<PAGE> 1
Registration No. 333-52615
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 4
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)
-------------------
This Post-Effective Amendment amends the Registration Statement in respect to
the Prospectus.
It is proposed that this filing will become effective (check appropriate box).
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Title of Securities being registered: Modified Single Premium Variable Life
Insurance Policies
Approximate date of proposed offering: Continuously on and after May 1, 2000
[ ] Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
================================================================================
<PAGE> 2
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
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
<S> <C>
36.....................................................................Not Applicable
37.....................................................................Not Applicable
38.....................................................................Distribution of The Policies
39.....................................................................Distribution of The Policies
40.....................................................................Not Applicable
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>
<PAGE> 4
NATIONWIDE LIFE INSURANCE COMPANY
Modified Single Premium Variable Life Insurance Policies
(In Texas, the policies are Flexible Premium Life Insurance Policies)
Issued by Nationwide Life Insurance Company through its
Nationwide VLI Separate Account-4
The date of this prospectus is May 1, 2000.
- --------------------------------------------------------------------------------
This prospectus contains basic information you should know about the policies
before investing. Please read it and keep it for future reference.
The following underlying mutual funds are available under the policies:
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
- Dreyfus Investment Portfolios - European Equity Portfolio
- The Dreyfus Socially Responsible Growth Fund, Inc.
- Dreyfus Stock Index Fund, Inc.
- Dreyfus Variable Investment Fund - Appreciation Portfolio (formerly,
Dreyfus Variable Investment Fund - Capital Appreciation Portfolio)
FEDERATED INSURANCE SERIES
- Federated Quality Bond Fund II
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 (R) Portfolio: Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
- VIP III Growth Opportunities Portfolio: Service Class
JANUS ASPEN SERIES
- Capital Appreciation Portfolio: Service Shares
- Global Technology Portfolio: Service Shares
- International Growth Portfolio: Service Shares
MORGAN STANLEY
UNIVERSAL INSTITUTIONAL FUNDS, INC. (FORMERLY, MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC.)
- Emerging Markets Debt Portfolio
- Mid Cap Growth Portfolio
VAN KAMPEN 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 (subadviser: J.P. Morgan Investment
Management, Inc.)
- Nationwide Equity Income Fund (subadviser: Federated Investment
Counseling)
- Nationwide Global 50 Fund (formerly, Nationwide Global Equity Fund)
(subadviser: J.P. Morgan Investment Management Inc.)
- Nationwide High Income Bond Fund* (subadviser: Federated Investment
Counseling)
- Nationwide Mid Cap Index Fund (formerly, Nationwide Select Advisers
Mid Cap Fund)(subadviser: The Dreyfus Corporation)
- Nationwide Multi Sector Bond Fund* (subadviser: Miller, Anderson &
Sherrerd, LLP)
1
<PAGE> 5
- Nationwide Small Cap Growth Fund (formerly, Nationwide Select Advisers
Small Cap Growth Fund) (subadvisers: Franklin Advisers, Inc., Miller
Anderson & Sherrerd, LLP, Neuberger Berman, LLC.)
- Nationwide Small Cap Value Fund (subadviser: The Dreyfus Corporation)
- Nationwide Small Company Fund (subadvisers: The Dreyfus Corporation,
Neuberger Berman, L.P., Lazard Asset Management and Strong Capital
Management, Inc.)
- Nationwide Strategic Growth Fund (subadviser: Strong Capital
Management, Inc.)
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- AMT Guardian Portfolio
- AMT Mid-Cap Growth Portfolio
- AMT Partners Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
- Oppenheimer Aggressive Growth Fund/VA (formerly "Oppenheimer Capital
Appreciation Fund")
- Oppenheimer Capital Appreciation Fund/VA (formerly "Oppenheimer Growth
Fund")
- Oppenheimer Global Securities Fund/VA
- Oppenheimer Main Street Growth & Income Fund/VA (formerly "Oppenheimer
Growth & Income Fund")
STRONG OPPORTUNITY FUND II, INC.
VAN ECK WORLDWIDE INSURANCE TRUST
- Worldwide Emerging Markets Fund
- Worldwide Hard Assets Fund
THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NOT AVAILABLE FOR POLICIES ISSUED ON
OR AFTER SEPTEMBER 27, 1999:
WARBURG PINCUS TRUST
- International Equity Portfolio
- Global Post-Venture Capital Portfolio (formerly, Warburg Pincus Trust
- Post-Venture Capital Portfolio)
THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NOT AVAILABLE FOR POLICIES ISSUED ON
OR AFTER MAY 1, 2000:
NATIONWIDE SEPARATE ACCOUNT TRUST
- Nationwide Strategic Value Fund (subadviser: Strong Capital
Management, Inc./Schafer Capital Management, Inc.)
WARBURG PINCUS TRUST
- Value Portfolio (formerly, Growth & Income Portfolio)
*These underlying mutual funds invest in lower quality debt securities commonly
referred to as junk bonds.
For general information or to obtain FREE copies of the:
- prospectus, annual report or semi-annual report for any underlying
mutual fund; and
- any required Nationwide forms,
call: 1-800-547-7548
TDD 1-800-238-3035
or write:
NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 182150
COLUMBUS, OHIO 43218-2150
Material incorporated by reference to this prospectus can be found on the SEC
website at:
WWW.SEC.GOV
Information about this and other Best of America products can be found on the
world-wide web at:
WWW.BESTOFAMERICA.COM
This policy is NOT:
- a bank deposit;
- endorsed by a bank or government agency;
- federally insured; or
- available in every state.
The life insurance policies offered by this prospectus are modified single
premium variable life insurance policies (In Texas, the policies are Flexible
Premium Life Insurance Policies.) A cash surrender value may be offered if the
policy is terminated during the lifetime of the insured.
2
<PAGE> 6
The purpose of this policy is to provide life insurance protection for the
beneficiary named in the policy. No claim is made that the policy is in any way
similar or comparable to a systematic investment plan of a mutual fund.
The death benefit and cash value of this policy may vary to reflect the
experience of Nationwide VLI Separate Account-4 (the "variable account") or the
fixed account, depending on how premium payments are invested.
Investors assume certain risks when investing in the policies, including the
risk of losing money.
Nationwide guarantees the death benefit for as long as the policy is in force.
The cash surrender value is not guaranteed. The policy will lapse if the cash
surrender value is insufficient to cover policy charges.
Benefits described in this prospectus may not be available in every jurisdiction
- - refer to your policy for specific benefit information.
THIS PROSPECTUS IS NOT AN OFFERING IN ANY JURISDICTION WHERE 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
3
<PAGE> 7
GLOSSARY OF SPECIAL 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.
FIXED ACCOUNT- An investment option which is funded by Nationwide's general
account.
GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.
GUIDELINE SINGLE PREMIUM- The single premium required to mature the policy under
guaranteed mortality and expense charges with an annual effective interest rate
of 6%. It is calculated pursuant to the Internal Revenue Code.
MATURITY DATE- The policy anniversary on or next following the insured's 100th
birthday.
NATIONWIDE- Nationwide Life Insurance Company.
NET AMOUNT AT RISK- The death benefit minus the cash value. On a monthly
anniversary day, the net amount at risk is the death benefit minus the cash
value prior to subtraction of the base policy cost of insurance charge.
SUB-ACCOUNTS- Divisions of the variable account to which underlying mutual fund
shares are allocated and for which accumulation units are separately maintained.
VALUATION PERIOD- Each day the New York Stock Exchange is open for business.
VARIABLE ACCOUNT- Nationwide VLI Separate Account-4, a separate account of
Nationwide Life Insurance Company that contains variable account allocations.
The variable account is divided into sub-accounts, each of which invests in
shares of a separate underlying mutual fund.
4
<PAGE> 8
TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS.........................4
SUMMARY OF POLICY EXPENSES........................7
UNDERLYING MUTUAL FUND ANNUAL EXPENSES............8
SYNOPSIS OF THE POLICIES.........................11
NATIONWIDE LIFE INSURANCE COMPANY................11
NATIONWIDE INVESTMENT SERVICES
CORPORATION.................................11
INVESTING IN THE POLICY..........................11
The Variable Account and Underlying
Mutual Funds
The Fixed Account
INFORMATION ABOUT THE POLICIES...................13
Minimum Requirements for Policy Issuance
Premium Payments
Pricing
POLICY CHARGES...................................14
Deductions from Premiums
Cost of Insurance Charge
Administrative Expense Charge
Tax Expense Charges
Mortality and Expense Risk Charge
Surrender Charges
Income Tax
SURRENDERING THE POLICY FOR CASH.................16
Surrender (Redemption)
Cash Surrender Value
Partial Surrenders
Income Tax Withholding
VARIATION IN CASH VALUE..........................17
POLICY PROVISIONS................................17
Policy Owner
Beneficiary
OPERATION OF THE POLICY..........................18
Allocation of Net Premium and Cash Value
How the Investment Experience is Determined
Net Investment Factor
Determining the Cash Value
Transfers
RIGHT TO REVOKE..................................20
POLICY LOANS.....................................20
Taking a Policy Loan
Effect on Investment Performance
Interest
Effect on Death Benefit and Cash Value
Repayment
ASSIGNMENT.......................................21
POLICY OWNER SERVICES............................22
Dollar Cost Averaging
DEATH BENEFIT INFORMATION........................22
Calculation of the Death Benefit
Proceeds Payable on Death
Incontestability
Error in Age or Sex
Suicide
Maturity Proceeds
RIGHT OF CONVERSION..............................24
GRACE PERIOD.....................................24
Reinstatement
TAX MATTERS......................................24
Policy Proceeds
Withholding
Federal Estate and Generation-Skipping
Transfers Taxes
Non-Resident Aliens
Taxation of Nationwide
Tax Changes
LEGAL CONSIDERATIONS.............................27
STATE REGULATION.................................27
REPORTS TO POLICY OWNERS.........................28
ADVERTISING......................................28
LEGAL PROCEEDINGS................................28
EXPERTS..........................................29
REGISTRATION STATEMENT...........................29
DISTRIBUTION OF THE POLICIES.....................29
ADDITIONAL INFORMATION ABOUT
NATIONWIDE..................................31
APPENDIX A: OBJECTIVES FOR UNDERLYING
MUTUAL FUNDS ...............................40
5
<PAGE> 9
APPENDIX B: ILLUSTRATIONS OF CASH VALUES,
CASH SURRENDER VALUES, AND
DEATH BENEFITS..............................50
APPENDIX C: PERFORMANCE SUMMARY INFORMATION......61
6
<PAGE> 10
SUMMARY OF POLICY EXPENSES
Nationwide deducts certain charges from the policy. Charges are made for
administrative and sales expenses, providing life insurance protection and
assuming the mortality and expense risks (see "Policy Charges").
Nationwide deducts the following monthly charges from the cash value of the
policy (see "Policy Charges"):
- - cost of insurance;(1)
- - cost of any additional benefits provided by riders to the policy;
- - administrative expense charge;(2)
- - premium expense charge;(3) and
- - mortality and expense risk charge.(4)
For policies which are surrendered during the first nine policy years,
Nationwide deducts a surrender charge (see "Surrender Charges").
(1) The cost of insurance charge is equal to an annual rate of 0.65% multiplied
by the policy's cash value. On a current basis, for policy years 11 and
later, this monthly charge is anticipated to be reduced to the cash value
multiplied by an annual rate of 0.30% if the cash surrender value is
$100,000 or more.
(2) The administrative expense charge is equal to an annual rate of 0.30%
multiplied by the policy's cash value. On a current basis, for policy years
11 and later, this monthly charge is anticipated to be reduced to an annual
rate of 0.15% multiplied by the cash value, provided the cash surrender
value is greater than or equal to $100,000.
(3) The premium expense charge is equal to an annual rate of 0.50% multiplied
by the policy's cash value.
(4) The mortality and expense risk charge is equal to an annual rate of 0.70%
multiplied by the cash value attributable to the variable account.
For more information about any policy charge, see "Policy Charges" in this
prospectus.
7
<PAGE> 11
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund net assets,
after expense reimbursement)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual 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. - 1.34% 0.00% 0.00% 1.34%
----- ----- ----- -----
American Century VP International
- --------------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc. - 1.00% 0.00% 0.00% 1.00%
----- ----- ----- -----
American Century VP Value
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Investment Portfolios - European Equity 1.00% 0.25% 0.00% 1.25%
----- ----- ----- -----
Portfolio
- --------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, 0.75% 0.04% 0.00% 0.79%
----- ----- ----- -----
Inc.
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund, Inc. 0.25% 0.01% 0.00% 0.26%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund - Appreciation 0.43% 0.35% 0.00% 0.78%
----- ----- ----- -----
Portfolio (formerly, Dreyfus Variable
Investment Fund - Capital Appreciation
Portfolio)
- --------------------------------------------------------------------------------------------------------------------
Federated Insurance Series - Federated Quality 0.00% 0.68% 0.00% 0.68%
----- ----- ----- -----
Bond Fund II
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio: Service 0.48% 0.08% 0.10% 0.66%
----- ----- ----- -----
Class
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio: Service Class 0.58% 0.07% 0.10% 0.75%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio: Service 0.58% 0.11% 0.10% 0.79%
----- ----- ----- -----
Class
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio: Service Class 0.73% 0.15% 0.10% 0.98%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio: Service 0.58% 0.07% 0.10% 0.75%
----- ----- ----- -----
Class
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Growth Opportunities 0.58% 0.10% 0.10% 0.78%
----- ----- ----- -----
Portfolio: Service Class
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series - Capital Appreciation 0.65% 0.04% 0.25% 0.94%
----- ----- ----- -----
Portfolio: Service Shares
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series - Global Technology 0.65% 0.13% 0.25% 1.03%
----- ----- ----- -----
Portfolio: Service Shares
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series - International Growth 0.65% 0.11% 0.25% 1.01%
----- ----- ----- -----
Portfolio: Service Shares
- --------------------------------------------------------------------------------------------------------------------
NSAT Capital Appreciation Fund 0.60% 0.14% 0.00% 0.74%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund 0.50% 0.15% 0.00% 0.65%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 0.39% 0.15% 0.00% 0.54%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Total Return Fund 0.58% 0.14% 0.00% 0.72%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
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 50 Fund (formerly, NSAT 1.00% 0.20% 0.00% 1.20%
----- ----- ----- -----
Nationwide Global Equity Fund)
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide High Income Bond Fund 0.80% 0.15% 0.00% 0.95%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Mid Cap Index Fund (formerly, 0.88% 0.15% 0.00% 1.03%
----- ----- ----- -----
NSAT Nationwide Select Advisers Mid Cap Fund)
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Multi-Sector Bond Fund 0.75% 0.15% 0.00% 0.90%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap Growth Fund 1.10% 0.20% 0.00% 1.30%
----- ----- ----- -----
(formerly, NSAT Nationwide Select Advisers
Small Cap Growth Fund)
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap Value Fund 0.90% 0.15% 0.00% 1.05%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Company Fund 0.98% 0.17% 0.00% 1.15%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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 0.85% 0.15% 0.00% 1.00%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT - Mid-Cap Growth Portfolio 0.85% 0.15% 0.00% 1.00%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT - Partners Portfolio 0.80% 0.07% 0.00% 0.87%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds - Oppenheimer 0.66% 0.01% 0.00% 0.67%
----- ----- ----- -----
Aggressive Growth Fund/VA
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds - Oppenheimer 0.68% 0.02% 0.00% 0.70%
----- ----- ----- -----
Capital Appreciation Fund/VA
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds - Oppenheimer 0.67% 0.02% 0.00% 0.69%
----- ----- ----- -----
Global Securities Fund/VA
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds - Oppenheimer 0.73% 0.05% 0.00% 0.78%
----- ----- ----- -----
Main Street Growth & Income Fund/VA
- --------------------------------------------------------------------------------------------------------------------
Strong Opportunity Fund II, Inc. 1.00% 0.14% 0.00% 1.14%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Universal Institutional Funds, Inc. - Emerging 0.45% 0.98% 0.00% 1.43%
----- ----- ----- -----
Markets Debt Portfolio (formerly, Morgan Stanley
Dean Witter Universal Funds, Inc. - Emerging
Markets Debt Portfolio)
- --------------------------------------------------------------------------------------------------------------------
Universal Institutional Funds, Inc. - Mid Cap 0.00% 1.05% 0.00% 1.05%
----- ----- ----- -----
Growth Portfolio
- --------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust - Worldwide 1.00% 0.34% 0.00% 1.34%
----- ----- ----- -----
Emerging Markets Fund
- --------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust - Worldwide 1.00% 0.26% 0.00% 1.26%
----- ----- ----- -----
Hard Assets Fund
- --------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Morgan Stanley 0.97% 0.13% 0.00% 1.10%
----- ----- ----- -----
Real Estate Securities Portfolio
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust- Value Portfolio (formerly, 0.56% 0.44% 0.00% 1.00%
----- ----- ----- -----
Warburg Pincus Trust - Growth & Income Portfolio)
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - International Equity 1.00% 0.32% 0.00% 1.32%
----- ----- ----- -----
Portfolio
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - Global Post-Venture 1.07% 0.33% 0.00% 1.40%
----- ----- ----- -----
Capital Portfolio (formerly, Warburg Pincus Trust
- - Post-Venture Capital Portfolio)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value in calculating the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.
Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have been for
such funds without fee waivers and expense reimbursements.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federated Insurance Series - Federated Quality 0.60% 0.89% 0.25% 1.74%
----- ----- ----- -----
Bond Fund II
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio: Service 0.48% 0.09% 0.10% 0.67%
----- ----- ----- -----
Class
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio: Service Class 0.58% 0.09% 0.10% 0.77%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE> 13
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Overseas Portfolio: Service Class 0.73% 0.18% 0.10% 1.01%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio: Service 0.58% 0.10% 0.10% 0.78%
----- ----- ----- -----
Class
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Growth Opportunities Portfolio: 0.58% 0.11% 0.10% 0.79%
----- ----- ----- -----
Service Class
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Balanced Fund 0.75% 0.25% 0.00% 1.00%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Equity Income Fund 0.80% 0.29% 0.00% 1.09%
----- ----- ----- -----
NSAT Nationwide Global 50 Fund (formerly, NSAT 1.00% 0.54% 0.00% 1.54%
----- ----- ----- -----
Nationwide Global Equity Fund)
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide High Income Bond Fund 0.80% 0.50% 0.00% 1.30%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Mid Cap Index Fund (formerly, 0.88% 0.86% 0.00% 1.74%
----- ----- ----- -----
NSAT Nationwide Select Advisers Mid Cap Fund)
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Multi-Sector Bond Fund 0.75% 0.27% 0.00% 1.02%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap Growth Fund (formerly, 1.10% 1.30% 0.00% 2.40%
----- ----- ----- -----
NSAT Nationwide Select Advisers Small Cap Growth
Fund)
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap Value Fund 0.90% 0.37% 0.00% 1.27%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Strategic Growth Fund 0.90% 0.33% 0.00% 1.23%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Strategic Value Fund 0.90% 0.32% 0.00% 1.22%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Mid-Cap Growth Portfolio 0.93% 0.15% 0.00% 1.08%
----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
Universal Institutional Funds, Inc. - Emerging 0.80% 0.98% 0.00% 1.78%
----- ----- ----- -----
Markets Debt Portfolio (formerly, Morgan Stanley
Dean Witter Universal Funds, Inc. - Emerging
Markets Debt Portfolio)
- --------------------------------------------------------------------------------------------------------------------
Universal Institutional Funds, Inc. - Mid Cap 0.75% 7.31% 0.00% 8.06%
----- ----- ----- -----
Growth Portfolio
- --------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust - Worldwide 1.00% 0.54% 0.00% 1.54%
----- ----- ----- -----
Emerging Markets Fund
- --------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment Trust - Morgan 1.00% 0.13% 0.00% 1.13%
----- ----- ----- -----
Stanley Real Estate Securities Portfolio
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust- Value Portfolio (formerly, 0.75% 0.59% 0.00% 1.34%
----- ----- ----- -----
Warburg Pincus Trust - Growth & Income Portfolio)
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - Global Post-Venture 1.25% 0.33% 0.00% 1.58%
----- ----- ----- -----
Capital Portfolio (formerly, Warburg Pincus
Trust - Post-Venture Capital Portfolio)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE> 14
SYNOPSIS OF THE POLICIES
The policy offered by this prospectus provides for life insurance coverage on
the insured. The death benefit and cash value of the policy may increase or
decrease to reflect the performance of the investment options chosen by the
policy owner (see "Death Benefit Information").
CASH SURRENDER VALUE
If the policy is terminated during the insured's lifetime, a cash surrender
value may be payable under the policy. However, there is no guaranteed cash
surrender value (see "Variation in Cash Value "). The policy will lapse without
value if the cash surrender value falls below what is needed to cover policy
charges.
PREMIUMS
The minimum initial premium for which a policy may be issued is $10,000 for
issue ages 0-70 and $50,000 for issue ages 71-80. Nationwide will not issue this
policy to an insured age 81 or older.
TAXATION
The policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code. Nationwide will
monitor compliance with the tests provided by Section 7702 to insure the
policies continue to receive this favored tax treatment (see "Tax Matters").
NONPARTICIPATING POLICIES
The policies are nonparticipating policies on which no dividends are payable.
The policies do not share in the profits or surplus earnings of Nationwide.
RIDER
A Maturity Extension Endorsement rider may be added to the policy (availability
varies by state).
POLICY CANCELLATION
Policy owners may return the policy for any reason within certain time periods
and Nationwide will refund the policy value or the amount required by law (see
"Right to Revoke").
NATIONWIDE LIFE INSURANCE COMPANY
Nationwide is a stock life insurance company organized under the laws of the
State of Ohio in March 1929. It is a member of the Nationwide group with its
home office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide 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.
CUSTODIAN OF ASSETS
Nationwide serves as the custodian of the assets of the variable account.
OTHER CONTRACTS ISSUED BY NATIONWIDE
Nationwide 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 Nationwide.
NATIONWIDE INVESTMENT SERVICES CORPORATION
The policies are distributed by Nationwide Investment Services Corporation
("NISC"), Two Nationwide Plaza, Columbus, Ohio 43215. (For policies issued in
the State of Michigan, all references to NISC shall mean Nationwide Investment
Svcs. Corporation.) NISC is a wholly owned subsidiary of Nationwide.
INVESTING IN THE POLICY
THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS
Nationwide VLI Separate Account-4 is a separate account that invests in the
underlying mutual funds listed in Appendix A. Nationwide established the
separate account on December 3, 1987, pursuant to Ohio law. Although the
separate account is registered with the SEC as a unit investment trust pursuant
to the Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise
the management of Nationwide or the variable account.
11
<PAGE> 15
Income, gains, and losses credited to, or charged against the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and in general are not chargeable with
liabilities incurred in any other business of Nationwide. Nationwide is
obligated to pay all amounts promised to policy owners under the policies.
The variable account is divided into sub-accounts. Policy owners elect to have
premiums allocated among the sub-accounts and the fixed account at the time of
application.
Nationwide uses the assets of each sub-account to buy shares of the underlying
mutual funds based on policy owner instructions. A policy's investment
performance depends upon the performance of the underlying mutual fund options
chosen by the policy owner.
Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.
Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. They are only 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.
The investment advisers of the underlying mutual funds may manage publicly
traded mutual funds with similar names and investment objectives. However, the
underlying mutual funds are NOT directly related to any publicly traded mutual
fund. Policy owners should not compare the performance of a publicly traded fund
with the performance of underlying mutual funds participating in the variable
account. The performance of the underlying mutual funds could differ
substantially from that of any publicly traded funds.
Changes of Investment Policy
Nationwide may materially change the investment policy of the variable account.
Nationwide must inform 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 Nationwide's operations hazardous to the
public. If a policy owner objects, the policy owner has an unconditional right
to transfer all of the cash value in the variable account to the fixed account.
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 the change to make the conversion.
Voting Rights
Policy owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote policy owner shares at
special shareholder meetings based on policy owner instructions. However, if the
law changes allowing Nationwide to vote in its own right, it may elect to do so.
Policy owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholder's vote as soon as possible prior to
the shareholder meeting. Notification will contain proxy materials, and a form
to return to Nationwide with voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.
The number of shares which a policy owner may vote is determined by dividing the
cash value of the amount they have allocated to an underlying mutual fund by the
net asset value of that underlying mutual fund. Nationwide will designate a date
for this determination not more than 90 days before the shareholder meeting.
Material Conflicts
The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more
12
<PAGE> 16
of the other separate accounts in which these underlying mutual funds
participate.
Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the contract owners and those of other companies.
If a material conflict occurs, Nationwide will take whatever steps are necessary
to protect contract owners and variable annuity payees, including withdrawal of
the variable account from participation in the underlying mutual fund(s)
involved in the conflict.
Substitution of Securities
Nationwide may substitute, eliminate and/or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occur:
(1) shares of a current underlying mutual fund option are no longer
available for investment; or
(2) further investment in an underlying mutual fund option is
inappropriate.
No substitution, elimination, and/or combination of shares may take place
without the prior approval of the SEC.
THE FIXED ACCOUNT
The fixed account is an investment option that is funded by assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks. Premiums will be allocated to the
fixed account by election of the policy owner.
Under exemptive and exclusionary provisions, Nationwide's general account has
not been registered under the Securities Act of 1933 and has not been registered
as an investment company under the Investment Company Act of 1940. Accordingly,
neither the general account nor any interest therein is subject to the
provisions of these Acts. Nationwide has been advised that the staff of the SEC
has not reviewed the disclosures in this prospectus relating to the fixed
account. 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.
The investment income earned by the fixed account will be allocated to the
policies at varying rate(s) set by Nationwide. The guaranteed rate for any
premium will be effective for not less than twelve months. Nationwide guarantees
that the rate will not be less than 3.0% per year.
Any interest in excess of 3.0% will be credited to fixed account allocations at
Nationwide's sole discretion. The policy owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
3.0% for any given year.
New premiums deposited to the policy which are allocated to the fixed account
may receive a different rate of interest than amounts transferred from the
sub-accounts to the fixed account and amounts maturing in the fixed account.
INFORMATION ABOUT THE POLICIES
MINIMUM REQUIREMENTS FOR POLICY ISSUANCE
The policies are underwritten so that applicants with similar mortality
experience are grouped together. Nationwide uses the following underwriting
guidelines:
- simplified underwriting that generally does not require a physical
examination; and
- medical or paramedical underwriting that does require a physical
examination.
Nationwide reserves the right to request a medical examination when an
applicant's response to a medical question requires additional underwriting.
PREMIUM PAYMENTS
The initial premium is payable in full at Nationwide's home office. The minimum
initial
13
<PAGE> 17
premium for an insured age 0-70 is $10,000. For an insured age 71-80, the
initial premium is $50,000. Nationwide will not issue a policy to an insured age
81 or older.
Upon payment of the initial premium, temporary insurance may be provided.
Issuance of the continuing 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.
The policy is intended to be a single premium policy with a limited ability to
make additional payments. Subsequent payments are permitted under the following
circumstances:
- the additional premium payment is required to keep the policy in
force; or
- except in Virginia, additional premium payments of at least $1,000 may
be made at any time provided that the policy continues to meet the
definition of life insurance.
Additional premium payments may increase the specified amount. Nationwide
reserves the right to require satisfactory evidence of insurability before
accepting any additional premium payment that would increase the net amount at
risk. Nationwide may require that any existing policy indebtedness be repaid
before accepting any additional premium payments.
Additional premium payments will be allocated to the NSAT Money Market Fund
unless otherwise specified.
Additional premium payments or other changes to the policy may jeopardize the
policy's non-modified endowment status. Nationwide will monitor premiums paid
and other policy transactions and will notify the policy owner when non-modified
endowment contract status is in jeopardy.
PRICING
Premiums will not be priced when the New York Stock Exchange is closed or on the
following nationally recognized holidays:
- - New Year's Day - Independence Day
- - Martin Luther King, Jr. Day - Labor Day
- - Presidents' Day - Thanksgiving
- - Good Friday - Christmas
- - Memorial Day
Nationwide also will not price purchase payments if:
(1) trading on the New York Stock Exchange is restricted;
(2) an emergency exists making disposal or valuation of securities held in
the variable account impracticable; or
(3) the SEC, by order, permits a suspension or postponement for the
protection of security holders.
Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist. If Nationwide is closed on days when the New York Stock
Exchange is open, policy value may be affected since the policy owner would not
have access to their account.
POLICY CHARGES
DEDUCTIONS FROM PREMIUMS
No deduction is made from any premium at the time of payment. All of each
premium payment is applied to the cash value.
COST OF INSURANCE CHARGE
Immediately after the policy is issued, the death benefit will be substantially
greater than the initial premium payment. While the policy is in force, prior to
the maturity date, the death benefit will always be greater than the cash value.
To enable Nationwide to pay this excess of the death benefit over the cash
value, a monthly cost of insurance charge is deducted proportionally from the
cash value in each sub-account and the fixed account.
Currently, this charge is deducted monthly and is equal to an annual rate of
0.65% multiplied by the cash value. On a current basis, for policy years 11 and
later, this monthly charge is anticipated to be reduced to the cash value
multiplied by an annual rate of 0.30% if the cash surrender value is $100,000 or
more. In New York State the current cost of insurance
14
<PAGE> 18
charge is calculated at an annual rate of 0.65% in all years and will not exceed
the 1980 Commissioner's Standard Ordinary Mortality Table, Age Last Birthday
(1980 CSO).
In no event will this current monthly deduction for the cost of insurance exceed
the guaranteed monthly cost of insurance charges. Guaranteed cost of insurance
charges will not exceed the cost based on the guaranteed cost of insurance rate
multiplied by the policy's net amount at risk. The net amount at risk is equal
to the death benefit minus the cash value. Guaranteed cost of insurance rates
for standard issues are based on the 1980 CSO. Guaranteed cost of insurance
rates for substandard issues are based on appropriate percentage multiples of
the 1980 CSO. These mortality tables are sex distinct.
