the
recoveries. The trust assets are invested in investment grade
securities, the market value of which must at all times be greater than
or equal to 102% of the reinsured reserves.
The Company has reinsurance agreements with certain affiliates as
described in note 11. All other reinsurance agreements are not material
to either premiums or reinsurance recoverables.
(5) FEDERAL INCOME TAX
The Company's current federal income tax liability was $60.1 million
and $30.2 million as of December 31, 1997 and 1996, respectively.
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1997
and 1996 are as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996
---------- ----------
<S> <C> <C>
Deferred tax assets:
Future policy benefits $200.1 $183.0
Liabilities in Separate Accounts 242.0 188.4
Mortgage loans on real estate and real estate 19.0 23.4
Other assets and other liabilities 59.2 53.7
------- ------
Total gross deferred tax assets 520.3 448.5
Less valuation allowance (7.0) (7.0)
------- ------
Net deferred tax assets 513.3 441.5
------- ------
Deferred tax liabilities:
Deferred policy acquisition costs 480.5 399.3
Fixed maturity securities 193.3 133.2
Deferred tax on realized investment gains 40.1 37.6
Equity securities and other long-term investments 7.5 8.2
Other 22.2 25.4
------- ------
Total gross deferred tax liabilities 743.6 603.7
------- ------
Net deferred tax liability $230.3 $162.2
======= ======
</TABLE>
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion of the
total gross deferred tax assets will not be realized. Nearly all future
deductible amounts can be offset by future taxable amounts or recovery
of federal income tax paid within the statutory carryback period. There
has been no change in the valuation allowance for the years ended
December 31, 1997, 1996 and 1995.
Federal income tax expense attributable to income from continuing
operations for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Currently payable $121.7 $116.5 $88.7
Deferred tax expense (benefit) 28.5 (5.6) 11.1
------ ------ ------
$150.2 $110.9 $99.8
====== ====== ======
</TABLE>
Total federal income tax expense for the years ended December 31, 1997,
1996 and 1995 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------------------- ---------------------- ----------------------
(in millions of dollars) Amount % Amount % Amount %
---------------------- ------------- -------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $150.5 35.0 $110.4 35.0 $100.6 35.0
Tax exempt interest and dividends
received deduction - 0.0 (0.2) (0.1) - 0.0
Other, net (0.3) (0.1) 0.7 0.3 (0.8) (0.3)
------ ---- ------ ---- ------ ----
Total (effective rate of each year) $150.2 34.9 $110.9 35.2 $ 99.8 34.7
====== ==== ====== ==== ====== ====
</TABLE>
Total federal income tax paid was $91.8 million, $115.8 million and
$51.8 million during the years ended December 31, 1997, 1996 and 1995,
respectively.
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(6) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosures summarize the carrying amount and estimated
fair value of the Company's financial instruments. Certain assets and
liabilities are specifically excluded from the disclosure requirements
of financial instruments. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
The fair value of a financial instrument is defined as the amount at
which the financial instrument could be exchanged in a current
transaction between willing parties. In cases where quoted market
prices are not available, fair value is to be based on estimates using
present value or other valuation techniques. Many of the Company's
assets and liabilities subject to the disclosure requirements are not
actively traded, requiring fair values to be estimated by management
using present value or other valuation techniques. These techniques are
significantly affected by the assumptions used, including the discount
rate and estimates of future cash flows. Although fair value estimates
are calculated using assumptions that management believes are
appropriate, changes in assumptions could cause these estimates to vary
materially. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases,
could not be realized in the immediate settlement of the instruments.
Although insurance contracts, other than policies such as annuities
that are classified as investment contracts, are specifically exempted
from the disclosure requirements, estimated fair value of policy
reserves on life insurance contracts is provided to make the fair value
disclosures more meaningful.
The tax ramifications of the related unrealized gains and losses can
have a significant effect on fair value estimates and have not been
considered in the estimates.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures:
FIXED MATURITY AND EQUITY SECURITIES: The fair value for fixed
maturity securities is based on quoted market prices, where
available. For fixed maturity securities not actively traded, fair
value is estimated using values obtained from independent pricing
services or, in the case of private placements, is estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the
investments. The fair value for equity securities is based on
quoted market prices.
MORTGAGE LOANS ON REAL ESTATE, NET: The fair value for mortgage
loans on real estate is estimated using discounted cash flow
analyses, using interest rates currently being offered for similar
loans to borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgage loans in default is the estimated fair
value of the underlying collateral.
POLICY LOANS, SHORT-TERM INVESTMENTS AND CASH: The carrying amount
reported in the consolidated balance sheets for these instruments
approximates their fair value.
SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
held in Separate Accounts is based on quoted market prices. The
fair value of liabilities related to Separate Accounts is the
amount payable on demand, which includes certain surrender
charges.
INVESTMENT CONTRACTS: The fair value for the Company's liabilities
under investment type contracts is disclosed using two methods.
For investment contracts without defined maturities, fair value is
the amount payable on demand. For investment contracts with known
or determined maturities, fair value is estimated using discounted
cash flow analysis. Interest rates used are similar to currently
offered contracts with maturities consistent with those remaining
for the contracts being valued.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
POLICY RESERVES ON LIFE INSURANCE CONTRACTS: Included are
disclosures for individual life insurance, universal life
insurance and supplementary contracts with life contingencies for
which the estimated fair value is the amount payable on demand.
Also included are disclosures for the Company's limited payment
policies, which the Company has used discounted cash flow analyses
similar to those used for investment contracts with known
maturities to estimate fair value.
COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit have
nominal fair value because of the short-term nature of such
commitments. See note 13.
Carrying amount and estimated fair value of financial instruments
subject to disclosure requirements and policy reserves on life
insurance contracts were as follows as of December 31:
<TABLE>
<CAPTION>
1997 1996
------------------------------ -------------------------------
Carrying Estimated Carrying Estimated
(in millions of dollars) amount fair value amount fair value
------------------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturity securities $13,204.1 $13,204.1 $12,304.6 $12,304.6
Equity securities 80.4 80.4 59.1 59.1
Mortgage loans on real estate, net 5,181.6 5,509.7 5,272.1 5,397.9
Policy loans 415.3 415.3 371.8 371.8
Short-term investments 358.4 358.4 4.8 4.8
Cash 175.6 175.6 43.8 43.8
Assets held in Separate Accounts 37,724.4 37,724.4 26,926.7 26,926.7
Liabilities:
Investment contracts 14,708.2 14,322.1 13,914.4 13,484.5
Policy reserves on life insurance contracts 3,345.4 3,182.4 3,392.8 3,197.5
Liabilities related to Separate Accounts 37,724.4 36,747.0 26,926.7 26,164.2
</TABLE>
(7) RISK DISCLOSURES
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
LEGAL/REGULATORY RISK: The risk that changes in the legal or regulatory
environment in which an insurer operates will result in increased
competition, reduce demand for a company's products, or create
additional expenses not anticipated by the insurer in pricing its
products. The Company mitigates this risk by offering a wide range of
products and by operating throughout the United States, thus reducing
its exposure to any single product or jurisdiction, and also by
employing underwriting practices which identify and minimize the
adverse impact of this risk.
CREDIT RISK: The risk that issuers of securities owned by the Company
or mortgagors on mortgage loans on real estate owned by the Company
will default or that other parties, including reinsurers, which owe the
Company money, will not pay. The Company minimizes this risk by
adhering to a conservative investment strategy, by maintaining
reinsurance and credit and collection policies and by providing for any
amounts deemed uncollectible.
<PAGE> 17
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
INTEREST RATE RISK: The risk that interest rates will change and cause
a decrease in the value of an insurer's investments. This change in
rates may cause certain interest-sensitive products to become
uncompetitive or may cause disintermediation. The Company mitigates
this risk by charging fees for non-conformance with certain policy
provisions, by offering products that transfer this risk to the
purchaser, and/or by attempting to match the maturity schedule of its
assets with the expected payouts of its liabilities. To the extent that
liabilities come due more quickly than assets mature, an insurer would
have to borrow funds or sell assets prior to maturity and potentially
recognize a gain or loss.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
party to financial instruments with off-balance-sheet risk in the
normal course of business through management of its investment
portfolio. These financial instruments include commitments to extend
credit in the form of loans. These instruments involve, to varying
degrees, elements of credit risk in excess of amounts recognized on the
consolidated balance sheets.
Commitments to fund fixed rate mortgage loans on real estate are
agreements to lend to a borrower, and are subject to conditions
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment
of a deposit. Commitments extended by the Company are based on
management's case-by-case credit evaluation of the borrower and the
borrower's loan collateral. The underlying mortgage property represents
the collateral if the commitment is funded. The Company's policy for
new mortgage loans on real estate is to lend no more than 75% of
collateral value. Should the commitment be funded, the Company's
exposure to credit loss in the event of nonperformance by the borrower
is represented by the contractual amounts of these commitments less the
net realizable value of the collateral. The contractual amounts also
represent the cash requirements for all unfunded commitments.
Commitments on mortgage loans on real estate of $341.4 million
extending into 1998 were outstanding as of December 31, 1997. The
Company also had $63.9 million of commitments to purchase fixed
maturity securities outstanding as of December 31, 1997.
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the
United States. The Company has a diversified portfolio with no more
than 20% (21% in 1996) in any geographic area and no more than 2% (2%
in 1996) with any one borrower as of December 31, 1997. As of December
31, 1997, 46% (44% in 1996) of the remaining principal balance of the
Company's commercial mortgage loan portfolio financed retail
properties.
The Company had a significant reinsurance recoverable balance from one
reinsurer as of December 31, 1997 and 1996. See note 4.
(8) PENSION PLAN
The Company is a participant, together with other affiliated companies,
in a pension plan covering all employees who have completed at least
one year of service. Benefits are based upon the highest average annual
salary of a specified number of consecutive years of the last ten years
of service. The Company funds pension costs accrued for direct
employees plus an allocation of pension costs accrued for employees of
affiliates whose work efforts benefit the Company.
Effective January 1, 1995, the plan was amended to provide enhanced
benefits for participants who met certain eligibility requirements and
elected early retirement no later than March 15, 1995. The entire cost
of the enhanced benefit was borne by NMIC and certain of its property
and casualty insurance company affiliates.
<PAGE> 18
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Effective December 31, 1995, the Nationwide Insurance Companies and
Affiliates Retirement Plan was merged with the Farmland Mutual
Insurance Company Employees' Retirement Plan and the Wausau Insurance
Companies Pension Plan to form the Nationwide Insurance Enterprise
Retirement Plan (the Retirement Plan). Immediately prior to the merger,
the plans were amended to provide consistent benefits for service after
January 1, 1996. These amendments had no significant impact on the
accumulated benefit obligation or projected benefit obligation as of
December 31, 1995.
Pension costs charged to operations by the Company during the years
ended December 31, 1997, 1996 and 1995 were $7.5 million, $7.4
million and $10.5 million, respectively.
The Company had no net accrued pension expense as of December 31, 1997
($1.1 million as of December 31, 1996).
The net periodic pension cost for the Retirement Plan as a whole for
the years ended December 31, 1997 and 1996 and for the Nationwide
Insurance Companies and Affiliates Retirement Plan as a whole for the
year ended December 31, 1995 follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 77.3 $ 75.5 $ 64.5
Interest cost on projected benefit obligation 118.6 105.5 95.3
Actual return on plan assets (328.0) (210.6) (249.3)
Net amortization and deferral 196.4 101.8 143.4
-------- -------- --------
$ 64.3 $ 72.2 $ 53.9
======== ======== ========
</TABLE>
Basis for measurements, net periodic pension cost:
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Weighted average discount rate 6.50% 6.00% 7.50%
Rate of increase in future compensation levels 4.75% 4.25% 6.25%
Expected long-term rate of return on plan assets 7.25% 6.75% 8.75%
</TABLE>
Information regarding the funded status of the Retirement Plan as a
whole as of December 31, 1997 and 1996 follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996
----------- -----------
<S> <C> <C>
Accumulated benefit obligation:
Vested $1,547.5 $1,338.6
Nonvested 13.5 11.1
-------- ---------
$1,561.0 $1,349.7
======== =========
Net accrued pension expense:
Projected benefit obligation for services rendered to date $2,033.8 $1,847.8
Plan assets at fair value 2,212.9 1,947.9
--------- ---------
Plan assets in excess of projected benefit obligation 179.1 100.1
Unrecognized prior service cost 34.7 37.9
Unrecognized net gains (330.7) (202.0)
Unrecognized net asset at transition 33.3 37.2
--------- ---------
$ (83.6) $ (26.8)
========= =========
</TABLE>
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Basis for measurements, funded status of plan:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Weighted average discount rate 6.00% 6.50%
Rate of increase in future compensation levels 4.25% 4.75%
</TABLE>
Assets of the Retirement Plan are invested in group annuity contracts
of NLIC and Employers Life Insurance Company of Wausau (ELICW).
(9) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
In addition to the defined benefit pension plan, the Company, together
with other affiliated companies, participates in life and health care
defined benefit plans for qualifying retirees. Postretirement life and
health care benefits are contributory and generally available to full
time employees who have attained age 55 and have accumulated 15 years
of service with the Company after reaching age 40. Postretirement
health care benefit contributions are adjusted annually and contain
cost-sharing features such as deductibles and coinsurance. In addition,
there are caps on the Company's portion of the per-participant cost of
the postretirement health care benefits. These caps can increase
annually, but not more than three percent. The Company's policy is to
fund the cost of health care benefits in amounts determined at the
discretion of management. Plan assets are invested primarily in group
annuity contracts of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation (APBO), however, certain affiliated
companies elected to amortize their initial transition obligation over
periods ranging from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31,
1997 and 1996 was $36.5 million and $34.9 million, respectively, and
the net periodic postretirement benefit cost (NPPBC) for 1997, 1996 and
1995 was $3.0 million, $3.3 million and $3.1 million, respectively.
Information regarding the funded status of the plan as a whole as of
December 31, 1997 and 1996 follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996
----------- -----------
<S> <C> <C>
Accrued postretirement benefit expense:
Retirees $ 93.3 $ 93.0
Fully eligible, active plan participants 31.6 23.7
Other active plan participants 113.0 84.0
-------- --------
Accumulated postretirement benefit obligation 237.9 200.7
Plan assets at fair value 69.2 63.0
-------- --------
Plan assets less than accumulated postretirement benefit obligation (168.7) (137.7)
Unrecognized transition obligation of affiliates 1.5 1.7
Unrecognized net losses (gains) 1.6 (23.2)
-------- --------
$(165.6) $(159.2)
======== ========
</TABLE>
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The amount of NPPBC for the plan as a whole for the years ended
December 31, 1997, 1996 and 1995 was as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
----------- ------------ ------------
<S> <C> <C> <C>
Service cost (benefits attributed to employee
service during the year) $ 7.0 $ 6.5 $ 6.2
Interest cost on accumulated postretirement
benefit obligation 14.0 13.7 14.2
Actual return on plan assets (3.6) (4.3) (2.7)
Amortization of unrecognized transition
obligation of affiliates 0.2 0.2 3.0
Net amortization and deferral (0.5) 1.8 (1.6)
------- ------ ------
$17.1 $17.9 $19.1
======= ====== ======
</TABLE>
Actuarial assumptions used for the measurement of the APBO and the
NPPBC for 1997, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
APBO:
Discount rate 6.70% 7.25% 6.75%
Assumed health care cost trend rate:
Initial rate 12.13% 11.00% 11.00%
Ultimate rate 6.12% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years
NPPBC:
Discount rate 7.25% 6.65% 8.00%
Long term rate of return on plan
assets, net of tax 5.89% 4.80% 8.00%
Assumed health care cost trend rate:
Initial rate 11.00% 11.00% 10.00%
Ultimate rate 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years
</TABLE>
For the plan as a whole, a one percentage point increase in the assumed
health care cost trend rate would increase the APBO as of December 31,
1997 by $0.4 million and have no impact on the NPPBC for the year ended
December 31, 1997.
(10) SHAREHOLDER'S EQUITY, REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS
AND DIVIDEND RESTRICTIONS
Ohio, NLIC's and NLAIC's state of domicile, imposes minimum risk-based
capital requirements that were developed by the NAIC. The formulas for
determining the amount of risk-based capital specify various weighting
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. Regulatory compliance
is determined by a ratio of the company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level
risk-based capital, as defined by the NAIC. Companies below specific
trigger points or ratios are classified within certain levels, each of
which requires specified corrective action. NLIC and NLAIC each exceed
the minimum risk-based capital requirements.
<PAGE> 21
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The statutory capital and surplus of NLIC as of December 31, 1997, 1996
and 1995 was $1.13 billion, $1.00 billion and $1.36 billion,
respectively. The statutory net income of NLIC for the years ended
December 31, 1997, 1996 and 1995 was $111.7 million, $73.2 million and
$86.5 million, respectively.
As a result of the $850.0 million dividend paid on February 24, 1997,
any dividend paid by NLIC during the twelve-month period immediately
following the $850.0 million dividend would be an extraordinary
dividend under Ohio insurance laws. Accordingly, no such dividend could
be paid without prior regulatory approval. The Company has no reason to
believe that any reasonably foreseeable dividend to be paid by NLIC
would not receive the required approval.
In addition, the payment of dividends by NLIC may also be subject to
restrictions set forth in the insurance laws of New York that limit the
amount of statutory profits on NLIC's participating policies (measured
before dividends to policyholders) that can inure to the benefit of the
Company and its shareholder.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and shareholder dividends
in the future.
(11) TRANSACTIONS WITH AFFILIATES
As part of the restructuring described in note 1, NLIC paid a dividend
valued at $485.7 million to Nationwide Corp. on January 1, 1997
consisting of the outstanding shares of common stock of ELICW, National
Casualty Company (NCC) and West Coast Life Insurance Company (WCLIC).
Also, on February 24, 1997, NLIC paid a dividend to NFS, and NFS paid
an equivalent dividend to Nationwide Corp., consisting of securities
having an aggregate fair value of $850.0 million. The Company
recognized a gain of $14.4 million on the transfer of securities.
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1997, 1996 and 1995, the
Company made lease payments to NMIC and its subsidiaries of $8.4
million, $9.1 million and $9.0 million, respectively.
Pursuant to a cost sharing agreement among NMIC and certain of its
direct and indirect subsidiaries, including the Company, NMIC provides
certain operational and administrative services, such as sales support,
advertising, personnel and general management services, to those
subsidiaries. Expenses covered by this agreement are subject to
allocation among NMIC, the Company and other affiliates. Amounts
allocated to the Company were $85.8 million, $101.6 million and $107.1
million in 1997, 1996 and 1995, respectively. The allocations are based
on techniques and procedures in accordance with insurance regulatory
guidelines. Measures used to allocate expenses among companies include
individual employee estimates of time spent, special cost studies,
salary expense, commissions expense and other methods agreed to by the
participating companies that are within industry guidelines and
practices. The Company believes these allocation methods are
reasonable. In addition, the Company does not believe that expenses
recognized under the inter-company agreements are materially different
than expenses that would have been recognized had the Company operated
on a stand alone basis. Amounts payable to NMIC from the Company under
the cost sharing agreement were $20.5 million and $15.1 million as of
December 31, 1997 and 1996, respectively.
The Company also participates in intercompany repurchase agreements
with affiliates whereby the seller will transfer securities to the
buyer at a stated value. Upon demand or a stated period, the securities
will be repurchased by the seller at the original sales price plus a
price differential. Transactions under the agreements during 1997 and
1996 were not material. The Company believes that the terms of the
repurchase agreements are materially consistent with what the Company
could have obtained with unaffiliated parties.
<PAGE> 22
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Intercompany reinsurance agreements exist between NLIC and,
respectively, NMIC and ELICW whereby all of NLIC's accident and health
and group life insurance business is ceded on a modified coinsurance
basis. NLIC entered into the reinsurance agreements during 1996 because
the accident and health and group life insurance business was unrelated
to the Company's long-term savings and retirement products.
Accordingly, the accident and health and group life insurance business
has been accounted for as discontinued operations for all periods
presented. Under modified coinsurance agreements, invested assets are
retained by the ceding company and investment earnings are paid to the
reinsurer. Under the terms of the Company's agreements, the investment
risk associated with changes in interest rates is borne by ELICW or
NMIC, as the case may be. Risk of asset default is retained by the
Company, although a fee is paid by ELICW or NMIC, as the case may be,
to the Company for the Company's retention of such risk. The agreements
will remain in force until all policy obligations are settled. However,
with respect to the agreement between NLIC and NMIC, either party may
terminate the contract on January 1 of any year with prior notice. The
ceding of risk does not discharge the original insurer from its primary
obligation to the policyholder. The Company believes that the terms of
the modified coinsurance agreements are consistent in all material
respects with what the Company could have obtained with unaffiliated
parties. Amounts ceded to NMIC and ELICW for the years ended December
31, 1997 and 1996 were:
<TABLE>
<CAPTION>
1997 1996
---------------------------- ----------------------------
(in millions of dollars) NMIC ELICW NMIC ELICW
-------------- ------------- ----------------------------
<S> <C> <C> <C> <C>
Premiums $ 91.4 $199.8 $ 97.3 $224.2
Net investment income and other revenue $ 10.7 $ 13.4 $ 10.9 $ 14.8
Benefits, claims and other expenses $100.7 $225.9 $100.5 $246.6
</TABLE>
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC), an affiliate, under which
NCMC acts as a common agent in handling the purchase and sale of
short-term securities for the respective accounts of the participants.