ADMINISTRATIVE EXPENSE CHARGE
Nationwide deducts a monthly administrative expense charge to reimburse it for
expenses related to the issuance and maintenance of the policies including
underwriting, establishing policy records, accounting and record keeping, and
periodic reporting to policy owners. This charge is designed only to reimburse
Nationwide for its actual administrative expenses. The charge will be deducted
proportionally from the cash value in each sub-account and the fixed account.
In the aggregate, Nationwide expects that the charges for administrative costs
will be approximately equal to the related expenses. This monthly charge is
equal to an annual rate of 0.30% multiplied by the policy's cash value. On a
current basis, for policy years eleven (11) and later, this monthly charge is
anticipated to be reduced to an annual rate of 0.15% multiplied by the cash
value, provided the cash surrender value is greater than or equal to $100,000.
This administrative expense charge is subject to a $10 per month minimum. In the
State of New York this charge is calculated at an annual rate of 0.30% in all
years and may not exceed $7.50 per month.
TAX EXPENSE CHARGES
During the first ten policy years, Nationwide takes a monthly deduction to
compensate for certain administrative expenses on an aggregate basis which are
incurred by Nationwide which include premium or other taxes imposed by various
states and local jurisdictions and for federal taxes imposed under Section 848
of the Internal Revenue Code. This monthly charge includes a state and local tax
component equal to an annual rate of 0.30% of the daily account value and a
federal component equal to an annual rate of 0.20% of the daily account value
(for a total charge equal to an annual rate of 0.50% multiplied by the policy's
daily account value). The charge is deducted from the account value in the same
proportion that the value of each sub-account and the value of the fixed account
has to the total account value. Nationwide does not anticipate making a profit
from this monthly tax charge.
MORTALITY AND EXPENSE RISK CHARGE
Nationwide assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risk 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, Nationwide assumes risks associated with the nonrecovery
of policy issue, underwriting and other administrative expenses due to policies
which lapse or are surrendered during the early policy years.
To compensate Nationwide for assuming these risks, a monthly charge for
mortality and expense risks is deducted proportionally from the cash value in
each sub-account. This monthly charge is equal to an annual rate of 0.70%
multiplied by the cash value attributable to the variable account. Policy owners
receive quarterly and annual statements, advising policy owners of the
cancellation of accumulation units for mortality and expense risk charges.
To the extent that future levels of mortality and expenses are less than or
equal to those expected, Nationwide may realize a profit from these charges.
SURRENDER CHARGES
Nationwide will deduct a surrender charge for any policy which is surrendered
during the first nine policy years. The surrender charge is
15
<PAGE> 19
comprised of two components: a sales surrender charge and a premium tax
surrender charge. The charge is deducted proportionally from the cash value in
each sub-account and the fixed account.
Nationwide incurs certain sales and other distribution expenses at the time the
policies are issued. The majority of these expenses consist of commissions paid
for the sale of these policies. Premium taxes are generally incurred by
Nationwide at the time the policies are issued. These surrender charges are
designed to recover a portion of these expenses. Nationwide does not expect to
profit from these surrender charges. Unrecovered expenses are borne by
Nationwide's general assets which may include profits, if any, from the monthly
mortality and expense risk charges. Certain surrenders may result in adverse tax
consequences. Maximum surrender charges are shown in the following table:
Surrender Charge as a
Completed Policy Percent of Initial Premium
Years Payment
- ------------------------------------------------------------
0 10.0%
1 10.0%
2 9.0%
3 8.0%
4 7.0%
5 6.0%
6 5.0%
7 4.0%
8 3.0%
9+ 0.0%
Approximately 75% of the total surrender charges are for the recovery of sales
expenses and 25% for the recovery of premium taxes. In no event will the sales
surrender charge exceed 7.5% of the total premium payments.
The amount of the sales surrender charge may be eliminated when the policies are
issued to an officer, director, former director, partner, employee, or retired
employee of Nationwide; an employee of the general distributor of the policies,
NISC, or an employee of an affiliate of Nationwide or the general distributor,
or, a duly appointed representative of Nationwide who receives no commission as
a result of the purchase. Elimination of the sales surrender charge will be
permitted by Nationwide only in those situations where Nationwide does not incur
sales expenses normally associated with the sale of a policy. In no event will
the elimination of any sales surrender charge be permitted where such
elimination will be unfairly discriminatory to any person.
INCOME TAX
No charge is assessed to policy owners for income taxes incurred by Nationwide
as a result of the operations of the sub-accounts. However, Nationwide reserves
the right to assess a charge for income taxes against the variable account if
income taxes are incurred.
SURRENDERING THE POLICY FOR CASH
SURRENDER (REDEMPTION)
Policies may be surrendered for the cash surrender value any time while the
insured is living. The cancellation will be effective as of the date Nationwide
receives the policy accompanied by a signed, written request for cancellation.
In some cases, Nationwide 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 Nationwide receives a proper written request for surrender and the policy,
minus any charges, indebtedness or other deductions due on that date, which may
also include a surrender charge.
PARTIAL SURRENDERS
Partial surrenders are permitted after the fifth policy year. Partial surrenders
will be permitted only if they satisfy the following requirements:
(1) The partial surrender request is in writing and the request is signed
by the policy owner or an authorized party of the policy owner;
16
<PAGE> 20
(2) The minimum amount withdrawn must be at least $500.
(3) The maximum partial surrender in any policy year, not subject to
surrender charges, is limited to the maximum of:
(i) 10% of the total premium payments; and
(ii) 100% of cumulative earnings (cash value less total premium
payments less any existing policy indebtedness); and
(4) Such partial surrenders must not result in a reduction of the cash
surrender value below $10,000; and
(5) After such partial surrender, the policy continues to qualify as life
insurance.
All partial surrenders will be next computed after the date Nationwide receives
a proper written request. When a partial surrender is made, the cash value is
reduced by the amount of the partial surrender. Also, the specified amount is
reduced by the amount of the partial surrender unless the death benefit is based
on the applicable percentage of the cash value. In such a case, a partial
surrender will decrease the specified amount by the amount by which the partial
surrender exceeds the difference between the death benefit and the specified
amount. Partial surrender amounts must be first deducted from the values in the
sub-accounts. Partial surrenders will be deducted from the fixed account only to
the extent that insufficient values are available in the sub-accounts.
No surrender charges will be assessed against any such eligible partial
surrenders. Certain partial surrenders may result in currently taxable income
and tax penalties.
INCOME TAX WITHHOLDING
Federal law requires Nationwide to withhold income tax from any portion of
surrender proceeds subject to tax. Nationwide will withhold income tax unless
the policy owner advises Nationwide, in writing, of his or her request not to
withhold. If a policy owner requests that taxes not be withheld, or if the taxes
withheld are insufficient, the policy owner may be liable for payment of an
estimated tax. Policy owners should consult a 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.
VARIATION IN CASH VALUE
On any date during the policy year, the cash value equals the cash value on the
preceding valuation period, plus any net premium applied since the previous
valuation period, 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.
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
Nationwide and recorded at Nationwide's home office. Once recorded, the change
will be effective when signed. The
17
<PAGE> 21
change will not affect any payment made or action taken by Nationwide before it
was recorded. Nationwide may require that the policy be submitted for
endorsement before making a change.
If the policy owner is other than the insured, 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 Nationwide and recorded at
Nationwide's home office. Once recorded, the change will be effective when
signed. The change will not affect any payment made or action taken by
Nationwide 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 insured, the death proceeds will be paid to the
policy owner or the policy owner's estate.
OPERATION OF THE POLICY
ALLOCATION OF NET PREMIUM AND CASH VALUE
Nationwide allocates premium payments to sub-accounts or the fixed account, as
instructed by policy owners. All percentage allocations must be in whole
numbers, and must be at least 1%. The sum of allocations must equal 100%. Future
premium allocations may be changed by giving written notice to Nationwide.
Premiums allocated to a sub-account on the application will be allocated to the
NSAT Money Market Fund for the period the policy owner may cancel the policy,
unless a specific state requires premiums to be allocated to the fixed account.
At the expiration this period, these premiums are used to purchase shares of the
underlying mutual funds specified by the policy owner at net asset value for the
respective sub-account(s).
The policy owner may change the allocation of cash value or transfer cash value
from one sub-account to another. Changes are subject to the terms and conditions
imposed by each underlying mutual fund and those found in this prospectus. Cash
value allocated to the fixed account at the time of application may not be
transferred prior to the first policy anniversary (see "Transfers").
HOW THE INVESTMENT EXPERIENCE IS DETERMINED
The accumulation unit value for a 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 for the
subsequent valuation period. Though the number of accumulation units will not
change as a result of investment experience, the value of an accumulation unit
may increase or decrease from valuation period to valuation period.
NET INVESTMENT FACTOR
The net investment factor for any valuation period is determined by dividing (a)
by (b) where:
(a) is:
(1) the net asset value per share of the underlying mutual fund held in
the sub-account as of 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 (if the ex-dividend date occurs during the
current valuation period); and
(b) is the net asset value per share of the underlying mutual fund determined
as of the end of the immediately preceding valuation period.
The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. Currently, Nationwide does not
maintain a tax reserve with
18
<PAGE> 22
respect to the policies since income with respect to the underlying mutual funds
is not taxable to Nationwide or the variable account. Nationwide reserves the
right to adjust the calculation of the net investment factor to reflect a tax
reserve should such income of other items become taxable to Nationwide. 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, and any charge
or credit for tax reserves.
DETERMINING THE CASH VALUE
The cash value is the sum of the value of all variable account accumulation
units attributable to the policy plus amounts credited to the fixed account and
the policy loan account.
The number of accumulation units credited to each sub-account is 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 Nationwide. 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.
The cash value in the fixed account and the policy loan account is credited with
interest daily at an effective annual rate which Nationwide periodically
declares. The annual effective rate will never be less than 3% (for a
description of the annual effective credited rates, see "The Fixed Account" and
"Policy Loans"). Upon request, Nationwide will inform the policy owner of the
then applicable rates for each account.
TRANSFERS
Policy owners can transfer allocations without penalty or adjustment subject to
the following conditions:
- Nationwide reserves the right to restrict transfers from the fixed
account to the sub-accounts to one per policy year;
- transfers among the sub-accounts are limited to one per valuation
period;
- transfers made to the fixed account may not be made in the first
policy year;
- Nationwide reserves the right to restrict the amount transferred from
the fixed account each policy year. Policy owners who have entered
into Dollar Cost Averaging agreements with Nationwide may transfer
under the terms of that agreement;
- transfers from the fixed account must be made within 30 days of the
end of an interest rate guarantee period; and
- Nationwide reserves the right to restrict the amount transferred to
the fixed account to 25% of the cash value.
Transfer Requests
Nationwide will accept transfer requests in writing or in those states that
allow, over the telephone. Nationwide will use reasonable procedures to confirm
that telephone instructions are genuine and will not be liable for following
instructions it reasonably determined to be genuine. Nationwide may withdraw the
telephone exchange privilege upon 30 days written notice to policy owners.
Market-Timing Firms
Some policy owners may use market-timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market- timing firms will submit transfer requests on behalf of
multiple policy owners at the same time. Sometimes this can result in unusually
large transfers of funds. These large transfers might interfere with the ability
of Nationwide or the underlying mutual fund to process transactions. This can
potentially disadvantage policy owners not using market-timing firms. To avoid
this, Nationwide may modify the transfer rights of policy owners who use
market-timing firms (or other third parties) to initiate transfers on their
behalf.
19
<PAGE> 23
The transfer rights of individual policy owners will not be modified in any way
when instructions are submitted directly by the policy owner, or by the policy
owner's representative (as authorized by the execution of a valid Nationwide
Limited Power of Attorney Form).
To protect policy owners, Nationwide may refuse transfer requests:
- submitted by any agent acting under a power of attorney on behalf of
more than one policy owner; or
- submitted on behalf of individual policy owners who have executed
pre-authorized 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.
Nationwide will not restrict transfer rights unless Nationwide believes it to be
necessary for the protection of all policy owners.
RIGHT TO REVOKE
A policy owner may cancel the policy by returning it by the latest of:
- 10 days after receiving the policy;
- 45 days after signing the application; or
- 10 days after Nationwide delivers a Notice of Right of Withdrawal.
The policy can be mailed to the registered representative who sold it, or
directly to Nationwide.
Returned policies are deemed void from the beginning. Nationwide will refund the
amount prescribed by the state in which the policy was issued within seven days
after it receives the policy. The refunded policy value will reflect the
deduction of any policy charges, unless otherwise required by law. This right
varies by state.
POLICY LOANS
TAKING A POLICY LOAN
The policy owner may take a policy loan at any time using the policy as
security. During the first year, maximum policy indebtedness is limited to 50%
of the cash value, less any surrender charges. Thereafter, maximum policy
indebtedness is limited to 90% of the cash value, less any surrender charges.
Maximum policy indebtedness in Texas is limited to 90% of cash value in the
sub-accounts and 100% of cash value in the fixed account, less any surrender
charges. Nationwide will not grant a loan for an amount less than $1,000 ($200
in Connecticut, $250 in Oregon, $500 in New Jersey, and $500 in New York).
Policy indebtedness will be deducted from the death benefit, cash surrender
value upon surrender, or the maturity proceeds.
Any request for a policy loan must be in written form. The request must be
signed and, where permitted, the signature guaranteed by a member firm of the
New York, American, Boston, Midwest, Philadelphia or Pacific Stock Exchanges, 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.
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 the payments necessary to prevent
the policy from lapsing will increase with age.
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 the
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 sufficient amounts are not 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.
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<PAGE> 24
INTEREST
Amounts transferred to the policy loan account will earn interest daily from the
date of transfer.
Total policy indebtedness is composed of two components:
(i) preferred loans; and
(ii) regular loans.
The amount in the policy loan account will be treated as a preferred loan to the
extent such amount is less than or equal to the cash value minus the result of:
the premiums excluding any 1035 Exchange amount, less any withdrawals not taxed
as distributions, plus any loans previously taxed as distributions, plus any
amounts reported to Nationwide as cost basis attributable to exchanges under
Section 1035 of the Internal Revenue Code. Any additional loaned amounts will be
treated as regular loans.
Preferred and regular loan amounts will be determined once a year, as well as at
any time a new loan is requested. On a current basis, preferred loans will be
credited interest daily at an annual effective rate of 6%, and regular loans
will be credited interest daily at an annual effective rate of 4%. The credited
rate for all policy loans is guaranteed never to be lower than 4%. This earned
interest is transferred from the policy loan account to the variable account
and/or the fixed account on each policy anniversary, at any 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.
The loan interest rate is 6% per year for all policy indebtedness. Interest is
charged daily and is payable at the end of each policy year or upon request for
a new loan. 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 less any surrender
charges, Nationwide 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 less any surrender charges 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 loan 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 policy
owner's allocation factors in effect at the time of the repayment. Each
repayment may not be less than $1,000. Nationwide 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.
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 at Nationwide's home office. Prior to being recorded, assignments will
not affect any payments made or actions taken by Nationwide. Nationwide is not
responsible for any assignment not submitted for recording, nor is Nationwide
responsible for the sufficiency or validity of any assignment. Assignments are
subject to any indebtedness owed to Nationwide before being recorded.