Amounts on deposit with NCMC were $211.0 million and $4.8 million as of
December 31, 1997 and 1996, respectively, and are included in
short-term investments on the accompanying consolidated balance sheets.
On March 1, 1995, Nationwide Corp. contributed all of the outstanding
shares of common stock of Farmland Life Insurance Company (Farmland) to
NLIC. Farmland merged into WCLIC effective June 30, 1995. The
contribution resulted in a direct increase to consolidated
shareholder's equity of $46.9 million. As discussed in note 15, WCLIC
is accounted for as discontinued operations.
Certain annuity products are sold through three affiliated companies,
which are also subsidiaries of NFS. Total commissions and fees paid to
these affiliates for the three years ended December 31, 1997 were $66.1
million, $76.9 million and $57.3 million, respectively.
(12) BANK LINES OF CREDIT
In August 1996, NLIC, along with NMIC, entered into a $600.0 million
revolving credit facility which provides for a $600.0 million loan over
a five year term on a fully revolving basis with a group of national
financial institutions. The credit facility provides for several and
not joint liability with respect to any amount drawn by either NLIC or
NMIC. NLIC and NMIC pay facility and usage fees to the financial
institutions to maintain the revolving credit facility. All previously
existing line of credit agreements were canceled. In September 1997,
the credit agreement was amended to include NFS as a party to and
borrower under the agreement.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(13) CONTINGENCIES
The Company is a defendant in various lawsuits. In the opinion of
management, the effects, if any, of such lawsuits are not expected to
be material to the Company's financial position or results of
operations.
(14) SEGMENT INFORMATION
The Company has three product segments: Variable Annuities, Fixed
Annuities and Life Insurance. The Variable Annuities segment consists
of annuity contracts that provide the customer with the opportunity to
invest in mutual funds managed by the Company and independent
investment managers, with the investment returns accumulating on a
tax-deferred basis. The Fixed Annuities segment consists of annuity
contracts that generate a return for the customer at a specified
interest rate, fixed for a prescribed period, with returns accumulating
on a tax-deferred basis. The Fixed Annuities segment also includes the
fixed option under the Company's variable annuity contracts. The Life
Insurance segment consists of insurance products that provide a death
benefit and may also allow the customer to build cash value on a
tax-deferred basis. In addition, the Company reports corporate expenses
and investments, and the related investment income supporting capital
not specifically allocated to its product segments in a Corporate and
Other segment. In addition, all realized gains and losses and
investment management fees and other revenue earned from mutual funds,
other than the portion allocated to the variable annuities and life
insurance segments, are reported in the Corporate and Other segment.
The following table summarizes revenues and income from continuing
operations before federal income tax expense for the years ended
December 31, 1997, 1996 and 1995 and assets as of December 31, 1997,
1996 and 1995, by segment.
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
------------- ------------ ------------
<S> <C> <C> <C>
Revenues:
Variable Annuities $ 404.0 $ 284.6 $ 189.1
Fixed Annuities 1,141.4 1,092.6 1,052.0
Life Insurance 473.1 435.6 409.1
Corporate and Other 198.9 180.1 148.5
----------- ---------- ----------
$ 2,217.4 $ 1,992.9 $ 1,798.7
=========== ========== ==========
Income from continuing operations before federal income tax
expense:
Variable Annuities $ 150.9 $ 90.3 $ 50.8
Fixed Annuities 169.5 135.4 137.0
Life Insurance 70.9 67.2 67.6
Corporate and Other 38.6 22.6 32.2
----------- ---------- ----------
$ 429.9 $ 315.5 $ 287.6
=========== ========== ==========
Assets:
Variable Annuities $ 35,278.7 $ 25,069.7 $ 17,333.0
Fixed Annuities 14,436.3 13,994.7 13,250.4
Life Insurance 3,901.4 3,353.3 3,027.4
Corporate and Other 6,174.3 5,348.6 4,896.8
----------- ---------- ----------
$ 59,790.7 $ 47,766.3 $ 38,507.6
=========== ========== ==========
</TABLE>
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(15) DISCONTINUED OPERATIONS
As discussed in note 1, NFS is a holding company for NLIC and certain
other companies within the Nationwide Insurance Enterprise that offer
or distribute long-term savings and retirement products. Prior to the
contribution by Nationwide Corp. of the outstanding common stock of
NLIC to NFS, NLIC effected certain transactions with respect to certain
subsidiaries and lines of business that were unrelated to long-term
savings and retirement products.
On September 24, 1996, NLIC's Board of Directors declared a dividend
payable to Nationwide Corp. on January 1, 1997 consisting of the
outstanding shares of common stock of three subsidiaries: ELICW, NCC
and WCLIC. ELICW writes group accident and health and group life
insurance business and maintains it offices in Wausau, Wisconsin. NCC
is a property and casualty company with offices in Scottsdale, Arizona
that serves as a fronting company for a property and casualty
subsidiary of NMIC. WCLIC writes high dollar term life insurance
policies and is located in San Francisco, California. ELICW, NCC and
WCLIC have been accounted for as discontinued operations in the
accompanying consolidated financial statements through December 31,
1996. The Company did not recognize any gain or loss on the disposal of
these subsidiaries.
Also, during 1996, NLIC entered into two reinsurance agreements whereby
all of NLIC's accident and health and group life insurance business was
ceded to ELICW and NMIC, effective January 1, 1996. See note 11 for a
complete discussion of the reinsurance agreements. The Company has
discontinued its accident and health and group life insurance business
and in connection therewith has entered into reinsurance agreements to
cede all existing and any future writings to other affiliated
companies. NLIC's accident and health and group life insurance business
is accounted for as discontinued operations for all periods presented.
The Company did not recognize any gain or loss on the disposal of the
accident and health and group life insurance business. The assets,
liabilities, results of operations and activities of discontinued
operations are distinguished physically, operationally and for
financial reporting purposes from the remaining assets, liabilities,
results of operations and activities of the Company.
A summary of the results of operations of discontinued operations for
the years ended December 31, 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
-------------- ------------- ------------
<S> <C> <C> <C>
Revenues $ - $ 668.9 $ 776.9
Net income $ - $ 11.3 $ 24.7
</TABLE>
A summary of the assets and liabilities of discontinued operations as
of December 31, 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
(in millions of dollars) 1997 1996 1995
-------------- ------------- -------------
<S> <C> <C> <C>
Assets, consisting primarily of investments $247.3 $3,288.5 $3,206.7
Liabilities, consisting primarily of policy benefits and claims $247.3 $2,802.8 $2,700.0
</TABLE>
<PAGE> 60
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Form S-6 Pre-Effective Amendment No. 1 comprises the following papers and
documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of 79 pages.
Representations and Undertakings.
The Signatures.
Accountants' Consent
The following exhibits required by Forms N-8B-2 and S-6:
<TABLE>
<CAPTION>
<S> <C>
1. Power of Attorney dated April 1, 1998. Attached hereto.
2. Resolution of the Depositor's Board of Directors Included with the Registration Statement on Form N-8B-2 for
authorizing the establishment of the Registrant, the Nationwide VLI Separate Account-2 (File No. 811-5311), adopted and
is hereby incorporated by reference.
3. Distribution Contracts Underwriting or Distribution of contracts between the Registrant
and Principal Underwriter - Filed previously in connection with
Registration Statement (SEC File No. 33-86408) on November 14,
1994 and hereby incorporated by reference.
4. Form of Security Attached hereto.
5. Articles of Incorporation of Depositor Included with the Registration Statement on Form N-8B-2 for the
Nationwide VLI Separate Account-2 (File No. 811-5311), and is
hereby incorporated by reference.
6. Application form of Security Filed previously in connection with Registration Statement (SEC File
No. 333-43671) on January 2, 1998 and hereby incorporated by
reference.
7. Opinion of Counsel Filed previously in connection with Registration Statement (SEC
File No. 333-43671) on January 2, 1998 and hereby incorporated by
reference.
</TABLE>
80
<PAGE> 61
REPRESENTATIONS AND UNDERTAKINGS
The Registrant and the Company hereby make the following representations and
undertakings:
(a) This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 (the "Act"). The Registrant and the Company elect to be
governed by Rule 6e-3(T)(b)(13)(i)(A) under the Act with respect to the
policies described in the prospectus. The policies have been designed in
such a way as to qualify for the exemptive relief from various provisions
of the Act afforded by Rule 6e-3(T).
(b) Paragraph (b)(13)(iii)(F) of Rule 6e-3(T) is being relied on for the
deduction of the mortality and expense risk charges ("risk charges")
assumed by the Company under the policies. The Company represents that the
risk charges are within the range of industry practice for comparable
policies and reasonable in relation to all of the risks assumed by the
issuer under the policies. Actuarial memoranda demonstrating the
reasonableness of these charges are maintained by the Company, and will be
made available to the Securities and Exchange Commission (the "Commission")
on request.
(c) The Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the Policy Owners and will keep and make available to
the Commission on request a memorandum setting forth the basis for this
representation.
(d) The Company represents that the separate account will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of the Company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and
reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred in
that section.
(f) The fees and charges deducted under the policy in the aggregate are
reasonable in relation to the services rendered, the expenses expected to
be incurred, and the risks assumed by the Company.
81
<PAGE> 62
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Nationwide Life Insurance Company:
We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Columbus, Ohio
April 20, 1998
82
<PAGE> 63
SIGNATURES
As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account-4, has caused this Pre-Effective Amendment No. 1 to be signed
on its behalf in the City of Columbus, and State of Ohio, on this 20th day of
April, 1998.
NATIONWIDE VLI SEPARATE ACCOUNT-4
---------------------------------
(Registrant)
(Seal) NATIONWIDE LIFE
Attest: INSURANCE COMPANY
---------------------------------
(Depositor)
/s/ W. SIDNEY DRUEN
- ------------------- By: JOSEPH P. RATH
W. Sidney Druen By:---------------------------------
Assistant Secretary Joseph P. Rath
Vice President - Product and Market Compliance
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 20th day of April, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
LEWIS J. ALPHIN Director
- -------------------------
Lewis J. Alphin
A. I. BELL Director
- -------------------------
A. I. Bell
KEITH W. ECKEL Director
- -------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- -------------------------
Willard J. Engel
FRED C. FINNEY Director
- -------------------------
Fred C. Finney
CHARLES L. FUELLGRAF, JR. Director
- -------------------------
Charles L. Fuellgraf, Jr.
JOSEPH J. GASPER President and Chief
- ------------------------- Operating Office and Director
Joseph J. Gasper
DIMON R. McFERSON Chairman and Chief Executive Officer
- ------------------------- Nationwide Insurance Enterprise and Director
Dimon R. McFerson
DAVID O. MILLER Chairman of the Board and Director
- -------------------------
David O. Miller
YVONNE L. MONTGOMERY Director
- -------------------------
Yvonne L. Montgomery
- --------------------
C. RAY NOECKER Director
- -------------------------
C. Ray Noecker
ROBERT A. OAKLEY Executive Vice President-
- ------------------------- Chief Financial Officer
Robert A. Oakley
JAMES F. PATTERSON Director By /s/JOSEPH P. RATH
- ------------------------- -----------------
James F. Patterson Joseph P. Rath
Attorney-in-Fact
ARDEN L. SHISLER Director
- -------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- -------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- -------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- -------------------------
Harold W. Weihl
</TABLE>
83
<PAGE> 1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, and if applicable, of the Investment
Company Act of 1940, as amended, various Registration Statements and amendments
thereto for the registration under said Act of Individual Deferred Variable
Annuity Contracts in connection with MFS Variable Account, Nationwide Variable
Account, Nationwide Variable Account-II, Nationwide Variable Account-3,
Nationwide Variable Account-4, Nationwide Variable Account-5, Nationwide
Variable Account-6, Nationwide Fidelity Advisor Variable Account, Nationwide
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide Variable
Account-9, Nationwide VA Separate Account-A, Nationwide VA Separate Account-B,
Nationwide VA Separate Account-C and Nationwide VA Separate Account-Q; and the
registration of fixed interest rate options subject to a market value adjustment
offered under some or all of the aforementioned individual Variable Annuity
Contracts in connection with Nationwide Multiple Maturity Separate Account and
Nationwide Multiple Maturity Separate Account-A, and the registration of Group
Flexible Fund Retirement Contracts in connection with Nationwide DC Variable
Account, Nationwide DCVA-II, and NACo Variable Account; and the registration of
Group Common Stock Variable Annuity Contracts in connection with Separate
Account No. 1; and the registration of variable life insurance policies in
connection with Nationwide VLI Separate Account, Nationwide VLI Separate
Account-2, Nationwide VLI Separate Account-3, Nationwide VLI Separate Account-4,
Nationwide VL Separate Account-A and Nationwide VL Separate Account-B,
Nationwide VL Separate Account-C, hereby constitutes and appoints Dimon R.
McFerson, Joseph J. Gasper, W. Sidney Druen, Mark R. Thresher, and Joseph P.
Rath, and each of them with power to act without the others, his/her attorney,
with full power of substitution and resubstitution, for and in his/her name,
place and stead, in any and all capacities, to approve, and sign such
Registration Statements and any and all amendments thereto, with power to affix
the corporate seal of said corporation thereto and to attest said seal and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, hereby granting
unto said attorneys, and each of them, full power and authority to do and
perform all and every act and thing requisite to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming that which
said attorneys, or any of them, may lawfully do or cause to be done by virtue
hereof. This instrument may be executed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 1st day of April, 1998.
<TABLE>
<CAPTION>
<S> <C>
/s/ Lewis J. Alphin /s/ Yvonne L. Montgomery
- ------------------------------------------------- --------------------------------------------------
Lewis J. Alphin, Director Yvonne L. Montgomery, Director
/s/ A. I. Bell /s/ C. Ray Noecker
- ------------------------------------------------- -------------------------------------------------
A. I. Bell, Director C. Ray Noecker, Director
/s/ Keith W. Eckel /s/ Robert A. Oakley
- ------------------------------------------------- --------------------------------------------------
Keith W. Eckel, Director Robert A. Oakley, Executive Vice President - Chief
Financial Officer
/s/ Willard J. Engel /s/ James F. Patterson
- ------------------------------------------------- --------------------------------------------------
Willard J. Engel, Director James F. Patterson, Director
/s/ Fred C. Finney /s/ Arden L. Shisler
- ------------------------------------------------- --------------------------------------------------
Fred C. Finney, Director Arden L. Shisler, Director
/s/ Charles L. Fuellgraf /s/ Robert L. Stewart
- ------------------------------------------------- --------------------------------------------------
Charles L. Fuellgraf, Jr., Director Robert L. Stewart, Director
/s/ Joseph J. Gasper /s/ Nancy C. Thomas
- ------------------------------------------------- --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer Nancy C. Thomas, Director
and Director
/s/ Dimon R. McFerson /s/ Harold W. Weihl
- ------------------------------------------------- --------------------------------------------------
Dimon R. McFerson, Chairman and Chief Executive Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
/s/ David O. Miller
- -------------------------------------------------
David O. Miller, Chairman of the Board, Director
</TABLE>
<PAGE> 1
Exhibit 4
---------------------------------------------------
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
[LOGO] Home Office: Two Nationwide Plaza
Columbus, Ohio 43218-2150
---------------------------------------------------
PLEASE READ YOUR POLICY CAREFULLY
This Policy is a legal contract between the Owner (you, your) and Nationwide
Life Insurance Company (we, our, us, the Company).
INSURING AGREEMENT:
We issue this Policy in consideration of your application and the payment of the
Initial Premium. We agree to pay the Death Proceeds to the beneficiary upon
receiving proof that the Insured has died while this Policy is in force and
before the Maturity Date. We agree to pay the Maturity Proceeds to you if the
Insured is living on the Maturity Date.
You and we are bound by the conditions and provisions of this Policy.
- --------------------------------------------------------------------------------
The Surrender Value of this Policy will vary from day to day. It may increase or
decrease depending on the investment experience of the Policy. Refer to the
Nonforfeiture Provisions on page 11 for details. There is no guaranteed
Surrender Value.
The amount or duration of the death benefit will be variable and depend on the
investment experience of the Policy. The death benefit will never be less than
the Specified Amount as long as your Policy is in force. Refer to the Death
Benefit Provisions on page 9 for details.
- --------------------------------------------------------------------------------
RIGHT TO EXAMINE POLICY
You may return this Policy to us within (1) 10 days after you get it, or (2) 45
days after you sign the application, or (3) 10 days after we mail or deliver the
Notice of Withdrawal Right, whichever is latest. The Policy, with a written
request for cancellation, must be mailed or delivered to our Home Office or to
the agent who sold it to you. The returned Policy will be treated as if we never
issued it and we will refund any premiums paid.
- --------------------------------------------------------------------------------
If you have any questions about your Policy or need additional insurance
service, contact you agent or write to our Home Office.
Signed at our Home Office on the Policy Date.
/s/ Gordon E. McCutchan /s/ Joseph J. Gasper
Secretary President
CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE
INSURANCE POLICY
o Adjustable Death Benefit o Flexible premiums payable during Insured's
lifetime until the Maturity Date
o Death Proceeds payable at Insured's death prior to the Maturity Date
o Maturity Proceeds payable on the Maturity Date
o Not eligible for dividends o Investment experience reflected in benefits
<PAGE> 2
- --------------------------------------------------------------------------------
CONTENTS
Page
Annual Report .............................................................. 7
Assignment ................................................................. 8
beneficiary ................................................................ 8
Cash Surrender Value ....................................................... 4
Cash Value ................................................................. 11
Death Benefit .............................................................. 9
Definitions ................................................................ 4
Error in Age ............................................................... 6
Fixed Account .............................................................. 16
Grace Period ............................................................... 9
Incontestability ........................................................... 6
Insured .................................................................... 5
Insuring Agreement ......................................................... 1
Loan ....................................................................... 13
Monthly Cost of Insurance .................................................. 12
Nonforfeiture .............................................................. 11
Optional Modes of Settlement ............................................... 16
Ownership .................................................................. 8
Partial Surrender .......................................................... 13
Policy Data Page ........................................................... 3
Premium .................................................................... 8
Reinstatement .............................................................. 9
Suicide .................................................................... 6
Termination ................................................................ 7
Transfers .................................................................. 16
Valuation of Assets ........................................................ 14
Variable Account Provisions ................................................ 15
- --------------------------------------------------------------------------------
2
<PAGE> 3
DEFINITIONS
ATTAINED AGE: Attained Age is the Issue Age plus the number of full years since
the Policy Date.
BENEFICIARY: The Beneficiary is the person to whom the Death Proceeds are paid.
The Beneficiary is named in the application, unless changed.
CASH SURRENDER VALUE: The Cash Surrender Value of your Policy on any date is the
Cash Value minus any Indebtedness.
CASH VALUE: Your Policy's Cash Value is the sum of the associated values in any
Variable Account, the Fixed Account, and the Policy Loan Account. Refer to the
Nonforfeiture Provision for details.
COMPANY: The Company is the Nationwide Life Insurance Company. "We," "our", and
"us" refer to the Company.
CONTINGENT BENEFICIARY: The Contingent Beneficiary will become the Beneficiary
if the named Beneficiary dies prior to the date of the death of the Insured. The
Contingent Beneficiary is named in the application, unless changed.
CONTINGENT OWNER: The Contingent Owner will become the Owner if the named Owner
dies prior to the date of the death of the Insured. The Contingent Owner is
named in the application, unless changed.
DEATH PROCEEDS: The Death Proceeds are the amount of money payable to the
Beneficiary if the Insured dies while your Policy is in force prior to the
Maturity Date. Refer to the Death Benefit Provisions for details.
FIXED ACCOUNT: A Fixed Account is an investment option which is funded by the
General Account of the Company.
FUND: A Fund is the underlying mutual fund in which Subaccount assets are
invested. There is a Fund that corresponds to each Subaccount in a Variable
Account. The Funds are listed on the Policy Data Page with the corresponding
Subaccounts.
GENERAL ACCOUNT: The General Account is made up of all of our assets other than
those held in any separate investment account.
HOME OFFICE: The Home Office of the Company is at One Nationwide Plaza,
Columbus, Ohio.
INDEBTEDNESS: Indebtedness is any amount you owe us as a result of a policy
loan. Indebtedness consists of principal amount plus accrued interest.
INITIAL INVESTMENT DATE: The Initial Investment Date is the later of the Policy
Date or the date we receive the Initial Premium at our Home Office.
INITIAL PREMIUM: The Initial Premium is the premium required for coverage to
become effective on the Policy Date. It is shown on the Policy Data Page.
4
<PAGE> 4
INSURED: The Insured is the person whose life is covered by this insurance
Policy and is named in the application.