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<PAGE> 25
POLICY OWNER SERVICES
DOLLAR COST AVERAGING
Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from the fixed account and/or certain sub-accounts into other
sub-accounts. Nationwide does not guarantee that this program will result in
profit or protect policy owners from loss.
Policy owners direct Nationwide to automatically transfer specified amounts from
the fixed account, Federated Insurance Series - Federated Quality Bond Fund II,
Fidelity VIP High Income Portfolio, NSAT Government Bond Fund, NSAT Nationwide
High Income Bond Fund, and the NSAT Money Market Fund.
Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the policy owner instructs Nationwide in
writing to stop the transfers.
Transfers from the fixed account must be equal to or less than 1/30th of the
fixed account value at the time the program is requested.
Nationwide reserves the right to stop establishing new Dollar Cost Averaging
programs. Nationwide reserves the right to assess a processing fee for this
service.
DEATH BENEFIT INFORMATION
CALCULATION OF THE DEATH BENEFIT
At issue, the specified amount is determined by treating the initial premium as
equal to 100% of the guideline single premium. Guideline single premiums vary by
attained age, sex, underwriting classification, and total premium payments. The
following table illustrates representative initial specified amounts.
$10,000 SINGLE PREMIUM
- ------------------------------------------------------
Issue Age Male Female
- ------------------------------------------------------
35 $62,031 $76,231
- ------------------------------------------------------
40 49,883 61,337
- ------------------------------------------------------
45 40,437 49,825
- ------------------------------------------------------
50 33,079 40,742
- ------------------------------------------------------
55 27,358 33,531
- ------------------------------------------------------
60 22,964 27,734
- ------------------------------------------------------
65 19,579 23,052
- ------------------------------------------------------
$25,000 SINGLE PREMIUM
- ------------------------------------------------------
Issue Age Male Female
- ------------------------------------------------------
35 $155,077 $190,577
- ------------------------------------------------------
40 124,707 153,343
- ------------------------------------------------------
45 101,093 124,562
- ------------------------------------------------------
50 82,698 101,854
- ------------------------------------------------------
55 68,396 83,828
- ------------------------------------------------------
60 57,410 69,335
- ------------------------------------------------------
65 48,948 57,631
- ------------------------------------------------------
$50,000 SINGLE PREMIUM
- ------------------------------------------------------
Issue Age Male Female
- ------------------------------------------------------
35 $310,154 $381,154
- ------------------------------------------------------
40 249,413 306,685
- ------------------------------------------------------
45 202,186 249,124
- ------------------------------------------------------
50 165,397 203,708
- ------------------------------------------------------
55 136,791 167,655
- ------------------------------------------------------
60 114,821 138,671
- ------------------------------------------------------
65 97,895 115,261
- ------------------------------------------------------
Generally, for a given premium payment, the initial specified amount is greater
for females than males. The specified amount is shown in the policy.
While the policy is in force, the death benefit will never be less than the
specified amount or the applicable percentage of cash value. The death benefit
may vary with the cash value of the policy, which depends on investment
performance. The amount of death benefit will ordinarily not change for several
years to reflect investment performance and may not change at all. If investment
performance is favorable, the amount of death benefit may increase. The
applicable percentage of cash value varies by attained age.
22
<PAGE> 26
<TABLE>
<CAPTION>
APPLICABLE PERCENTAGE OF CASH VALUE FACTORS
Attained Percentage Attained Percentage Attained Percentage
Age of Cash Value Age of Cash Value Age of Cash Value
<S> <C> <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%
100 100%
</TABLE>
PROCEEDS PAYABLE ON DEATH
The actual death proceeds payable on the insured's death will be the death
benefit as described above, less any outstanding policy loans and less any
unpaid policy charges. Under certain circumstances, the death proceeds may be
adjusted (see "Incontestability," "Error in Age or Sex," and "Suicide").
INCONTESTABILITY
Nationwide will not contest payment of the death proceeds based on
representations in any written application when the policy has been in force
during the insured's lifetime for 2 years from the policy date.
ERROR IN AGE OR SEX
If the age or sex of the insured has been misstated, the death benefit and cash
value will be adjusted. The cash value will be adjusted to reflect the cost of
insurance charges on the correct age and sex from the policy date.
SUICIDE
If the insured dies by suicide within two years from the policy date, Nationwide
will pay no more than the sum of the premiums paid, less any indebtedness and
less any partial surrenders. If the insured dies by suicide within two years
from the date an application is accepted for an increase in the specified
amount, Nationwide will pay no more than the amount paid for the additional
benefit.
MATURITY PROCEEDS
The maturity date is the policy anniversary on or next following the insured's
100th birthday. Maturity proceeds are payable to the policy owner on the
maturity date. Maturity proceeds are equal to the amount of the policy's cash
value, less any indebtedness.
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<PAGE> 27
RIGHT OF CONVERSION
The policy owner may, within 24 months of the policy date, make an irrevocable
election to transfer all sub-account cash value to the fixed account. This
election must be in written form and received at Nationwide's home office. This
right of conversion may not be available in every state.
GRACE PERIOD
If the cash surrender value on a monthly anniversary day is not sufficient to
cover the current monthly deduction, policy loan interest, or other policy
charges due, a grace period will be allowed for the payment of sufficient
premium to keep the policy in force. Nationwide will send the policy owner a
notice at the start of the grace period, at the address in the application or
another address specified by the policy owner, stating the amount of premium
required. The grace period will end 61 days after the day the notice is mailed.
If sufficient premium is not received by Nationwide by the end of the grace
period, the policy will lapse without value. If death proceeds become payable
during the grace period, Nationwide 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 Nationwide;
(3) paying sufficient premium to cover all policy charges that were due
and unpaid during the grace period;
(4) paying additional premiums at least equal to 3 times the guaranteed
cost of insurance charges; and
(5) paying 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
Nationwide. 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 appropriate surrender charge. The surrender charge will
be based on the length of time from the date of premium payments to the
effective date of the reinstatement.
Unless the policy owner has provided otherwise, the allocation of the amount of
the surrender charge, additional premium payments, and any loan repayments will
be based on the fund allocation factors in effect at the start of the grace
period.
TAX MATTERS
POLICY PROCEEDS
Section 7702 of the Internal Revenue Code provides that if certain tests are
met, a policy will be treated as a life insurance policy for federal tax
purposes. Nationwide 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 Internal Revenue
Code.
Section 7702A of the Internal Revenue 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. The Internal Revenue Code states that taxation of
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
in a manner similar to the way
24
<PAGE> 28
annuities are taxed. Modified endowment contract distributions are defined by
the Internal Revenue 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 Internal Revenue 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 Internal Revenue Code, are excludable from gross
income.
The policies offered by this prospectus may or may not be issued as modified
endowment contracts. Nationwide 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 Internal Revenue 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 Internal
Revenue Code.
In addition to meeting the tests required under Section 7702, Section 817(h) of
the Internal Revenue 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 Nationwide 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.
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 U.S. 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 Internal Revenue
Code, Nationwide will take whatever steps are available to remain in compliance.
Nationwide 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 Nationwide, or if the IRS notifies Nationwide that back-up
25
<PAGE> 29
withholding is required.
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 1999, 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.
When the insured dies, the death benefit will generally be included in the
insured's federal gross estate if: (1) the proceeds were payable to or for the
benefit of the insured's estate; or (2) the 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 owner, 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 the 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 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 the
insured, the payment of the death proceeds at the death of the insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the U.S.
Treasury Department, Nationwide 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.
NON-RESIDENT ALIENS
Pre-death distributions from modified endowment contracts 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. Nationwide 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 Nationwide 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 Nationwide prior to the distribution. If
Nationwide does not have the proper proof of citizenship or residency and a
proper individual taxpayer identification number prior to any distribution,
Nationwide 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 Nationwide 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 includible 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.
TAXATION OF NATIONWIDE
Nationwide is taxed as a life insurance company under the Internal Revenue Code.
Since the variable account is not a separate entity from Nationwide and its
operations form a part of
26
<PAGE> 30
Nationwide, it will not be taxed separately as a "regulated investment company"
under Sub-chapter M of the Internal Revenue 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.
Nationwide 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, Nationwide 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.
Nationwide 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 Nationwide's understanding of
federal tax laws as they are currently interpreted by the IRS, is general and is
not intended as tax advice.
The Internal Revenue 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, or 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.
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.
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. 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.
STATE REGULATION
Nationwide 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
27
<PAGE> 31
with the Insurance Department each year covering the operation of Nationwide 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 Nationwide's contract liabilities and reserves so that the Insurance
Department may certify the items are correct. Nationwide'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, Nationwide is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.
REPORTS TO POLICY OWNERS
Nationwide will mail to the policy owner at the last known address of record:
- - an annual statement containing: the amount of the current death benefit,
cash value, cash surrender value, premiums paid, monthly charges deducted,
amounts invested in the fixed account and the sub-accounts, and policy
indebtedness;
- - annual and semi-annual reports containing all applicable information and
financial statements or their equivalent, which must be sent to the
underlying mutual fund beneficial shareholders as required by the rules
under the Investment Company Act of 1940 for the variable account; and
- - statements of significant transactions, such as changes in specified
amount, changes in death benefit options, changes in future premium
allocations, transfers among sub-accounts, premium payments, loans, loan
repayments, reinstatement and termination.
ADVERTISING
Nationwide 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
Nationwide. The ratings are not intended to reflect the investment experience or
financial strength of the variable account. Nationwide may advertise these
ratings from time to time. In addition, Nationwide may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend Nationwide or the policies. Furthermore,
Nationwide 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.
LEGAL PROCEEDINGS
Nationwide 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 Nationwide.
In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance and
annuity pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.
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 a lawsuit in a federal court in Texas 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
lawsuit, plaintiffs sought 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
the performance of their underlying mutual fund option managed by American
Century, whose shares may only be purchased by insurance companies, would track
the performance of a mutual fund, also managed by American Century, whose shares
are publicly traded. The amended complaint seeks unspecified compensatory and
punitive damages. On April 27, 1998, the District Court denied, in part, and
granted, in part, motions to
28
<PAGE> 32
dismiss the complaint filed by Nationwide and American Century. The remaining
claims against Nationwide allege securities fraud, common law fraud, civil
conspiracy, and breach of contract. The District Court, on December 2, 1998,
issued an order denying plaintiffs' motion for class certification and the
appeals court declined to review the order denying class certification upon
interlocutory appeal. On June 11, 1999, the District Court denied the
plaintiffs' motion to amend their complaint and reconsider class certification.
In January 2000, Nationwide and American Century settled this lawsuit now
limited to the claims of the two named plaintiffs. On February 9, 2000, the
court dismissed this lawsuit with prejudice.
On October 29, 1998, Nationwide was named in a lawsuit filed in Ohio state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other things, add Marcus Shore as a second plaintiff. The amended
complaint is brought as a class action on behalf of all persons who purchased
individual deferred annuity contracts or participated in group annuity contracts
sold by Nationwide and the other named Nationwide affiliates which were used to
fund certain tax-deferred retirement plans. The amended complaint seeks
unspecified compensatory and punitive damages. No class has been certified. On
June 11, 1999, Nationwide and the other named defendants filed a motion to
dismiss the amended complaint. On March 8, 2000, the court denied the motion to
dismiss the amended complaint filed by Nationwide and other named defendants.
Nationwide intends to defend this lawsuit vigorously.
There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.
The general distributor, NISC, is not engaged in any litigation of any material
nature.
EXPERTS
The audited financial statements have been included herein in reliance upon the
reports of KPMG 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, Nationwide, 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.
DISTRIBUTION OF THE POLICIES
The policies will be sold by licensed insurance agents in those states where the
policies may lawfully be sold. Agents are registered representatives of broker
dealers registered under the Securities Exchange Act of 1934 who are member
firms of the National Association of Securities Dealers, Inc. ("NASD"). The
policies will be distributed by the general distributor, NISC. NISC was
organized as an Oklahoma corporation on March 19, 1974. NISC is a wholly owned
subsidiary of Nationwide and a member of the NASD.
NISC acts as general distributor for the following separate accounts, all of
which are separate investment accounts of Nationwide or its affiliates:
- Nationwide VLI Separate Account-2
- Nationwide VLI Separate Account-3
- Nationwide VLI Separate Account-4
- Nationwide VLI Separate Account-5
- Nationwide Multi-Flex Variable Account
- Nationwide Variable Account
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<PAGE> 33
- Nationwide Variable Account-II
- Nationwide Variable Account-5
- Nationwide Variable Account-6
- Nationwide Variable Account-8
- Nationwide Variable Account-9
- Nationwide Variable Account-10
- Nationwide Variable Account-11
- Nationwide DC Variable Account
- Nationwide DCVA-II
- NACo Variable Account
- Nationwide VA Separate Account-A
- 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 VL Separate Account-D.
Gross first year commissions paid by Nationwide on the sale of these policies
plus fees for marketing services are not more than 6.75% of the premiums paid.
No underwriting commissions have been paid by Nationwide to NISC.
NISC DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Joseph J. Gasper Chairman of the Board and Director
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Dimon R. McFerson Chairman and Chief Executive Officer and Director
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Richard A. Karas Vice Chairman and Director
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Duane C. Meek President
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Philip C. Gath Director
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Susan A. Wolken Director
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------
Mark R. Thresher Senior Vice President and Treasurer
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Barbara J. Shane Vice President - Compliance Officer
Two Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Alan A. Todryk Vice President - Taxation
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
</TABLE>
30
<PAGE> 34
<TABLE>
- ------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
- ------------------------------------------------------------------------------------------------------------
<S> <C>
John F. Delaloye Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Glenn W. Soden Assistant Secretary
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
E. Gary Berndt Assistant Treasurer
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Duane M. Campbell Assistant Treasurer
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
Terry C. Smetzer Assistant Treasurer
One Nationwide Plaza
Columbus, OH 43215
- ------------------------------------------------------------------------------------------------------------
</TABLE>
ADDITIONAL INFORMATION ABOUT NATIONWIDE
The life insurance business, including annuities, is the only business in which
Nationwide is engaged.
Nationwide markets its policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.
Nationwide serves as depositor for the following separate investment accounts,
each of which is a registered investment company:
- 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;
- Nationwide Variable Account-10;
- Nationwide Variable Account-11;
- 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;
- Nationwide VLI Separate Account-5;
- NACo Variable Account;
- Nationwide DC Variable Account; and the
- Nationwide DCVA-II.
Nationwide, 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.
Nationwide 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,
Nationwide shares employees with Nationwide Mutual Insurance
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<PAGE> 35
Company and Nationwide Mutual Fire Insurance Company.
Nationwide does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. Nationwide shares its 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 group of companies. The companies listed above have substantially
common boards of directors and officers.
Nationwide Financial Services, Inc. ("NFS") is the sole shareholder of
Nationwide. NFS serves as a holding company for other financial institutions.
Nationwide 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 group of companies. Messrs. McFerson, Gasper, Woodward and Ms.
Thomas are also trustees of one or more of the registered investment companies
distributed by Nationwide Investment Services Corporation, a registered
broker-dealer affiliated with the Nationwide group of companies.