INTEREST RATE GUARANTEE PERIOD: The Interest Rate Guaranteed Period for each
transfer to the Fixed Account is that period of time for which the current
interest crediting rate is guaranteed by the Company.
ISSUE AGE: Issue Age is the Insured's age on the last birthday on or before the
Policy Date. It is shown on the Policy Data Page.
MATURITY DATE: The Maturity Date is the Policy Anniversary on or next following
the Insured's 100th birthday.
MATURITY PROCEEDS: Maturity Proceeds are the amount of money payable to you on
the Maturity Date if your Policy is still in force. The Maturity Proceeds will
be equal to the amount of the Cash Value, less any Indebtedness.
MONTHLY ANNIVERSARY DAY: The Monthly Anniversary Day is the same day as the
Policy Date for each succeeding month.
NET AMOUNT AT RISK: The Net Amount At Risk for a policy month is the death
benefit at the beginning of the policy month minus the Cash Value calculated at
the beginning of the policy month prior to deduction of the base policy cost of
insurance charge.
NET PREMIUM: The Net Premium is equal to the actual premium minus the percent of
premium charge. The percent of premium charge is shown on the Policy Data Page.
The Company may at its sole discretion apply a lower percent of premium charge.
OWNER: The Owner has all rights under this Policy and is named in the
application unless later changed and endorsed on this Policy. "You" or "your"
refer to the Owner of this Policy.
POLICY ANNIVERSARY: The Policy Anniversary is the same day and month as the
Policy Date for each succeeding year.
POLICY DATE: The Policy Date is the date the provisions of this Policy take
effect. It is shown on the Policy Data Page. Policy years and policy months are
measured from the Policy Date.
POLICY LOAN ACCOUNT: The Policy Loan Account is that portion of the Cash Value
which results from policy loans.
PROCEEDS: The Proceeds are the amount payable on the Maturity Date, on the
surrender of this Policy prior to the Maturity Date, or on the death of the
Insured while this Policy is in force.
SEC: SEC is the Securities and Exchange Commission.
SPECIFIED AMOUNT: The Specified Amount is a dollar amount used to determine the
death benefit of your Policy. It is shown on the Policy Data Page.
5
<PAGE> 5
SUBACCOUNT: A Subaccount is a part of the Variable Account. The assets in each
Subaccount are invested exclusively in a specified corresponding Fund. The
Subaccounts are listed on the Policy Data Page.
VALUATION DAY: A Valuation Day is each day that the New York Stock Exchange is
open for trading except for customary holidays observed by us.
VALUATION PERIOD: A Valuation Period is the interval of time between a Valuation
Day and the next Valuation Day.
VARIABLE ACCOUNT: One or more Variable Accounts are named on the Policy Data
Page. Each is a separate investment account of the Company.
GENERAL POLICY PROVISIONS
ENTIRE CONTRACT: The entire contract consists of this Policy, any attached
riders or endorsements, and the attached copy of any written application,
including any written supplemental applications. No agent, registered
representative, or other person may change this Policy or waive any of its
provisions. Any agreement to alter this Policy must be in writing, signed by our
President or Secretary and attached to or endorsed on your Policy. We will not
be bound by any promise or representations made by any agent or other persons.
APPLICATION: All statements made in an application are considered
representations and not warranties. In issuing this Policy, we have relied on
the statements made in any application to be true and complete. No such
statement will be used to void the Policy or to deny a claim unless that
statement is a material misrepresentation.
INCONTESTABILITY: We will not contest payment of the Death Proceeds based on the
initial Specified Amount after this Policy has been in force during the
Insured's lifetime for 2 years from the Policy Date. For any increase in
Specified Amount requiring evidence of insurability, we will not contest payment
of the Death Proceeds based on such an increase after it has been in force
during the Insured's lifetime for 2 years from its effective date.
SUICIDE: If the Insured commits suicide, while sane or insane, within 2 years
from the Policy Date, we will not pay the Death Proceeds normally payable on the
Insured's death. Instead, we will pay the Beneficiary an amount equal to all
premiums paid prior to the Insured's death, less any Indebtedness, and less any
partial surrenders. For any increase in Specified Amount requiring evidence of
insurability, if the Insured commits suicide, while sane or insane, within 2
years from the effective date of any such increase, we will not pay the Death
Proceeds associated with such an increase. Instead, our liability with respect
to such an increase will be limited to its cost.
ERROR IN AGE: If the age of the Insured has been misstated, the death benefit or
Cash Value will be adjusted. The adjusted death benefit will be (1) multiplied
by (2) and then the result added to (3) where:
1. is the net amount at risk at the time of the Insured's death;
2. is the ratio of the monthly cost of insurance applied in the policy
month of death and the monthly cost of insurance that should have been
applied at the true age in the policy month of death; and
3. is the Cash Value at the time of the Insured's death.
The adjusted Cash Value will be recalculated from the Policy Date using cost of
insurance charges based on the correct age.
6
<PAGE> 6
PAYMENT OF PROCEEDS: Unless an optional mode of settlement is elected, the Death
Proceeds will be paid in one sum to the Beneficiary. Unless an optional mode of
settlement is elected, any Proceeds payable on the Maturity Date or upon
surrender of this Policy will be paid in one sum to you.
POSTPONEMENT OF PAYMENTS: We will normally pay any amount payable on surrender
or policy loan within seven days after we receive your written request. We will
normally pay any Death Proceeds within seven days after we receive proof of
death and any other information we may reasonably require to pay a claim.
However, such payments may be postponed if:
1. the New York Stock Exchange is closed (except for customary holiday
closings); or
2. the SEC requires trading be restricted or declares an emergency; or
3. the SEC lets us defer payments for the protection of our Policy
Owners; or
4. policy values are being withdrawn from the Fixed Account.
EFFECTIVE DATE OF COVERAGE: The effective date of coverage of any person insured
under your Policy is as follows:
1. the Policy Date is the effective date for all coverage provided in the
original application;
2. for any increase or addition to coverage, the effective date will be
the Monthly Anniversary Day on or next following the date we approve
the supplemental application; and
3. for any insurance that has been reinstated, the effective date is the
Monthly Anniversary Day on or next following the date we approve the
application for reinstatement.
TERMINATION: All coverage under your Policy will terminate when any one of the
following events occurs:
1. you request in writing that the coverage terminate;
2. the Insured dies;
3. the Policy matures;
4. the Grace Period ends; or
5. you surrender the Policy for its Cash Surrender Value.
ANNUAL REPORT: We will send you a report at least once a year which shows the
current Cash Value, Cash Surrender Value, amount of insurance, premiums paid,
all charges since the last report and outstanding policy Indebtedness. The
report will also include any other information required by laws and regulations,
both federal and state. We will mail this report to you at your address in the
application or another address you specify.
ILLUSTRATION OF BENEFITS AND VALUES: We will provide an illustrative projection
of future benefits and values under this Policy at any time. Your written
request and payment of a service fee set by us at the time of the request will
be required.
NONPARTICIPATION: This is a nonparticipating Policy on which no dividends are
payable. Your Policy will not share in our profits or surplus earnings.
CURRENCY: Any money we pay, or that is paid to us, must be in United States
currency.
SIGNATURE GUARANTEE: For your protection, a request for a surrender, policy
loan, or a change in ownership must be signed. The Company may require the
signature to be guaranteed by a member firm of the New York, American, Boston,
Midwest, Philadelphia, or Pacific Stock Exchange, or by a commercial bank (not a
savings bank), which is a member of the Federal Deposit Insurance Corporation.
In some cases, the Company may require additional documentation of a customary
nature.
7
<PAGE> 7
OWNER, BENEFICIARY AND ASSIGNMENT PROVISIONS
OWNER: While the Insured is living, all rights in your Policy belong to you.
Your rights in your Policy belong to your estate if you die before the Insured
dies and there is no Contingent Owner.
You may name a Contingent Owner or a new Owner at any time while the Insured is
living. If a new Owner is named, any earlier designation is automatically
revoked. Any change must be in a written form satisfactory to us and recorded at
our Home Office. Once recorded, the change will take effect as of the date you
signed it. It will not affect any payment made or any action taken by us before
it was recorded. We may require that you send us your Policy for endorsement
before making a change.
BENEFICIARY: The Beneficiary and Contingent Beneficiary on the Policy Date are
named in the application. More than one Beneficiary or Contingent Beneficiary
may be named. If more than one Beneficiary is alive when the Insured dies, we
will pay them in equal shares, unless you have provided otherwise.
If any Beneficiary dies before the Insured, that Beneficiary's interest will be
paid to any surviving Beneficiaries or Contingent Beneficiaries according to
their respective interests, unless you have provided otherwise. If no
Beneficiary is living at the Insured's death, we will consider you or your
estate to be the Beneficiary. While the Insured is living, you may change any
Beneficiary or Contingent Beneficiary. Any change must be in a written form
satisfactory to us and recorded at our Home Office. Once recorded, the change
will take effect as of the date you signed it. It will not affect any payment
made or action taken by us before it was recorded. We may require that you send
us your Policy for endorsement before making a change.
ASSIGNMENT: While the Insured is living, you may assign any or all rights under
your Policy. We will not be bound by any assignment unless it is in a written
form acceptable to us and is recorded at our Home Office. An assignment will not
affect any payments made or actions taken by us before we record it. We will not
be responsible for the sufficiency or validity of any assignment.
The assignment will be subject to any Indebtedness owed to us before it was
recorded. The interest of any Beneficiary will be subject to the rights of any
assignee of record at our Home Office.
PREMIUM PROVISIONS
PREMIUM PAYMENTS: The Initial Premium is due on the Policy Date. It will be
credited on the Initial Investment Date. Any due and unpaid monthly deductions
will be subtracted from the Cash Value at this time. Insurance will not be
effective until the Initial Premium is paid. The Initial Premium is shown on the
Policy Data Page.
Premiums other than the Initial Premium may be paid at any time while your
Policy is in force subject to the limits described below. Planned Premium
payment reminder notices will be furnished upon request. We will send them
according to the premium mode shown on the Policy Data Page. You may pay the
premiums to us at our Home Office or to an authorized agent. Premium receipts
will be furnished upon request.
LIMITS: Each premium payment must be at least $50. Additional premium payments
may be made at any time while your Policy is in force. However, we reserve the
right to require satisfactory evidence of insurability before accepting any
additional premium payment which results in any increase in the net amount at
risk. Also, we will refund any portion of any premium payment which is
determined to be in excess of the premium limit established by law to qualify
your Policy as a contract for life insurance. We may also require that any
existing Policy Indebtedness is repaid prior to accepting any additional premium
payments.