<TABLE>
<CAPTION>
DIRECTORS OF NATIONWIDE
- ------------------------------------- --------------------------- ----------------------------------------------------
DIRECTORS OF THE DEPOSITOR NAME AND
PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES
WITH DEPOSITOR PRINCIPAL OCCUPATION
- ------------------------------------- --------------------------- ----------------------------------------------------
<S> <C> <C>
Lewis J. Alphin Director Farm Owner and Operator, Bell Farms (1)
519 Bethel Church Road
Mount Olive, NC 28365-6107
- ------------------------------------- --------------------------- ----------------------------------------------------
A. I. Bell Director Farm Owner and Operator (1)
4121 North River Road West
Zanesville, OH 43701
- ------------------------------------- --------------------------- ----------------------------------------------------
Kenneth D. Davis Director Farm Owner and Operator (1)
7229 Woodmansee Road
Leesburg, OH 45135
- ------------------------------------- --------------------------- ----------------------------------------------------
Keith W. Eckel Director Partner, Fred W. Eckel Sons; President, Eckel
1647 Falls Road Farms, Inc. (1)
Clarks Summit, PA 18411
- ------------------------------------- --------------------------- ----------------------------------------------------
Willard J. Engel Director Retired General Manager, Lyon County Co-operative
301 East Marshall Street Oil Company (1)
Marshall, MN 56258
- ------------------------------------- --------------------------- ----------------------------------------------------
Fred C. Finney Director Owner and Operator, Moreland Fruit Farm; Operator,
1558 West Moreland Road Melrose Orchard (1)
Wooster, OH 44691
- ------------------------------------- --------------------------- ----------------------------------------------------
Joseph J. Gasper President and Chief President and Chief Operating Officer, Nationwide
One Nationwide Plaza Operating Officer and Life Insurance Company and Nationwide Life and
Columbus, OH 43215 Director Annuity Insurance Company (2)
- ------------------------------------- --------------------------- ----------------------------------------------------
Dimon R. McFerson Chairman and Chief Chairman and Chief Executive Officer- (2)
One Nationwide Plaza Executive Officer and
Columbus, OH 43215 Director
- ------------------------------------- --------------------------- ----------------------------------------------------
</TABLE>
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<PAGE> 36
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------- ----------------------------------------------------
Directors of the Depositor
Name and Principal Business
Address Positions and Offices
With Depositor Principal Occupation
- ------------------------------------- --------------------------- ----------------------------------------------------
<S> <C> <C>
David O. Miller Chairman of the Board and President, Owen Potato Farm, Inc.; Partner, M&M
115 Sprague Drive Director Enterprises (1)
Hebron, OH 43025
- ------------------------------------- --------------------------- ----------------------------------------------------
Yvonne L. Montgomery Director Senior Vice President and General Manager, Public
Xerox Corporation Sector Worldwide/Document Solutions Group
Suite 200 Xerox Corporation (2)
1401 H Street NW
Washington, DC 20007
- ------------------------------------- --------------------------- ----------------------------------------------------
Ralph M. Paige Director Executive Director Federation of Southern
Federation of Southern Cooperatives/Land Assistance Fund
Cooperatives/Land Assistance Fund
2769 Church Street
East Point, GA 30344
- ------------------------------------- --------------------------- ----------------------------------------------------
James F. Patterson Director Vice President, Pattersons, Inc.; President,
8765 Mulberry Road Patterson Farms, Inc. (1)
Chesterland, OH 44026
- ------------------------------------- --------------------------- ----------------------------------------------------
Arden L. Shisler Director President and Chief Executive Officer, K&B
1356 North Wenger Road Transport, Inc. (1)
Dalton, OH 44618
- ------------------------------------- --------------------------- ----------------------------------------------------
Robert L. Stewart Director Owner and Operator Sunnydale Farms and Mining (1)
88740 Fairview Road
Jewett, OH 43986
- ------------------------------------- --------------------------- ----------------------------------------------------
Nancy C. Thomas Director Co-owner, Thomas Farms (2)
1767D Westwood Avenue
Alliance, OH 44601
- ------------------------------------- --------------------------- ----------------------------------------------------
</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 group of companies except Mr. Gasper who is a director only of
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company. Messrs. McFerson and Gasper are directors of Nationwide Investment
Services Corporation, a registered broker-dealer.
Messrs. McFerson, Miller, Patterson, and Shisler are directors of Nationwide
Financial Services, Inc. Mr. McFerson and Ms. Thomas are trustees of Nationwide
Mutual Funds, a registered investment company. 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 Mutual Funds, registered
investment companies.
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<PAGE> 37
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF NATIONWIDE
- -------------------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Richard D. Headley Executive Vice President - Chief Information Technology Officer
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------------
James E. Brock Senior Vice President - Corporate Development
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Charles A. Bryan Senior Vice President - Chief Actuary - Property and Casualty
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
John R. Cook, Jr. Senior Vice President - Chief Communications Officer
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
David A. Diamond Senior Vice President - Corporate Controller
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Philip C. Gath Senior Vice President - Chief Actuary - Nationwide Financial
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Patricia R. Hatler Senior Vice President, General Counsel and Secretary
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
David K. Hollingsworth Senior Vice President
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
David R. Jahn Senior Vice President - Commercial Insurance
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Donna A. James Senior Vice President - Chief Human Resources Officer
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Richard A. Karas Senior Vice President - Sales - Financial Services
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Gregory S. Lashutka Senior Vice President - Corporate Relations
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Edwin P. McCausland, Jr. Senior Vice President - Fixed Income Securities
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
34
<PAGE> 38
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF NATIONWIDE
- -------------------------------------------------------------------------------------------------------------------
Officers of the Depositor Offices of the Depositor
Name and Principal Business Address
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Mark D. Phelan Senior Vice President - Technology Services
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Douglas C. Robinette Senior Vice President - Claims and Financial Services
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Mark R. Thresher Senior Vice President - Finance - Nationwide Financial
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Richard M. Waggoner Senior Vice President - Operations
One Nationwide Plaza
Columbus, OH 43215
- -------------------------------------------------------------------------------------------------------------------
Susan A. Wolken Senior Vice President - Product Management and Nationwide
One Nationwide Plaza Financial Marketing
Columbus, OH 43215
</TABLE>
DIMON R. MCFERSON has been a Director since April 1988 and Chairman and Chief
Executive Officer since April 1996. He was elected Chief Executive Officer in
December 1992, and President and Chief Executive Officer in December 1993. He
was President and General Manager of Nationwide Mutual Insurance Company from
April 1988 to April 1991; President and Chief Operating Officer of Nationwide
Mutual Insurance Company from April 1991 to December 1992; and President and
Chief Executive Officer of Nationwide Mutual Insurance Company from December
1992 to April 1996. Mr. McFerson has been with Nationwide for 20 years.
JOSEPH J. GASPER has been President and Chief Operating Officer and Director of
Nationwide since April 1996. Previously, he was Executive Vice President -
Property/Casualty Operations of Nationwide Mutual Insurance Company from April
1995 to April 1996. He was Senior Vice President - Property/Casualty Operations
of Nationwide Mutual Insurance Company from September 1993 to April 1995. Prior
to that time, Mr. Gasper held numerous positions within Nationwide. Mr. Gasper
has been with Nationwide for 33 years.
LEWIS J. ALPHIN has been a Director of Nationwide since 1993. Mr. Alphin owns
and operates an 800-acre farm in Mt. Olive, NC. He taught agriculture business
at James Sprunt Community Collegy in Kenansville, NC for more than 22 years
before retiring in 1994. He is the former board chairman of the Cape Fear Farm
Credit Association, a member and former vice president, secretary/treasurer, and
director of the Duplin County Agribusiness Council, and a former board member of
the Southern States Cooperative (1986 to 1993). Mr. Alphin is a member of the
Duplin County Farm Bureau, the North Carolina Farm Bureau, ad the Farm Credit
Council. He is a member and former director of the Oak Wolfe Fire Department.
A. I. BELL has been a Director of Nationwide since April, 1998. Mr. Bell has
served as a state trustee of the Ohio Farm Bureau Federation from 1991 to 1998
and as president that last four years. He oversees the Bell family farm in
Zanesville, Ohio. The farm is the hub of a multi-family swine network, in
addition to grain and beef operations. Mr. Bell has represented the Ohio Farm
Bureau at state and national level activities, and has traveled internationally
representing Ohio agriculture. In 1995, he was introduced into The Ohio State
University Department of Animal Sciences Hall of Fame.
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<PAGE> 39
JAMES E. BROCK has been Senior Vice President - Corporate Development since July
1997. Previously, he was Senior Vice President - Company Operations from
December 1996 to July 1997 and was also Senior Vice President - Life Company
Operations from April 1996 to July 1997. Mr. Brock was Senior Vice President -
Investment Products Operations from November 1990 to April 1996. Prior to that
time, Mr. Brock held several positions within Nationwide. Mr. Brock has been
with Nationwide for 30 years.
CHARLES A. BRYAN has been a Senior Vice President - Chief Actuary - Property and
Casualty since 1998. Prior to joining Nationwide, Mr. Bryan was president, Chief
Operating Officer of Direct Response Corporation from 1996 to 1998. Prior to
that time, Mr. Bryan was a partner with Ernst & Young.
JOHN R. COOK, JR. has been Senior Vice President - Chief Communications Officer
since May 1997. Previously, Mr. Cook was Senior Vice President - Chief
Communications Officer of USAA from July 1989 to May 1997. Mr. Cook has been
with Nationwide for 2 years.
KENNETH D. DAVIS has been a Director of Nationwide since April 1999. Mr. Davis
is the immediate past president of the Ohio Farm Bureau Federation. He served as
a member of the Ohio Farm Bureau Federation's board of trustees from 1989 until
1999. He served as first vice president of the board from 1994 until 1998. Mr.
Davis serves on the board of directors of his local rural electric cooperatives
and is a member of many agriculture organizations including the Ohio Corn
Growers, Ohio Cattlemen's and Ohio Soybean associations.
DAVID A. DIAMOND has been Senior Vice President - Corporate Controller since
August 1999. He was Vice President-Controller from August 1996 to August 1999.
Previously, he was Vice President - Controller from October 1993 to August 1996.
Prior to that time, Mr. Diamond held several positions within Nationwide. Mr.
Diamond has been with Nationwide for 11 years.
KEITH W. ECKEL has been a Director of Nationwide since April 1996. Mr. Eckel is
a partner of Fred W. Eckel Sons and president of Eckel Farms, Inc. in northeast
Pennsylvania. He received the Master Farmer award from Penn State University in
1982. Mr. Eckel is a member of the Pennsylvania Agricultural Land Preservation
Board. He is a former president of the Pennsylvania Farm Bureau, a position he
held for 15 years, and the Lackawanna County Cooperative Extension Association.
He has served as a board member and executive committee member of the American
Farm Bureau Federation. He is a former vice president of the Pennsylvania
Council of Cooperative Extension Associations and former board member of the
Pennsylvania Vegetable Growers Association.
WILLARD J. ENGEL has been a Director of Nationwide since 1994. Mr. Engel served
as general manager of Lyon County Co-Operative Oil Co. in Marshall, MN from 1975
to 1997, and occasionally serves on a consulting basis. He previously was a
division manager of the Truman Farmers Elevator. He is a former director of the
Western Co-op Transport in Montevideo, MN, a former director and legislative
committee chairman of the Northwest Petroleum Association in St. Paul, and a
former director of Farmland Industries in Kansas City.
FRED C. FINNEY has been a Director of Nationwide since 1992. Mr. Finney is the
owner and operator of the Moreland Fruit Farm and operator of Melrose Orchard in
Wooster, OH. He is past president of the Ohio Farm Bureau Federation, the Ohio
Fruit Growers Society, Wayne County Farm Bureau, and the Westwood Ruritan Club.
He is a member of the American Berry Cooperative.
PHILIP C. GATH has been Senior Vice President - Chief Actuary - Nationwide
Financial since May 1998. Previously, Mr. Gath was Vice President - Product
Manager - Individual Variable Annuity from July 1997 to May 1998.
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<PAGE> 40
Mr. Gath was Vice President - Individual Life Actuary from August 1989 to July
1997. Prior to that time, Mr. Gath held several positions within Nationwide. Mr.
Gath has been with Nationwide for 31 years.
PATRICIA R. HATLER has been Senior Vice President, General Counsel and Secretary
since April 2000. Previously, she was Senior Vice President and General Counsel
from July 1999 to April 2000. Prior to that time, she was General Counsel and
Corporate Secretary of Independence Blue Cross from 1983 to July 1999.
DAVID K. HOLLINGSWORTH has been Senior Vice President - Multi Channel and
Sponsor Relations since August 1999. Previously, he was Senior Vice President -
Marketing from June 1999 to August 1999. Prior to that time, has held numerous
positions within the Nationwide group of companies. Mr. Hollingsworth has been
with Nationwide for 25 years.
DAVID R. JAHN has been Senior Vice President - Commercial Insurance since March
1998. Previously, he was Vice President - Property/Casualty Operations and Vice
President - Resource Management from March 1996 to January 1998. Prior to that
time, Mr. Jahn has held numerous positions within the Nationwide group of
companies. Mr. Jahn has been with Nationwide for 28 years.
DONNA A. JAMES has been Senior Vice President - Chief Human Resources Officer
since May 1999. She was Senior Vice President - Human Resources from December
1997 to May 1999. Previously she was Vice President - Human Resources from July
1996 to December 1997. Prior to that time, Ms. James was Vice President -
Assistant to the CEO of Nationwide from March 1996 to July 1996. From May 1994
to March 1996 she was Associate Vice President - Assistant to the CEO for
Nationwide. Previously Ms. James held several positions within Nationwide. Ms.
James has been with Nationwide for 18 years.
RICHARD D. HEADLEY has been Executive Vice President - Chief Information
Technology Officer since May 1999. He was Senior Vice President - Chief
Information Technology Officer from October 1997 to May 1999. Previously, Mr.
Headley was Chairman and Chief Executive Officer of Banc One Services
Corporation from 1992 to October 1997. From January 1975 until 1992 Mr. Headley
held several positions with Banc One Corporation. Mr. Headly has been with
Nationwide for 2 years.
RICHARD A. KARAS has been Senior Vice President - Sales - Financial Services
since March 1993. Previously, he was Vice President - Sales - Financial Services
from February 1989 to March 1993. Prior to that time, Mr. Karas held several
positions within Nationwide. Mr. Karas has been with Nationwide for 35 years.
GREGORY S. LASHUTKA has been Senior Vice President - Corporate Relations since
January 2000. Previously, he was the Mayor of the City of Columbus (Ohio) from
January 1992 to December 1999. From January 1986 to December 1991, Mr. Lashutka
was a Partner with Squire, Sanders & Dempsey. From January 1978 to December
1985, he was City Attorney for the City of Columbus (Ohio).
EDWIN P. MCCAUSLAND, JR. has been Senior Vice President - Fixed Income
Securities since 1999. Mr. McCausland has 29 years of experience in insurance
investments beginning his career in 1970 with Connecticut Mutual Life Insurance
Company. He joined Phoenix Mutual Life Insurance Company in 1981 as second Vice
President of Bond Investments and rising to Vice President of Pension
Operations. He was Vice President and Managing Director of Mass Mutual Life
Insurance Company prior to joining Nationwide.
DAVID O. MILLER has been a Director of Nationwide since November 1996. Mr.
Miller has been Chairman of the Board since 1998. Mr. Miller is president of
Owen Potato Farm, Inc. and a partner of M&M Enterprises in Licking County, OH.
He is a director and board chairman of the National Cooperative Business
37
<PAGE> 41
Association, director of Cooperative Business International and the
International Cooperative Alliance, and serves on the educational executive
committee of the National Council of Farmer Cooperatives. He was president of
the Ohio Farm Bureau Federation from 1981 to 1985 and was vice president for six
years. Mr. Miller served a two year term on the board of the American Farm
Bureau Association. He is past president of the Ohio Vegetable and Potato
Growers Association, and was a director of Landmark, Inc., a farm supply
cooperative which is now part of Indianapolis-based Countrymark.
YVONNE L. MONTGOMERY has been a Director of Nationwide since April, 1998. Ms.
Montgomery is senior vice president/general manager - Public Sector
Worldwide/Document Solutions Group for Xerox Corporation. A resident of
Washington, DC, Ms. Montgomery is in charge of providing an integrated,
industry-focused portfolio of document solutions and services to the public
sector worldwide. Ms. Montgomery joined Xerox in 1976 as a sales representative
and progressed through management positions, including vice president-field
operations and executive assistant to the chairman and CEO.
ROBERT A. OAKLEY has been Executive Vice President - Chief Financial Officer
since April 1995. Previously, he was Senior Vice President - Chief Financial
Officer from October 1993 to April 1995. Prior to that time, Mr. Oakley held
several positions within Nationwide. Mr. Oakley has been with Nationwide for 24
years.
RALPH M. PAIGE has been a Director of Nationwide since April 1999. Mr. Paige has
been the Executive Director of the Federation of Southern Cooperatives/Land
Assistance Fund since 1969. Mr. Paige also served as the National Field
Director/Georgia State Director from 1981 to 1984.
JAMES F. PATTERSON has been a Director of Nationwide since April 1989. Mr.
Patterson is president of Patterson Farms, Inc. and has operated Patterson Fruit
Farm in Chesterland, OH since 1964. Mr. Patterson is on the boards of The Ohio
State University Hospitals Health System in Cleveland, Geauga Hospital, Inc. and
the National Cooperative Business Association. He is past president of the Ohio
Farm Bureau Federation and former member of Cleveland Foundation's Lake and
Geauga Advisory Committees.
MARK D. PHELAN has been Senior Vice President - Technology Services since 1998.
His previous management experience includes five years (1977-1982) with the data
processing division's sales group at IBM Corporation. From 1982 through 1990,
Mr. Phelan served as director of AT&T's Consumer Communications Services Group
and he was subsequently promoted to sales vice president for the Eastern Region
of the Business Communications Services Division. In 1992, he became executive
vice president-sales and marketing for the Electronic Commerce Division of
Checkfree Corporation, a position he held for five years. From 1997 until 1998,
he was in private consulting.
DOUGLAS C. ROBINETTE has been Senior Vice President - Claims and Financial
Services since 1999. Previously, he was Senior Vice President - Marketing and
Product Management from May 1998 to 1999. Previously, Mr. Robinette was
Executive Vice President, Customer Services of Employers Insurance of Wausau
(Wausau), a member of the Nationwide group until December 1998, from September
1996 to May 1998. Prior to that time he was Executive Vice President, Finance
and Insurance Services of Wausau from May 1995 to September 1996. From November
1994 to May 1995 Mr. Robinette was Senior Vice President, Finance and Insurance
Services of Wausau. From May 1993 to November 1994 he was Senior Vice President,
Finance of Wausau. Prior to that time, Mr. Robinette held several positions
within the Nationwide group. Mr. Robinette has been with the Nationwide group
for 13 years.
ARDEN L. SHISLER has been a Director of Nationwide since 1984. Mr. Shisler is
president and chief executive officer of K&B Transport, Inc., a trucking firm in
Dalton, OH. He is a
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<PAGE> 42
director of the National Cooperative Business Association in
Washington, DC. He is a former board member and vice president of the Ohio Farm
Bureau Federation and past president of the Ohio Agricultural Marketing
Association, an Ohio Farm Bureau Federation subsidiary. He is a member of the
Ohio Trucking Association, the Ohio Trucking Safety Council, the Wayne County
Farm Bureau, Cornerstone Community Church, the Advisory Committee of The Ohio
State University Agriculture Technical Institute and a board member of the
Wilderness Center.
ROBERT L. STEWART has been a Director of Nationwide since 1989. Mr. Stewart is
the owner and operator of Sunnydale Farms and Mining in Jewett, OH. He served on
the board of the Ohio Farm Bureau Federation and as president of the Ohio
Holstein Association board. Mr. Stewart was a director of the Ohio Agricultural
Stabilization and Conservation Service board and Landmark, Inc. a farm supply
cooperative which is now part of Indianapolis-based Countrymark.
NANCY C. THOMAS has been a Director of Nationwide since 1986. Mrs. Thomas is a
board member of Farm Credit Services' 4th District and serves on the advisory
board of Walsh University in North Canton, OH. She is a past president and
former director of the Ohio Agricultural Marketing Association and served on the
boards of the Ohio Farm Bureau Federation and Landmark, Inc., a farm supply
cooperative which is now part of Indianapolis-based Countrymark, and as the
Midwest regional representative on the American Farm Bureau women's committee.
MARK R. THRESHER has been Senior Vice President - Finance - Nationwide Financial
since May 1999. He was Vice President - Controller from August 1996 to May 1999.
He was Vice President and Treasurer from November 1996 to February 1997.
Previously, he was Vice President and Treasurer from June 1996 to November 1996.
Prior to joining Nationwide, Mr. Thresher served as a partner with KPMG LLP from
July 1988 to June 1996.
RICHARD M. WAGGONER has been Senior Vice President - Operations since May 1999.
Previously, he was President of Nationwide Services from May 1997 to May 1999.
Prior to that time, Mr. Waggoner has held numerous positions within the
Nationwide group of companies. Mr. Waggoner has been with Nationwide for 23
years.
SUSAN A. WOLKEN has been Senior Vice President - Product Management and
Nationwide Financial Marketing since May 1999. Previously, Ms. Wolken was Senior
Vice President - Life Company Operations from June 1997 to May 1999. She was
Senior Vice President - Enterprise Administration from July 1996 to June 1997.
Prior to that time, she was Senior Vice President - Human Resources from April
1995 to July 1996. From September 1993 to April 1995, Ms. Wolken was Vice
President - Human Resources. From October 1989 to September 1993 she was Vice
President - Individual Life and Health Operations. Ms. Wolken has been with
Nationwide for 25 years.
ROBERT J. WOODWARD, JR. has been Executive Vice President - Chief Investment
Officer since August 1995. Previously, he was Senior Vice President - Fixed
Income Investments from March 1991 to August 1995. Prior to that time, Mr.
Woodward held several positions within Nationwide. Mr. Woodward has been with
Nationwide for 35 years.
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APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS
The underlying mutual funds listed below are designed primarily as investment
vehicles for variable annuity contracts and variable life insurance policies
issued by insurance companies.
There is no guarantee that the investment objectives will be met.
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 INVESTMENT PORTFOLIOS
Dreyfus Investment Portfolios (the "Fund") is an open-end, management investment
company known as a mutual fund. Shares are offered only to variable annuity and
variable life insurance separate accounts established by insurance companies to
fund variable annuity contracts and variable life insurance policies and to
qualified pension and retirement plans. Individuals may not purchase shares
directly
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from the Fund. The Dreyfus Corporation serves as the Fund's investment adviser.
EUROPEAN EQUITY PORTFOLIO
Investment Objective: The Portfolio seeks long-term capital growth. To
pursue this goal, the Portfolio generally invests at least 80% of its total
assets in stocks included within the universe of the 300 largest European
companies. The Portfolio's stock investments may include common stocks,
preferred stocks and convertible securities.
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 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 its 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.
APPRECIATION PORTFOLIO (FORMERLY, 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.
FEDERATED INSURANCE SERIES
Federated Insurance Series (the "Trust"), an Open-End Management Investment
Company, was established as a Massachusetts business trust, under a Declaration
of Trust dated September 15, 1993. The Trust offers its shares only as
investment vehicles for variable annuity and variable life insurance products of
insurance companies. Federated Investment Management Company serves as the
investment adviser.
FEDERATED QUALITY BOND FUND II
Investment Objective: Current income by investing in investment grade fixed
income securities.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
The Fidelity Variable Insurance Products Fund (VIP) is an open-end, diversified,
management
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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.
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:
- at least 65% in income-producing debt securities and preferred
stocks, including convertible securities; and
- 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.
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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 it's 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.
JANUS ASPEN SERIES
The Janus Aspen Series is an open-end management investment company whose shares
are offered in connection with investment in and payments under variable annuity
contracts and variable life insurance policies, as well as certain qualified
retirement plans. Janus Capital Corporation serves as investment adviser to each
Portfolio.
CAPITAL APPRECIATION PORTFOLIO: SERVICE SHARES
Investment Objective: Seeks long-term growth of capital by investing
primarily in common stocks selected for their growth potential. The
Portfolio may invest in companies of any size, from larger,
well-established companies to smaller, emerging growth companies.
GLOBAL TECHNOLOGY PORTFOLIO: SERVICE SHARES
Investment Objective: Seeks long-term growth of capital by investing
primarily in equity securities of U.S. and foreign companies selected for
their growth potential. Under normal circumstances, the Portfolio invests
at least 65% of its total assets in securities of companies that the
Portfolio manager believes will benefit significantly from advances or
improvements in technology.
INTERNATIONAL GROWTH PORTFOLIO: SERVICE SHARES
Investment Objective: Seeks long-term growth of capital by investing at
least 65% of its total assets in securities of issuers from at least five
different countries, excluding the United States. Although the Portfolio
intends to invest substantially all of its assets in issuers located
outside the United States, it may invest in U.S. issuers and it may at
times invest all of its assets in fewer than five countries, or even a
single country.
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 Villanova Mutual
Fund Capital
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Trust ("VMF"), an indirect subsidiary of Nationwide Financial Services, Inc.
CAPITAL APPRECIATION FUND
Investment Objective: Long-term capital appreciation.
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 maintenance of liquidity.
TOTAL RETURN FUND
Investment Objective: To obtain a reasonable, long-term total return on
invested capital.
SUB-ADVISED NATIONWIDE FUNDS
NATIONWIDE BALANCED FUND
Subadviser: J.P. Morgan Investment 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
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.
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 50 FUND (FORMERLY, 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.
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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 MID CAP INDEX FUND (FORMERLY, NATIONWIDE SELECT ADVISERS MID
CAP FUND)
Subadviser: The Dreyfus Corporation
Investment Objective: Capital appreciation. The Fund seeks to match the
performance of the Standard & Poor's MidCap 400 Index. To pursue this
goal, the Fund generally is fully invested in all 400 stocks included in
this index in proportion to their weighting in the index, and in futures
whose performance is tied to the index. The Fund is neither sponsored by
nor affiliated with Standard & Poor's Corporation.
NATIONWIDE MULTI SECTOR BOND FUND
Subadviser: Miller, Anderson & Sherrerd, LLP
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 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.
NATIONWIDE SMALL CAP GROWTH FUND (FORMERLY, NATIONWIDE SELECT ADVISERS
SMALL CAP GROWTH FUND)
Subadvisers: Franklin Advisers, Inc., Miller Anderson & Sherrerd, LLP,
Neuberger Berman, LLC.
Investment Objective: Seeks capital growth by investing in a broadly
diversified portfolio of equity securities issued by U.S. and foreign
companies with market capitalizations in the range of companies
represented by the Russell 2000, known as small cap companies. Under
normal market conditions, the Fund will invest at least 65% of its total
assets in the equity securities of small cap companies. The balance of
the Fund's assets may be invested in equity securities of larger cap
companies. The Fund may also invest in foreign securities.
NATIONWIDE SMALL CAP VALUE FUND
Subadviser: The Dreyfus Corporation
Investment Objective: The Fund intends to pursue its investment objective
by investing, under normal market conditions, at least 75% of the Fund's
total assets in equity securities of companies whose equity market
capitalizations at the time of investment are similar to the market
capitalizations of companies in the Russell 2000 Small Stock Index.
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NATIONWIDE SMALL COMPANY FUND
Subadvisers: The Dreyfus Corporation, Neuberger Berman, L.P., Lazard
Asset Management and Strong Capital Management, Inc).
Investment Objective: Under normal market conditions, the Fund will
invest at least 65% of its total assets in equity securities of companies
whose equity market capitalizations at the time of investment are similar
to the market capitalizations of companies in the Russell 2000 Small
Stock Index.
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 (NOT AVAILABLE FOR POLICIES ISSUED ON OR
AFTER MAY 1, 2000)
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.
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
Neuberger Berman Advisers Management Trust ("NB AMT") is an open-end,
diversified management investment company consisting of several series. Shares
of the series of NB 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 NB AMT invest all of
their investable assets in a corresponding series of Advisers Managers Trust
managed by Neuberger Berman Management Incorporated ("NB 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 NB Management.
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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.
NB 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 NB 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 NB 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/VA (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.
OPPENHEIMER CAPITAL APPRECIATION FUND/VA (FORMERLY "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 GLOBAL SECURITIES FUND/VA
Investment Objective: To seek long-term capital appreciation by investing a
substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special appreciation
possibilities. These securities may be considered speculative.
OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA (FORMERLY "OPPENHEIMER
GROWTH & INCOME FUND")
Investment Objective: High total return, which stocks, preferred stocks,
convertible securities and warrants. Debt investments
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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.
STRONG OPPORTUNITY FUND II, INC.
The Strong Opportunity Fund II, Inc. is a diversified, open-end management
company commonly called a mutual fund. The Strong Opportunity Fund II, Inc. was
incorporated in Wisconsin and may only be purchased by the separate accounts of
insurance companies for the purpose of funding variable annuity contracts and
variable life insurance policies. Strong Capital Management, Inc. is the
investment adviser for the Fund.
Investment Objective: To seek capital appreciation through investments in a
diversified portfolio of equity securities.
UNIVERSAL INSTITUTIONAL FUNDS, INC. (FORMERLY, MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC.)
The Universal Institutional 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 Dean Witter Investment Management, Inc.
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.
MID CAP GROWTH PORTFOLIO
Investment Objective: Seek long-term capital growth by investing primarily
in common stocks and other equity securities of issuers with equity
capitalizations in the range of the companies represented in the Standard &
Poor's Rating Group ("S&P") MidCap 400 Index. Such range is generally $500
million to $6 billion but the range fluctuates over time with changes in
the equity market. Miller, Anderson & Sherrerd, LLP is the Portfolio's
investment adviser.
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 LIFE INVESTMENT TRUST
Van Kampen Life Investment Trust is an open-end diversified management
investment company organized as a Delaware business trust.
48
<PAGE> 52
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 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.
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. The Portfolios are managed by Credit Suisse Asset Management,
LLC ("Credit Suisse").