8
<PAGE> 8
GRACE PERIOD PROVISIONS
GRACE PERIOD: If the Cash Surrender Value on a Monthly Anniversary Day is not
sufficient to cover the current monthly deduction, a Grace Period will be
allowed for the payment of a premium of at least 4 times the current monthly
deduction. We will send you a notice at the start of the Grace Period, at your
address in the application or another address you specify, stating the amount of
premium required. The Grace Period will end 61 days after the day we mail you
the notice. If you do not pay the required amount by the end of the Grace
Period, this Policy will terminate without value. If Death Proceeds become
payable during the Grace Period, we will pay them.
REINSTATEMENT: If the Grace Period has ended and you have not paid the required
premium and have not surrendered your Policy for its Cash Surrender Value, you
may reinstate your Policy if you:
1. submit a written request at any time within 3 years after the end of
the Grace Period and prior to the Maturity Date;
2. provide evidence of insurability satisfactory to us;
3. pay sufficient premium to cover all monthly deductions that were due
and unpaid during the Grace Period;
4. pay sufficient premium to keep the Policy in force for 3 months from
the date of reinstatement; and
5. pay or reinstate any Indebtedness against the Policy which existed at
the end of the Grace Period.
The effective date of a reinstated Policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by us.
If your Policy is reinstated, the Cash Value on the date of reinstatement, but
prior to applying any premiums or loan repayments, will be set equal to the Cash
Value at the end of the Grace Period.
Unless you have provided otherwise, all amounts will be allocated based on the
Fund allocation factors in effect at the start of the Grace Period.
DEATH BENEFIT PROVISIONS
DEATH BENEFIT: If the Insured dies while the Policy is in force prior to the
Maturity Date, your Policy will provide a death benefit. The death benefit will
be determined in accordance with one of the following options, whichever is in
effect on the date of the Insured's death. The current option in effect is shown
on the Policy Data Page.
Option 1
The death benefit will be the greater of:
1. the Specified Amount on the date of death; or
2. the applicable percentage of the Cash Value on the date of death.
Option 2
The death benefit will be the greater of:
1. the Specified Amount plus the Cash Value on the date of death; or
2. the applicable percentage of the Cash Value on the date of death.
Option 3
The death benefit will be the greater of:
1. (a) plus (b) where:
a. is the Specified Amount on the date of death; and
b. is the greater of zero and the lesser of (i) and (ii) where:
(i) is the Option 3 maximum increase shown on the Policy Data
Page; and
9
<PAGE> 9
(ii) is all premium payments accumulated to the date of death at
the Option 3 interest rate shown on the Policy Data Page
less any partial surrenders accumulated to the date of death
at the Option 3 interest rate shown on the Policy Data Page;
or
2. the applicable percentage of the Cash Value on the date of death.
For any Death Benefit option, the applicable percentages of Cash Value are shown
on the Policy Data Page.
DEATH PROCEEDS: The actual amount of money payable to the Beneficiary if the
Insured dies while your Policy is in force prior to the Maturity Date is called
the Death Proceeds. The Death Proceeds equals:
1. the death benefit provided by your Policy; plus
2. any insurance on the Insured's life that may be provided by riders to
your Policy; minus
3. any Indebtedness; and minus
4. any due and unpaid monthly deductions accruing during a Grace Period.
We will pay the Death Proceeds to the Beneficiary after we receive at our Home
Office proof of death satisfactory to us and such other information as we may
reasonably require. The Death Proceeds will be adjusted under certain
conditions. Refer to the Incontestability, Suicide, and Error in Age Provisions.
DEATH BENEFIT OPTION CHANGES: After the first Policy year, you may change the
death benefit option under your Policy from Option 1 to Option 2 or from Option
2 to Option 1. You may not make a change from or to Option 3. We will adjust the
Specified Amount such that the Net Amount At Risk remains constant. The
effective date of change will be the Monthly Anniversary Day on or next
following the date we approve the request for change.
Only one change of option is permitted in a policy year. We will refuse a death
benefit option change which would reduce the Specified Amount to a level where
the total premiums already paid exceeds the premium limit established by law to
qualify your Policy as a contract for life insurance. In order for a death
benefit option change to become effective, the Cash Surrender Value, after the
change, must be sufficient to keep the Policy in force for at least 3 months.
SPECIFIED AMOUNT INCREASES: At any time after the first policy year, you may
request an increase in Specified Amount. Your request must be in writing to our
Home Office on our official forms. Any increase shall be subject to the
following conditions:
1. you must provide evidence of insurability satisfactory to us;
2. the increase must be for a minimum of $10,000; and
3. the Cash Surrender Value is sufficient to keep this Policy in force
for at least 3 months.
An approved increase will have an effective date of the Monthly Anniversary Day
on or next following the date we approve the supplemental application unless you
request a different date. We reserve the right to limit the number of increases
in Specified Amount to one each policy year.
SPECIFIED AMOUNT DECREASES: At any time after the first policy year, you may
request a decrease in the Specified Amount. Any decrease will be effective on
the Monthly Anniversary Day on or next following our receipt of your request.
Any such decrease shall reduce insurance in the following order:
1. against insurance provided by the most recent increase;
2. against the next most recent increases successively; and
3. against insurance provided under the original application.
We reserve the right to limit the number of decreases in the Specified Amount to
one each policy year. We will refuse a request for a decrease which would:
1. reduce the Specified Amount to less than $50,000; or
2. disqualify this Policy as a contract for life insurance.
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<PAGE> 10
NONFORFEITURE PROVISIONS
CASH VALUE: The Cash Value of your Policy is the sum of the Cash Value in each
Subaccount, the Fixed Account, and the Policy Loan Account. The Cash Value in
each Subaccount on the Initial Investment Date is equal to the portion of the
Net Premium allocated to the Subaccount minus a pro-rata monthly deduction for
the month following the Policy Date.
The Cash Value in each Subaccount on each subsequent Valuation Day is equal to
(1) plus (2) plus (3) minus (4) minus (5) minus (6) where:
1. is the Cash Value in the Subaccount on the preceding Valuation Day
multiplied by its net investment factor for the current Valuation
Period;
2. is any Net Premiums or other amounts allocated to the Subaccount
during the current Valuation Period;
3. is any amounts transferred to the Subaccount during the current
Valuation Period;
4. is any amounts transferred from the Subaccount during the current
Valuation Period;
5. is the portion of any monthly deductions which are due and charged to
the Subaccount during the current Valuation Period; and
6. is any partial surrender amounts allocated to the Subaccount during
the current Valuation Period.
The Cash Value in the Policy Loan Account is zero, unless you take a policy
loan. If you take a policy loan, then the Cash Value in the Policy Loan Account
on the loan date is equal to the amount of the loan. The loan amount is
transferred from a Variable Account in proportion to the Cash Value in each
Subaccount on the date of the loan. Loan amounts will be transferred from the
Fixed Account only when insufficient amounts are available in the Variable
Subaccounts.
The Cash Value in the Policy Loan Account on each subsequent Valuation Day is
equal to (1) plus (2) plus (3) minus (4) minus (5) where:
1. is the Cash Value in the Policy Loan Account on the preceding
Valuation Day;
2. is any interest credited during the current Valuation Period;
3. is any amounts transferred to the Policy Loan Account because of
additional policy loans and any due and unpaid loan interest during
the current Valuation Period;
4. is the amount of any loan repayments you make during the current
Valuation Period; and
5. is any amount of interest transferred from the Policy Loan Account to
a Variable Account or the Fixed Account during the current Valuation
Period.
The Cash Value in the Fixed Account is zero unless some or all of the Cash Value
is allocated to the Fixed Account. The Cash Value in the Fixed Account on the
Initial Investment Date is equal to the portion of the Net Premium allocated to
the Fixed Account minus a pro-rata monthly deduction for the month following the
Policy Date. The Cash Value in the Fixed Account on each subsequent Valuation
Day is equal to (1) plus (2) plus (3) minus (4) minus (5) minus (6) minus (7)
where:
1. is the Cash Value in the Fixed Account on the preceding Valuation Day;
2. is any interest credited during the current Valuation Period;
3. is any Net Premiums or other amounts allocated to the Fixed Account
during the current Valuation Period;
4. is any amounts transferred from the Fixed Account during the current
Valuation Period;
5. is the portion of any monthly deductions which are due and charged to
the Fixed Account during the current Valuation Period; and
6. is any partial surrender amounts allocated to the Fixed Account during
the current Valuation Period.
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<PAGE> 11
MONTHLY DEDUCTION: The monthly deduction for each policy month shall be
calculated as:
1. the monthly cost of insurance; plus
2. the monthly cost of any additional benefits provided by Riders; plus
3. the monthly expense and risk charges. These charges will not exceed
the maximum monthly policy expense and risk charges shown on the
Policy Data Page; plus
The monthly deduction will be charged proportionately to the Cash Values in each
Subaccount and the Fixed Account.
MONTHLY COST OF INSURANCE: A deduction will be made on the Policy Date and each
Monthly Anniversary Day for the monthly cost of insurance. The monthly cost of
insurance for each policy month is determined by multiplying the monthly cost of
insurance rate by the net amount at risk. The monthly cost of insurance rate is
described under the Cost of Insurance Rates Provision.
If there have been increases in the Specified Amount, then the Cash Value shall
be first considered a part of the initial Specified Amount. If the Cash Value
exceeds the initial Specified Amount, it shall then be considered a part of the
increases in Specified Amount in the order of the increases.
COST OF INSURANCE RATES: A separate monthly cost of insurance rate is used to
obtain the monthly cost of insurance for the Insured's initial Specified Amount
and each increase in Specified Amount. Each rate is based on the Insured's Issue
Age, smoking class, underwriting class, and any substandard rating at the time
the initial Specified Amount or increase took effect and on the duration since
that time.
Monthly cost of insurance rates will be determined by us from time to time,
based on our expectations as to future experience. Any change in cost of
insurance rates will be on a uniform basis for insureds of the same Issue Age,
smoking class, underwriting class, and any substandard rating whose policies
have been in force for the same length of time. These rates will never be
greater than the guaranteed maximum monthly cost of insurance rates shown on the
Policy Data Page. The basis for these guaranteed maximum cost of insurance rates
is shown in the Basis of Computation on the Policy Data Page.
INTEREST CREDITING: Any Cash Value allocated to the Policy Loan Account will be
credited interest daily. The guaranteed minimum annual effective rate is 3%.
Interest in excess of the minimum guaranteed rate may be used.
Any Cash Value allocated to the Fixed Account will be credited interest daily.