GLOBAL POST-VENTURE CAPITAL PORTFOLIO (FORMERLY, POST-VENTURE CAPITAL
PORTFOLIO) (NOT AVAILABLE FOR POLICIES ISSUED ON OR AFTER SEPTEMBER 27,
2000)
Investment Objective: Seeks long-term growth of capital by investing
primarily in equity securities of U.S. and foreign companies considered to
be in their post-venture capital stage of development. 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 will invest
in at least three countries including the United States.
INTERNATIONAL EQUITY PORTFOLIO (NOT AVAILABLE FOR POLICIES ISSUED ON OR
AFTER SEPTEMBER 27, 1999)
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 Credit Suisse 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.
VALUE PORTFOLIO (FORMERLY, GROWTH & INCOME PORTFOLIO) (NOT AVAILABLE FOR
POLICIES ISSUED ON OR AFTER MAY 1, 2000)
Investment Objective: Seeks total return by investing primarily in equity
securities of value companies that may or may not pay dividends.
49
<PAGE> 53
APPENDIX B: 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 deduction of underlying mutual fund investment advisory fees and other
expenses which are equivalent to an annual effective rate of 0.94%. This
effective rate is based on the average of the fund expenses, after expense
reimbursement, for the preceding year for all underlying mutual fund options
available under the policy as of December 31, 1999. Some underlying mutual funds
are subject to expense reimbursements and fee waivers. Absent expense
reimbursements and fee waivers, the annual effective rate would have been 1.01%.
Nationwide anticipates that the expense reimbursement and fee waiver
arrangements will continue past the current year. Should there be an increase or
decrease in the expense reimbursements and fee waivers of these underlying
mutual funds, such change will be reflected in the net asset value of the
corresponding underlying mutual fund.
Taking into account the underlying mutual fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -0.90%, 5.1% and 11.10%.
The illustrations also reflect the fact that Nationwide makes monthly charges
for providing insurance protection, recovering taxes, providing for
administrative expenses, and assuming mortality and expense risks. 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.
In addition, the illustrations reflect the fact that no charges for federal or
state 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, Nationwide will furnish a comparable illustration based on the
proposed insured's age, sex, smoking classification, rating classification and
premium payment requested.
50
<PAGE> 54
$10,000 INITIAL PREMIUM: $40,437 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 45
CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,611 8,611 40,437 10,191 9,191 40,437 10,771 9,771 40,437
2 11,025 9,232 8,232 40,437 10,387 9,387 40,437 11,610 10,610 40,437
3 11,576 8,863 7,963 40,437 10,590 9,690 40,437 12,525 11,625 40,437
4 12,155 8,505 7,705 40,437 10,799 9,999 40,437 13,522 12,722 40,437
5 12,763 8,156 7,456 40,437 11,014 10,314 40,437 14,608 13,908 40,437
6 13,401 7,816 7,216 40,437 11,236 10,636 40,437 15,792 15,192 40,437
7 14,071 7,486 6,986 40,437 11,466 10,966 40,437 17,082 16,582 40,437
8 14,775 7,165 6,765 40,437 11,702 11,302 40,437 18,487 18,087 40,437
9 15,513 6,852 6,552 40,437 11,946 11,646 40,437 20,019 19,719 40,437
10 16,289 6,548 6,548 40,437 12,197 12,197 40,437 21,688 21,688 40,437
15 20,789 5,285 5,285 40,437 13,930 13,930 40,437 33,470 33,470 44,850
20 26,533 4,155 4,155 40,437 16,001 16,001 40,437 52,226 52,226 63,716
25 33,864 3,146 3,146 40,437 18,480 18,480 40,437 81,326 81,326 94,338
30 43,219 2,244 2,244 40,437 21,443 21,443 40,437 127,958 127,958 136,916
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE 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
$25,000 INITIAL PREMIUM: $101,093 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 45
CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 24,204 21,704 101,093 25,660 23,160 101,093 27,115 24,615 101,093
2 27,562 23,430 20,930 101,093 26,340 23,840 101,093 29,420 26,920 101,093
3 28,941 22,676 20,426 101,093 27,042 24,792 101,093 31,932 29,682 101,093
4 30,388 21,943 19,943 101,093 27,765 25,765 101,093 34,669 32,669 101,093
5 31,907 21,230 19,480 101,093 28,511 26,761 101,093 37,651 35,901 101,093
6 33,502 20,537 19,037 101,093 29,281 27,781 101,093 40,900 39,400 101,093
7 35,178 19,862 18,612 101,093 30,074 28,824 101,093 44,433 43,183 101,093
8 36,936 19,205 18,205 101,093 30,893 29,893 101,093 48,271 47,271 101,093
9 38,783 18,566 17,816 101,093 31,737 30,987 101,093 52,441 51,691 101,093
10 40,722 17,945 17,945 101,093 32,607 32,607 101,093 56,971 56,971 101,093
15 51,973 15,470 15,470 101,093 38,340 38,340 101,093 88,673 88,673 118,821
20 66,332 13,259 13,259 101,093 45,169 45,169 101,093 140,354 140,354 171,232
25 84,659 11,282 11,282 101,093 53,218 53,218 101,093 223,296 223,296 259,023
30 108,049 9,516 9,516 101,093 62,702 62,702 101,093 355,252 355,252 380,120
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE 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
$100,000 INITIAL PREMIUM: $273,583 SPECIFIED AMOUNT
MALE: REGULAR ISSUE: AGE 55
CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 96,998 86,998 273,583 102,818 92,818 273,583 108,638 98,638 273,583
2 110,250 94,086 84,086 273,583 105,716 95,716 273,583 118,022 108,022 273,583
3 115,762 91,262 82,262 273,583 108,695 99,695 273,583 128,217 119,217 273,583
4 121,551 88,522 80,522 273,583 111,758 103,758 273,583 139,293 131,293 273,583
5 127,628 85,865 78,865 273,583 114,907 107,907 273,583 151,325 144,325 273,583
6 134,010 83,287 77,287 273,583 118,145 112,145 273,583 164,397 158,397 273,583
7 140,710 80,787 75,787 273,583 121,475 116,475 273,583 178,598 173,598 273,583
8 147,746 78,362 74,362 273,583 124,898 120,898 273,583 194,025 190,025 273,583
9 155,133 76,009 73,009 273,583 128,418 125,418 273,583 210,785 207,785 273,583
10 162,889 73,728 73,728 273,583 132,037 132,037 273,583 229,099 229,099 279,501
15 207,893 64,911 64,911 273,583 159,510 159,510 273,583 364,485 364,485 422,802
20 265,330 57,149 57,149 273,583 192,699 192,699 273,583 579,876 579,876 620,468
25 338,635 50,315 50,315 273,583 232,794 232,794 273,583 922,553 922,553 968,681
30 432,194 44,299 44,299 273,583 281,232 281,232 295,293 1,467,734 1,467,734 1,541,121
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE 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
$100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 65
CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 96,998 86,998 195,791 102,818 92,818 195,791 108,638 98,638 195,791
2 110,250 94,086 84,086 195,791 105,716 95,716 195,791 118,022 108,022 195,791
3 115,762 91,262 82,262 195,791 108,695 99,695 195,791 128,217 119,217 195,791
4 121,551 88,522 80,522 195,791 111,758 103,758 195,791 139,293 131,293 195,791
5 127,628 85,865 78,865 195,791 114,907 107,907 195,791 151,325 144,325 195,791
6 134,010 83,287 77,287 195,791 118,145 112,145 195,791 164,397 158,397 195,791
7 140,710 80,787 75,787 195,791 121,475 116,475 195,791 178,629 173,629 201,851
8 147,746 78,362 74,362 195,791 124,898 120,898 195,791 194,228 190,228 215,593
9 155,133 76,009 73,009 195,791 128,418 125,418 195,791 211,300 208,300 230,317
10 162,889 73,728 73,728 195,791 132,037 132,037 195,791 230,037 230,037 246,140
15 207,893 64,911 64,911 195,791 159,510 159,510 195,791 365,977 365,977 384,276
20 265,330 57,149 57,149 195,791 192,699 192,699 202,334 582,250 582,250 611,363
25 338,635 50,315 50,315 195,791 232,794 232,794 244,434 926,330 926,330 972,646
30 432,194 44,299 44,299 195,791 281,232 281,232 284,044 1,473,742 1,473,742 1,488,480
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE 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
$10,000 INITIAL PREMIUM: $19,579 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 65
CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,611 8,611 19,579 10,191 9,191 19,579 10,771 9,771 19,579
2 11,025 9,232 8,232 19,579 10,387 9,387 19,579 11,610 10,610 19,579
3 11,576 8,863 7,963 19,579 10,590 9,690 19,579 12,525 11,625 19,579
4 12,155 8,505 7,705 19,579 10,799 9,999 19,579 13,522 12,722 19,579
5 12,763 8,156 7,456 19,579 11,014 10,314 19,579 14,608 13,908 19,579
6 13,401 7,816 7,216 19,579 11,236 10,636 19,579 15,792 15,192 19,579
7 14,071 7,486 6,986 19,579 11,466 10,966 19,579 17,082 16,582 19,579
8 14,775 7,165 6,765 19,579 11,702 11,302 19,579 18,498 18,098 20,532
9 15,513 6,852 6,552 19,579 11,946 11,646 19,579 20,058 19,758 21,863
10 16,289 6,548 6,548 19,579 12,197 12,197 19,579 21,776 21,776 23,301
15 20,789 5,285 5,285 19,579 13,930 13,930 19,579 33,931 33,931 35,628
20 26,533 4,155 4,155 19,579 16,001 16,001 19,579 52,712 52,712 55,347
25 33,864 3,146 3,146 19,579 18,480 18,480 19,579 81,788 81,788 85,878
30 43,219 2,244 2,244 19,579 21,505 21,505 21,720 128,610 128,610 129,896
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE 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
$10,000 INITIAL PREMIUM: $40,437 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 45
GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,530 8,530 40,437 10,110 9,110 40,437 10,691 9,691 40,437
2 11,025 9,055 8,055 40,437 10,213 9,213 40,437 11,440 10,440 40,437
3 11,576 8,575 7,675 40,437 10,308 9,408 40,437 12,253 11,353 40,437
4 12,155 8,088 7,288 40,437 10,393 9,593 40,437 13,138 12,338 40,437
5 12,763 7,593 6,893 40,437 10,466 9,766 40,437 14,099 13,399 40,437
6 13,401 7,086 6,486 40,437 10,527 9,927 40,437 15,145 14,545 40,437
7 14,071 6,566 6,066 40,437 10,570 10,070 40,437 16,285 15,785 40,437
8 14,775 6,028 5,628 40,437 10,594 10,194 40,437 17,526 17,126 40,437
9 15,513 5,470 5,170 40,437 10,595 10,295 40,437 18,880 18,580 40,437
10 16,289 4,887 4,887 40,437 10,568 10,568 40,437 20,359 20,359 40,437
15 20,789 1,567 1,567 40,437 10,195 10,195 40,437 31,059 31,059 41,619
20 26,533 (*) (*) (*) 8,402 8,402 40,437 48,434 48,434 59,090
25 33,864 (*) (*) (*) 3,563 3,563 40,437 75,421 75,421 87,488
30 43,219 (*) (*) (*) (*) (*) (*) 117,613 117,613 125,846
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
56
<PAGE> 60
$25,000 INITIAL PREMIUM: $101,093 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 45
GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 24,003 21,503 101,093 25,460 22,960 101,093 26,917 24,417 101,093
2 27,562 22,992 20,492 101,093 25,910 23,410 101,093 29,000 26,500 101,093
3 28,941 21,965 19,715 101,093 26,347 24,097 101,093 31,264 29,014 101,093
4 30,388 20,919 18,919 101,093 26,770 24,770 101,093 33,730 31,730 101,093
5 31,907 19,849 18,099 101,093 27,174 25,424 101,093 36,416 34,666 101,093
6 33,502 18,750 17,250 101,093 27,555 26,055 101,093 39,344 37,844 101,093
7 35,178 17,614 16,364 101,093 27,905 26,655 101,093 42,535 41,285 101,093
8 36,936 16,434 15,434 101,093 28,219 27,219 101,093 46,010 45,010 101,093
9 38,783 15,201 14,451 101,093 28,487 27,737 101,093 49,795 49,045 101,093
10 40,722 13,905 13,905 101,093 28,702 28,702 101,093 53,926 53,926 101,093
15 51,973 6,479 6,479 101,093 29,541 29,541 101,093 83,503 83,503 111,893
20 66,332 (*) (*) (*) 27,621 27,621 101,093 130,374 130,374 159,056
25 84,659 (*) (*) (*) 19,623 19,623 101,093 203,017 203,017 235,499
30 108,049 (*) (*) (*) (*) (*) (*) 316,590 316,590 338,751
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
57
<PAGE> 61
$100,000 INITIAL PREMIUM: $273,583 SPECIFIED AMOUNT
MALE: REGULAR ISSUE: AGE 55
GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 95,719 85,719 273,583 101,546 91,546 273,583 107,374 97,374 273,583
2 110,250 91,310 81,310 273,583 102,983 92,983 273,583 115,351 105,351 273,583
3 115,762 86,756 77,756 273,583 104,300 95,300 273,583 124,002 115,002 273,583
4 121,551 82,033 74,033 273,583 105,481 97,481 273,583 133,409 125,409 273,583
5 127,628 77,114 70,114 273,583 106,504 99,504 273,583 143,662 136,662 273,583
6 134,010 71,958 65,958 273,583 107,339 101,339 273,583 154,864 148,864 273,583
7 140,710 66,517 61,517 273,583 107,948 102,948 273,583 167,130 162,130 273,583
8 147,746 60,730 56,730 273,583 108,284 104,284 273,583 180,603 176,603 273,583
9 155,133 54,532 51,532 273,583 108,296 105,296 273,583 195,452 192,452 273,583
10 162,889 47,851 47,851 273,583 107,930 107,930 273,583 211,887 211,887 273,583
15 207,893 4,931 4,931 273,583 101,362 101,362 273,583 329,569 329,569 382,299
20 265,330 (*) (*) (*) 70,587 70,587 273,583 513,938 513,938 549,914
25 338,635 (*) (*) (*) (*) (*) (*) 806,712 806,712 847,047
30 432,194 (*) (*) (*) (*) (*) (*) 1,251,366 1,251,366 1,313,934
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
58
<PAGE> 62
$10,000 INITIAL PREMIUM: $19,579 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 65
GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,410 8,410 19,579 9,993 8,993 19,579 10,576 9,576 19,579
2 11,025 8,790 7,790 19,579 9,960 8,960 19,579 11,201 10,201 19,579
3 11,576 8,135 7,235 19,579 9,898 8,998 19,579 11,884 10,984 19,579
4 12,155 7,436 6,636 19,579 9,801 9,001 19,579 12,634 11,834 19,579
5 12,763 6,687 5,987 19,579 9,663 8,963 19,579 13,462 12,762 19,579
6 13,401 5,875 5,275 19,579 9,476 8,876 19,579 14,384 13,784 19,579
7 14,071 4,986 4,486 19,579 9,229 8,729 19,579 15,417 14,917 19,579
8 14,775 4,000 3,600 19,579 8,906 8,506 19,579 16,584 16,184 19,579
9 15,513 2,893 2,593 19,579 8,491 8,191 19,579 17,916 17,616 19,579
10 16,289 1,639 1,639 19,579 7,963 7,963 19,579 19,432 19,432 20,792
15 20,789 (*) (*) (*) 2,754 2,754 19,579 30,196 30,196 31,706
20 26,533 (*) (*) (*) (*) (*) (*) 46,769 46,769 49,107
25 33,864 (*) (*) (*) (*) (*) (*) 71,233 71,233 74,794
30 43,219 (*) (*) (*) (*) (*) (*) 109,367 109,367 110,460
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
59
<PAGE> 63
$100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
MALE: SIMPLIFIED ISSUE: AGE 65
GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS INVESTMENT
INVESTMENT RETURN INVESTMENT RETURN RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 105,000 95,016 85,016 195,791 100,863 90,863 195,791 106,714 96,714 195,791
2 110,250 89,750 79,750 195,791 101,529 91,529 195,791 114,020 104,020 195,791
3 115,762 84,158 75,158 195,791 101,972 92,972 195,791 122,020 113,020 195,791
4 121,551 78,180 70,180 195,791 102,159 94,159 195,791 130,833 122,833 195,791
5 127,628 71,740 64,740 195,791 102,042 95,042 195,791 140,602 133,602 195,791
6 134,010 64,732 58,732 195,791 101,554 95,554 195,791 151,503 145,503 195,791
7 140,710 57,022 52,022 195,791 100,611 95,611 195,791 163,757 158,757 195,791
8 147,746 48,437 44,437 195,791 99,103 95,103 195,791 177,656 173,656 197,198
9 155,133 38,767 35,767 195,791 96,895 93,895 195,791 193,254 190,254 210,647
10 162,889 27,756 27,756 195,791 93,837 93,837 195,791 210,391 210,391 225,118
15 207,893 (*) (*) (*) 60,968 60,968 195,791 330,244 330,244 346,756
20 265,330 (*) (*) (*) (*) (*) (*) 512,272 512,272 537,885
25 338,635 (*) (*) (*) (*) (*) (*) 780,229 780,229 819,241
30 432,194 (*) (*) (*) (*) (*) (*) 1,197,924 1,197,924 1,209,903
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE "MONTHLY
DEDUCTION" AND "SURRENDER CHARGES" SECTION OF THE PROSPECTUS.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
RETURN LESS THE AVERAGE FUND MANAGEMENT EXPENSE DESCRIBED 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 NATIONWIDE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
60
<PAGE> 64
APPENDIX C: PERFORMANCE SUMMARY INFORMATION
The following performance tables display historical investments results of the
underlying mutual fund sub-accounts. This information may be useful in helping
potential investors in deciding which underlying mutual fund sub-accounts to
choose and in assessing the competence of the underlying mutual funds'
investment advisers. The performance figures shown be considered in light of the
investment objectives and policies, characteristics and quality of the
underlying portfolios of the underlying mutual funds, and the market conditions
during the periods of time quoted. The performance figures should not be
considered as estimates or predictions of future performance. Investment return
and the principal value of the underlying mutual fund sub-accounts are not
guaranteed and will fluctuate so that a policy owner's units, when redeemed, may
be worth more or less than their original cost.