The guaranteed minimum annual effective rate is 3%. Interest in excess of the
minimum guaranteed rate may be used. The current interest rate in effect at the
time of transfer to the Fixed Account will be guaranteed through the end of the
calendar quarter. Thereafter, any excess interest rates will be guaranteed for
the following three months. Where required, we have filed our method for
determining current interest rates with the Insurance Department of the state in
which this Policy was delivered.
MINIMUM LEGAL VALUES: The cash surrender, loan and other values in your Policy
are at least as large as those set by law in the state where it is delivered.
Where required, we have given the insurance regulator a detailed statement of
how we compute values and benefits.
CONTINUATION OF INSURANCE: If the premium payments are not made, insurance
coverage under this Policy and any benefits provided by Rider will be continued
in force. Such coverage will be continued as provided in the Grace Period
Provision. This provision will not continue the Policy beyond the Maturity Date
nor continue any Rider beyond the date for its termination, as provided in the
Rider.
COMPLETE SURRENDER: Your Policy may be surrendered for its Cash Surrender Value
at any time while it is in force. You must submit a written request on a form
acceptable to us. We may also require the return of your Policy. The date of
surrender will be the date we receive your written request at our Home
12
<PAGE> 12
Office. The Cash Surrender Value will be determined as of the end of the
Valuation Period during which your request is received. All coverage will end on
the date of surrender.
PARTIAL SURRENDER: A partial surrender may be made at any time after the first
policy year while this Policy is in force. You must submit a written request. We
may also require that this Policy be sent to us. We reserve the right to limit
the number of partial surrenders in a policy year. We reserve the right to
deduct a fee from the partial surrender amount. The maximum fee is shown on the
Policy Data Page.
When a partial surrender is made, we will reduce the Cash Value by the partial
surrender amount. Unless you elect that a partial surrender be a preferred
partial surrender, which must meet the conditions below, we will also reduce the
Specified Amount by the amount necessary to prevent an increase in the Net
Amount at Risk. Any such decrease will reduce Specified Amount in the following
order:
1. against the Specified Amount provided by the most recent increase;
2. against the Specified Amount provided by other increases in
succession; and
3. against the Specified Amount under the original application.
A preferred partial surrender is a partial surrender that meets these
conditions:
1. it occurs before the 15th Policy Anniversary; and
2. its amount, plus the amount of any prior preferred policy surrenders
in the same Policy Year, does not exceed 10% of the Cash Surrender
Value as of the beginning of the Policy Year.
Unless you specify otherwise, we will allocate partial surrenders among the
Subaccounts in proportion to the Cash Value in each Subaccount as of the partial
surrender date. Partial surrenders will be transferred from the Fixed Account
only when insufficient amounts are available in the Variable Subaccounts. The
amount of any partial surrender is subject to the following conditions:
1. the minimum partial surrender is $500;
2. the maximum amount of a partial surrender is the Cash Surrender Value
less the greater of $500 or three monthly deductions; and
3. a partial surrender may not reduce the Specified Amount to less than
$50,000.
In addition, the partial surrender will be allowed only if after the surrender,
this Policy continues to qualify as a contract for life insurance.
LOAN PROVISIONS
POLICY LOAN: After the first policy year, you may request a loan at any time
while your Policy is in force. The loan must be requested in writing on a form
acceptable to us. The amount of the loan and all existing Indebtedness may not
be more than the maximum loan value as of the loan date. The loan date is the
date we process the loan. The minimum loan amount is $500. The loan will be made
upon the sole security of the Policy and proper assignment of your Policy to us.
MAXIMUM LOAN VALUE: The maximum loan value is (1) plus (2) plus (3) on the loan
date where:
1. is 90% of the Cash Value in any Subaccount of the Variable Account
2. is 100% of the Cash Value in the Fixed Account; and
3. is 100% of the Cash Value in the Policy Loan Account.
LOAN INTEREST: The loan interest rate is 3.75% per year. Interest is charged
daily and payable at the end of each policy year. Unpaid interest will be added
to the existing Indebtedness as of the due date and will be charged interest at
the same rate as the rest of the loan.
LOAN REPAYMENT: All or part of a loan may be repaid to us at any time while your
Policy is in force during the Insured's lifetime. The minimum repayment is $50.
Any payment intended as a loan repayment,
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<PAGE> 13
rather than a premium payment, must be identified as such. Any Indebtedness that
exists at the end of the Grace Period may not be repaid unless this Policy is
reinstated.
EFFECT OF LOAN: When you take a loan, we will transfer an amount equal to the
policy loan from a Variable Subaccount or the Fixed Account to the Policy Loan
Account. Any loan interest that becomes due and unpaid will also be so
transferred. Amounts transferred to the Policy Loan Account will earn interest
daily from the date of transfer. When you repay part or all of a loan, we will
transfer an amount equal to the amount you repay from the Policy Loan Account to
a Subaccount or the Fixed Account. We reserve the right to require that any loan
repayments resulting from loans transferred from the Fixed Account must be
allocated to the Fixed Account.
Unless you specify otherwise, we will allocate loans among the Subaccounts in
proportion to the Cash Value in each Subaccount as of the loan date. Loan
Amounts will be transferred from the Fixed Account only when insufficient
amounts are available in the Variable Subaccounts. Any loan interest which
becomes due and is unpaid will be transferred to the Policy Loan Account in
proportion to the Cash Values in each Subaccount and the Fixed Account. Unless
specified, loan repayments will be allocated among the Subaccounts using the
Fund allocation factors in effect on the date of the repayment subject to any
other restrictions the Company may impose.
Since the amount you borrow is removed from a Variable Subaccount or the Fixed
Account, a loan will have a permanent effect on any death benefit and Cash
Surrender Value of this Policy. The effect may be favorable or unfavorable. This
is true whether you repay the loan or not. If not repaid, Indebtedness will
reduce the amount of any Death Proceeds or Maturity Proceeds. If the total
Indebtedness ever equals or exceeds the Cash Value, your Policy will terminate
without value, as described in the Grace Period Provision.
VALUATION OF ASSETS IN A VARIABLE ACCOUNT
DETERMINING INVESTMENT RESULTS: The Cash Value will change with a change in the
investment results of the Subaccounts. An index called an accumulation unit
value measures changes in a Subaccount's investment experience. Each Subaccount
has its own accumulation unit value.
For each Subaccount, the accumulation unit value was initially set at $10.00.
The accumulation unit value for a Subaccount in each subsequent Valuation Period
is equal to (1), multiplied by (2), where:
1. is the Subaccount's accumulation unit value for the preceding
Valuation Period; and
2. is the Subaccount's net investment factor for the subsequent Valuation
Period.
A net investment factor is defined below.
Because the net investment factor may be greater than or less than one, the
accumulation unit value may increase or decrease from one Valuation Period to
the next; however, the accumulation unit value remains constant throughout a
Valuation Period.
NET INVESTMENT FACTOR: The net investment factor for a Subaccount for a
Valuation Period is obtained by dividing (1) by (2) and subtracting (3) from the
result, where:
1. is the net of:
(a) the net asset value per share of the Fund held in the Subaccount
at the end of the current Valuation Period; plus
(b) the per share amount of any dividend and capital gains
distributions made by the Fund held in the Subaccount if the
"ex-dividend" date occurs during the current Valuation Period;
plus or minus
(c) a per share charge or credit for taxes reserved for, if any,
which is determined by the Company to have resulted from the
investment operations of the Subaccount.
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<PAGE> 14
2. is the net of:
(a) the net asset value per share of the Fund held in the Subaccount
determined as of the end of the immediately preceding Valuation
Period; plus or minus
(b) the per share charge or credit for taxes reserved for in the
immediately preceding Valuation Period.
3. is a daily Mortality and Expenses Risk Charge multiplied by the number
of days in the current Valuation Period. The Mortality and Expenses
Risk Charge is shown on the Policy Data Page.
VARIABLE ACCOUNT PROVISIONS
VARIABLE ACCOUNT: A Variable Account is a separate investment account of the
Company. One or more are named on the Policy Data Page. A Variable Account is
also subject to the laws of Ohio.
We own the assets of any Variable Account; we keep them separate from the assets
of our General Account. We maintain assets which are at least equal to the
reserves and other liabilities of a Variable Account. Such assets will not be
charged with liabilities that arise from any other business we conduct. We may
transfer to our General Account assets which exceed the reserves and other
liabilities of a Variable Account.
We will determine the value of the assets in a Variable Account at the end of
each Valuation Day.
SUBACCOUNTS: A Variable Account may have several Subaccounts. We list them on
the Policy Data Page. You determine, using Fund allocation factors, how Net
Premiums will be allocated among the Subaccounts. You may choose to allocate
nothing to a particular Subaccount. Any allocation you make must be at least 1%;
you may not choose a fractional percent. The sum of the Fund allocation factors
must equal 100%.
In states that require a full refund of premiums during the "Right to Examine
Policy" period, Net Premiums will be allocated to a Subaccount that invests in a
money market Fund or to the Fixed Account. The day following at the end of this
period, the Cash Value in that Subaccount will be transferred to the Variable
Subaccounts according to your chosen Fund allocation factors. Also, any
subsequent Net Premiums will be allocated according to your chosen factors. Fund
allocation factors during and immediately after the "Right to Examine Policy"
period, are shown on the Policy Data Page. After the "Right to Examine Policy"
period has expired, you may transfer amounts among the Subaccounts. Transfers
will take effect on the date your written request is received at our Home
Office, subject to any restrictions imposed by a Fund.
You may change the allocation for future Net Premiums at any time while your
Policy is in force. To do so, you must notify us in writing in a form that meets
our approval. The change will take effect on the date we receive your written
request at our Home Office.
Income and realized and unrealized gains and losses from assets in each
Subaccount are credited to, or charged against, the Subaccount. This is without
regard to income, gains, or losses in our other Subaccounts, separate investment
accounts, or our General Account.
CHANGES OF FUND: A Fund might, in our judgment, become unsuitable for investment
by a Subaccount. This might happen because of a change in investment policy, a
change in the laws or regulations, the shares are no longer available for
investment, or for some other reason. If that occurs, we have the right to
substitute another Fund. But we would first notify you and seek approval from
the SEC and the Superintendent of Insurance of the State of Ohio. We would also
get any other required approvals.
OTHER CHANGES: To the extent permitted by applicable laws and regulations
(including any order of the SEC), we may make changes as follows:
1. A Variable Account may be operated as a management company under the
Investment Company Act of 1940, or in any other form permitted by law,
if we deem it to be in the best interest of the Policy Owners.
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<PAGE> 15
2. A Variable Account may be deregistered under the Investment Company
Act of 1940 in the event registration is no longer required.
3. A Variable Account may be combined with other separate investment
accounts.
4. The provisions of this and other policies may be modified to comply
with any other applicable federal or state laws.
In the event of such changes, we may make appropriate endorsement on this and
other policies having an interest in a Variable Account and take other actions
as may be necessary to effect such a change.
FIXED ACCOUNT PROVISIONS
FIXED ACCOUNT: The Fixed Account is funded by the General Account of the
Company. The Fixed Account is credited with interest as described under the
Nonforfeiture Provisions. In addition to allocating your Net Premiums to one or
more of the Subaccounts described above, you may direct all or part of your Net
Premiums into the Fixed Account.
RIGHT TO TRANSFER: You may transfer amounts between the Fixed Account and the
Subaccounts, subject to the limits below, without penalty or adjustment. We
reserve the right to limit the number of transfers between the Fixed Account and
the Subaccounts during any policy year to one.
Transfers from the Fixed Account must be made with 45 days after the end of an
Interest Rate Guarantee Period. We reserve the right to limit the amount
transferred from the Fixed Account during a Policy Year to 20% of that portion
of the Cash Value attributable to the Fixed Account at the end of the prior
Policy Year.
Transfers to the Fixed Account may not be made prior to the first Policy
Anniversary or within 12 months or any prior transfer. We reserve the right to
restrict the amount transferred to the Fixed Account to 20% of that portion of
the Cash Value attributable to the Subaccounts at the end of the prior Valuation
Period. We reserve the right to refuse transfers to the Fixed Account if the
Fixed Account is greater than or equal to 30% of the Cash Value.
RIGHT OF CONVERSION: At any time upon written request within 24 months of the
Policy Date, you may elect to irrevocably transfer all Subaccount Cash Values to
the Fixed Account. No transfer charge will be assessed.
OPTIONAL MODES OF SETTLEMENT PROVISIONS
Proceeds may be paid in a lump sum. Optional modes of settlement are also
available. After the Proceeds are applied under such optional modes, any amounts
payable are paid from our General Account and will not be affected by the
investment experience of any separate investment account.
One or a combination of settlement options may be chosen. A settlement option
may be chosen only if the total amount placed under the option is at least
$2,000.00 and each payment is at least $20.00.
A settlement option election may be changed at any time by proper written
request to our Home Office. Once recorded, it will become effective on the date
it was requested. We may require proof of the age of any person to be paid under
a settlement option. While this Policy is in force, you may choose or change
settlement options at any time. If no settlement option has been chosen prior to
the Insured's death, the Beneficiary may choose one. A change of Beneficiary
automatically revokes any option in effect.
When Proceeds become payable under any option, a Settlement Contract is issued
in exchange for this Policy. The new contract's effective date is the date of
the Insured's death or the date this Policy is surrendered.
Settlement option payments are not assignable. To the extent allowed by law,
settlement option payments are not subject to the claims of creditors or to
legal process.
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<PAGE> 16
Under Options 2, 3, 4, and 5, payments will be made at the beginning of each 12,
6, 3, or 1 month interval beginning on the effective date of the Settlement
Contract. Under Option 1 and 6, payments will be made at the end of every 12, 6,
3, or 1 month interval from the Settlement Contract's effective date.
Under Options 1, 2, and 4, withdrawal of any outstanding balance may be made by
written request to our Home Office. No amount left with us under Options 3, 5,
or 6 may be withdrawn.
Options 1, 2, 4, and the guaranteed period of Option 3, provide for payment of
interest at a guaranteed minimum interest rate of 2 1/2% per year, compounded
annually. Any interest to be paid in excess of this rate will be determined once
a year.
1. INTEREST INCOME: The Proceeds remain with us to earn interest. This interest
may be left to accumulate or be paid periodically as stated above.
2. INCOME FOR A FIXED PERIOD: Proceeds remaining with us will be paid over a
specified number of years (not exceeding 30 years). Each payment consists of a
portion of the Proceeds plus a portion of the interest credited on the
outstanding balance. The amount payable monthly for each $1,000 left with us
will be at least the amount shown in the Option 2 Table.
3. LIFE INCOME WITH PAYMENTS GUARANTEED: Payments are made for a guaranteed
period of 10, 15, or 20 years, and thereafter for the remainder of a payee's
lifetime. The amount payable monthly for each $1,000 left with us is shown in
the Option 3 Table, according to the payee's age on the effective date of the
option.
4. FIXED INCOME FOR VARYING PERIODS: The Proceeds may be left on deposit with us
at interest with payments of a fixed amount being paid at specified intervals
until principal and interest have been exhausted. The last payment will be for
the balance only. The total amount payable each year may not be less than 5% of
the original proceeds. (i.e., not less than $50 per annum of each $1,000 of
original proceeds.)
5. JOINT AND SURVIVOR LIFE INCOME: Equal payments will be made for the longer of
the lives of two named payees. In other words, when one payee dies, the same
payment continues to be paid for the remainder of the surviving payee's life. We
will furnish values for other age combinations (than those shown in Option 5
Table) upon request.
6. ALTERNATE LIFE INCOME: We will use the Proceeds to purchase an annuity. The
amount payable will be 102% of our current individual immediate annuity purchase
rate on the effective date of the Settlement Contract. We reserve the right to
change our current annuity rates at any time. However, once this option has been
selected and the Settlement Contract issued, any revision in rates will not
affect payment to a payee or payees. Upon request, we will quote the amount
currently payable under this settlement option.
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<PAGE> 17
TABLES FOR SETTLEMENT OPTIONS
Monthly Installments for each $1,000 of Proceeds
OPTION 2 Option 2 - Income for a Fixed Period
- --------------------------------------------------------------------------------
Number of Years Amount of Each Number of Years Amount of Each
Specified Installment Specified Installment
- --------------------------------------------------------------------------------
1 $84.28 16 $6.30
2 42.66 17 6.00
3 28.79 18 5.73
4 21.86 19 5.49
5 17.70 20 5.27
6 14.93 21 5.08
7 12.95 22 4.90
8 11.47 23 4.74
9 10.32 24 4.60
10 9.39 25 4.46
11 8.64 26 4.34
12 8.02 27 4.22
13 7.49 28 4.12
14 7.03 29 4.02
15 6.64 30 3.93
- --------------------------------------------------------------------------------
Annual, semi-annual or quarterly payments are 11.865, 5.969 and 2.994
respectively times the monthly installments
- --------------------------------------------------------------------------------
Monthly Installments for each $1,000 of Proceeds
OPTION 3 Option 3 - Life Income with Payments Guaranteed
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Guaranteed Period Guaranteed Period Guaranteed Period
Age of Payee -------------------- Age of Payee ------------------- Age of Payee -------------------
Last Birthday Years Last Birthday Years Last Birthday Years
- -------------------------------------------------------------------------------------------------------------
Unisex 10 15 20 Unisex 10 15 20 Unisex 10 15 20
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 & Under
2.49 2.49 2.48 30 2.84 2.83 2.83 55 3.94 3.89 3.81
6 2.49 2.49 2.48 31 2.86 2.86 2.85 56 4.01 3.96 3.87
7 2.49 2.49 2.48 32 2.89 2.89 2.88 57 4.09 4.03 3.93
8 2.49 2.49 2.48 33 2.92 2.91 2.91 58 4.17 4.10 3.99
9 2.49 2.49 2.48 34 2.95 2.94 2.93 59 4.26 4.18 4.06
10 2.49 2.49 2.48 35 2.98 2.97 2.96 60 4.35 4.26 4.12
11 2.50 2.50 2.50 36 3.01 3.00 2.99 61 4.44 4.34 4.19
12 2.51 2.51 2.51 37 3.04 3.03 3.02 62 4.54 4.42 4.25
13 2.53 2.53 2.52 38 3.07 3.07 3.05 63 4.65 4.51 4.32
14 2.54 2.54 2.54 39 3.11 3.10 3.09 64 4.76 4.60 4.39
15 2.55 2.55 2.55 40 3.15 3.14 3.12 65 4.87 4.70 4.45
16 2.57 2.57 2.56 41 3.19 3.17 3.16 66 4.99 4.80 4.52
17 2.58 2.58 2.58 42 3.23 3.21 3.19 67 5.12 4.90 4.59
18 2.60 2.60 2.59 43 3.27 3.25 3.23 68 5.26 5.00 4.65
19 2.61 2.61 2.61 44 3.31 3.30 3.27 69 5.40 5.10 4.71
20 2.63 2.63 2.63 45 3.36 3.34 3.31 70 5.54 5.20 4.77
21 2.65 2.65 2.64 46 3.41 3.39 3.36 71 5.69 5.31 4.83
22 2.67 2.66 2.66 47 3.46 3.43 3.40 72 5.85 5.41 4.88
23 2.69 2.68 2.68 48 3.51 3.48 3.44 73 6.01 5.52 4.94
24 2.70 2.70 2.70 49 3.56 3.53 3.49 74 6.18 5.62 4.98
25 2.72 2.72 2.72 50 3.62 3.59 3.54 75 6.35 5.71 5.03
26 2.75 2.75 2.74 51 3.68 3.64 3.59 76 6.53 5.81 5.06
27 2.77 2.77 2.76 52 3.74 3.70 3.64 77 6.71 5.90 5.10
28 2.79 2.79 2.78 53 3.80 3.76 3.70 78 6.89 5.99 5.13
29 2.81 2.81 2.81 54 3.87 3.82 3.75 79 7.07 6.07 5.16
80 &
Over 7.25 6.14 5.18
- -------------------------------------------------------------------------------------------------------------
If the income payable for a specific guaranteed period is equal to that for
other guaranteed periods the longer period will be deemed to have been elected
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Monthly Installments for each $1,000 of Proceeds
OPTION 5 Option 5 - Joint & Survivor Life Income
- ------------------------------------------------------------------------
Participant 50 55 60 65 70
Spouse
- ------------------------------------------------------------------------
50 3.02 3.15 3.26 3.35 3.39
55 3.15 3.32 3.47 3.59 3.67
60 3.26 3.47 3.67 3.85 4.00
65 3.35 3.59 3.85 4.12 4.37
70 3.39 3.67 4.00 4.37 4.75
- ------------------------------------------------------------------------
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NATIONWIDE LIFE INSURANCE COMPANY
ENDORSEMENTS (Endorsements may be made only by the Company at the Home Office)
<PAGE> 19
[LOGO] NATIONWIDE
INSURANCE
Nationwide is on your side
CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE
INSURANCE POLICY
o Adjustable Death Benefit o Flexible premiums payable during Insured's
lifetime until the Maturity Date
o Death Proceeds payable at Insured's death prior to the Maturity Date
o Maturity Proceeds payable on the Maturity Date
o Not eligible for dividends A Investment experience reflected in benefits