61
<PAGE> 65
<TABLE>
<CAPTION>
PERFORMANCE TABLES
TOTAL RETURN
-----------------------------------------------------------------------------------------------------------------
ANNUAL NON ANNUALIZED
PERCENTAGE CHANGE PERCENTAGE CHANGE
------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
FUND UNIT 1 MO 1 YR 2 YRS 3 YRS. 5 YRS. INCEPTION
UNDERLYING INVESTMENT INCEPTION VALUES 1997 1998 1999 TO TO TO TO TO TO
OPTIONS DATE** 12/31/99 12/31/99 12/31/99 12/31/99 12/31/99 12/31/99 12/31/99
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Century VP Income 10/30/97 14.97 NA 26.86 18.02 5.96 18.02 49.73 NA NA 61.40
& Growth
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP 05/01/94 19.48 18.63 18.76 64.04 20.77 64.04 94.81 131.12 196.70 181.86
International
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Value 05/01/96 10.39 26.08 4.81 -0.85 -1.00 -0.85 3.92 31.03 NA 47.12
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus Investment 04/30/99 12.93 NA NA NA NA 15.77 NA NA NA 29.20
Portfolios-European Equity
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially 10/06/93 16.83 28.43 29.38 30.08 8.53 30.08 68.30 116.15 252.60 284.18
Responsible Growth Fund,
Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund, 09/29/89 15.46 32.96 28.21 20.60 5.85 20.60 54.63 105.59 244.57 421.16
Inc,
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus Variable 04/05/93 14.51 28.05 30.22 11.46 2.46 11.46 45.13 85.84 211.55 242.65
Investment Fund-
Appreciation Portfolio
(formerly, Dreyfus
Variable Investment Fund-
Capital Appreciation
Portfolio)
- ------------------------------------------------------------------------------------------------------------------------------------
Federated Insurance 04/22/99 9.87 NA NA NA -0.41 NA NA NA NA -2.00
Series-Federated Quality
Bond Fund II
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity Income 10/09/86 11.85 28.05 11.54 6.25 1.02 6.25 18.52 51.77 134.31 451.00
Portfolio: Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth 10/09/86 19.13 23.45 39.38 37.29 10.08 37.29 91.34 136.21 266.77 871.37
Portfolio: Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income 09/19/85 10.33 17.58 -4.42 8.07 2.27 8.07 3.29 21.45 67.03 338.78
Portfolio: Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas 01/28/87 16.05 11.56 12.64 42.46 11.62 42.46 60.47 79.01 122.28 280.45
Portfolio: Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio: Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP III Growth 01/03/95 12.97 29.95 24.51 4.18 2.35 4.18 29.71 68.56 NA 164.19
Opportunities Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Capital Appreciation 04/15/92 13.55 34.49 29.96 4.28 -1.24 4.28 35.52 82.27 197.40 241.72
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund 11/08/82 10.64 9.67 8.91 -2.35 -0.76 -2.35 6.35 16.63 43.32 313.47
NSAT Money Market Fund 11/10/81 11.04 5.27 5.27 4.85 0.45 4.85 10.38 16.19 29.07 231.65
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Total Return Fund 11/08/82 12.63 29.43 18.07 6.94 -0.07 6.94 26.27 63.43 157.06 1132.55
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Balanced 10/31/97 10.90 NA 8.07 0.87 -1.09 0.87 9.01 NA NA 10.60
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Equity 10/31/97 13.64 NA 15.13 18.49 5.04 18.49 36.42 NA NA 38.84
Income Bond
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Global 50 10/31/97 14.65 NA 19.14 22.92 6.98 22.92 46.45 NA NA 48.17
Fund (formerly, NSAT
Nationwide Global Equity
Fund)
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide High 10/31/97 10.92 NA 5.80 3.19 0.97 3.19 9.17 NA NA 11.66
Income Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Mid Cap 10/31/97 13.40 NA 10.81 20.92 5.76 20.92 33.99 NA NA 33.51
Index Fund (formerly NSAT
Nationwide Select Advisers
Mid Cap Fund)
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Multi 10/31/97 10.42 NA 2.60 1.56 0.99 1.56 4.20 NA NA 5.28
Sector Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap 05/03/99 20.50 NA NA NA 27.81 NA NA NA NA 105.01
Growth Fund (formerly,
NSAT Nationwide Select
Advisers Small Cap Growth
Fund)
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small Cap 10/31/97 12.39 NA -3.06 27.84 7.34 27.84 23.92 NA NA 21.92
Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Small 10/23/95 14.55 17.35 1.01 44.02 15.58 44.02 45.47 70.71 NA 139.82
Company Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Strategic 10/31/97 21.17 NA 14.59 84.75 17.10 84.75 111.71 NA NA 116.36
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide Strategic 10/37/97 9.73 NA 0.39 -3.07 0.35 -3.07 -2.69 NA NA -1.11
Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT 11/03/97 15.13 NA 31.67 14.93 3.59 14.93 51.33 NA NA 59.20
Guardian Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Mid 11/03/97 21.43 NA 39.28 53.89 20.48 53.89 114.34 NA NA 151.21
Cap Growth Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT 03/22/94 11.19 31.25 4.21 7.37 3.42 7.37 11.89 46.85 159.68 153.70
Partners Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable 08/15/86 20.63 11.67 12.36 83.60 19.27 83.60 106.30 130.38 267.05 943.66
Account Funds -
Oppenheimer Aggressive
Growth Fund/VA
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable 04/03/85 17.57 26.69 24.00 41.66 14.87 41.66 75.65 122.54 280.67 995.14
Account Funds -
Oppenheimer Capital
Appreciation Fund/VA
(formerly, Oppenheimer
Growth Fund)
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable 07/05/95 12.74 32.48 4.70 21.71 5.98 21.71 27.43 68.82 NA 180.19
Account Funds -
Oppenheimer Main Street
Growth & Income Fund/VA
(formerly, Oppenheimer
Growth & Income Fund)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE TABLES
TOTAL RETURN
ANNUALIZED PERCENTAGE CHANGE
- ----------------------------------------------------------------
3 YRS. 5 YRS. INCEPTION
UNDERLYING INVESTMENT TO TO TO
OPTIONS 12/31/99 12/31/99 12/31/99
- ----------------------------------------------------------------
<S> <C> <C> <C>
American Century VP Income NA NA 24.69
& Growth
- -------------------------------------------------------------
American Century VP 32.21 24.30 20.09
International
- --------------------------------------------------------------
American Century VP Value 9.43 NA 11.11
- ---------------------------------------------------------------
Dreyfus Investment NA NA NA
Portfolios-European Equity
Portfolio
- ---------------------------------------------------------------
The Dreyfus Socially 29.30 28.66 24.10
Responsible Growth Fund,
Inc.
- ---------------------------------------------------------------
Dreyfus Stock Index Fund, 27.15 28.07 17.47
Inc,
- ---------------------------------------------------------------
Dreyfus Variable 22.95 25.52 20.06
Investment Fund-
Appreciation Portfolio
(formerly, Dreyfus
Variable Investment Fund-
Capital Appreciation
Portfolio)
- ---------------------------------------------------------------
Federated Insurance NA NA NA
Series-Federated Quality
Bond Fund II
- ---------------------------------------------------------------
Fidelity VIP Equity Income 14.92 18.57 13.77
Portfolio: Service Class
- ---------------------------------------------------------------
Fidelity VIP Growth 33.18 29.68 18.76
Portfolio: Service Class
- ---------------------------------------------------------------
Fidelity VIP High Income 6.69 10.80 10.91
Portfolio: Service Class
- ---------------------------------------------------------------
Fidelity VIP Overseas 21.42 17.32 10.89
Portfolio: Service Class
- ---------------------------------------------------------------
Portfolio: Service Class
Fidelity VIP III Growth 26.02 NA 21.48
Opportunities Portfolio:
Service Class
- ---------------------------------------------------------------
NSAT Capital Appreciation 22.15 24.36 17.28
Fund
- ---------------------------------------------------------------
NSAT Government Bond Fund 5.26 7.46 8.63
- ---------------------------------------------------------------
NSAT Money Market Fund 5.13 5.24 6.83
- ---------------------------------------------------------------
NSAT Total Return Fund 17.79 20.78 15.78
- ---------------------------------------------------------------
NSAT Nationwide Balanced NA NA 4.76
Fund
- ---------------------------------------------------------------
NSAT Nationwide Equity NA NA 16.35
Income Bond
- ---------------------------------------------------------------
NSAT Nationwide Global 50 NA NA 19.90
Fund (formerly, NSAT
Nationwide Global Equity
Fund)
- ---------------------------------------------------------------
NSAT Nationwide High NA NA 5.22
Income Bond Fund
- ---------------------------------------------------------------
NSAT Nationwide Mid Cap NA NA 14.27
Index Fund (formerly NSAT
Nationwide Select Advisers
Mid Cap Fund)
- ---------------------------------------------------------------
NSAT Nationwide Multi NA NA 2.40
Sector Bond Fund
- ---------------------------------------------------------------
NSAT Nationwide Small Cap NA NA NA
Growth Fund (formerly,
NSAT Nationwide Select
Advisers Small Cap Growth
Fund)
- ---------------------------------------------------------------
NSAT Nationwide Small Cap NA NA 9.58
Value Fund
- ---------------------------------------------------------------
NSAT Nationwide Small 19.51 NA 23.23
Company Fund
- ---------------------------------------------------------------
NSAT Nationwide Strategic NA NA 42.79
Growth Fund
- ---------------------------------------------------------------
NSAT Nationwide Strategic NA NA -0.51
Value Fund
- ---------------------------------------------------------------
Neuberger Berman AMT NA NA 24.04
Guardian Portfolio
- ---------------------------------------------------------------
Neuberger Berman AMT Mid NA NA 53.23
Cap Growth Portfolio
- ---------------------------------------------------------------
Neuberger Berman AMT 13.67 21.03 17.50
Partners Portfolio
- ---------------------------------------------------------------
Oppenheimer Variable 32.07 29.70 19.16
Account Funds -
Oppenheimer Aggressive
Growth Fund/VA
- ---------------------------------------------------------------
Oppenheimer Variable 30.58 30.65 17.63
Account Funds -
Oppenheimer Capital
Appreciation Fund/VA
(formerly, Oppenheimer
Growth Fund)
- ---------------------------------------------------------------
Oppenheimer Variable 19.07 NA 25.82
Account Funds -
Oppenheimer Main Street
Growth & Income Fund/VA
(formerly, Oppenheimer
Growth & Income Fund)
- ---------------------------------------------------------------
</TABLE>
62
<PAGE> 66
<TABLE>
<CAPTION>
PERFORMANCE TABLES - TOTAL RETURN
------------------------------------------------------------------------------------------------
Annual Percentage Non annualized
Change Percentage Change
------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Fund Unit 1 mo 1 Yr 2 Yrs 3 Yrs. 5 yrs.
Underlying Investment Inception Values 1997 1998 1999 To to to to to
Options Date** 12/31/99 12/31/99 12/31/99 12/31/99 12/31/99 12/31/99
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Universal Institutional 06/16/97 9.27 NA -28.38 29.37 6.12 29.37 -7.34 NA NA
Funds, Inc.- Emerging
Markets Debt Portfolio
(formerly, Morgan Stanley
Dean Witter Universal
Funds, Inc- Emerging
Markets Debt Portfolio)
- ----------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide 12/27/95 13.19 -11.60 -34.13 100.28 26.08 100.28 31.92 16.62 NA
Insurance Trust -
Worldwide Emerging Markets
Fund
- ----------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide 09/01/89 8.35 -1.68 -30.97 21.00 8.09 21.00 -16.47 -17.87 7.62
Insurance Trust -
Worldwide Hard Assets Fund
- ----------------------------------------------------------------------------------------------------------------------------
Van Kampen Life Investment 07/03/95 8.54 21.47 -11.62 -3.37 3.51 -3.37 -14.60 3.74 NA
Trust - Morgan Stanley
Real Estate Securities
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust- 10/31/97 11.91 NA 12.13 6.24 0.05 6.24 19.13 NA NA
Value Portfolio (formerly,
Warburg Pincus Trust -
Growth & Income Portfolio)
- ----------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - 06/30/95 16.16 -2.26 5.35 53.43 12.34 53.43 61.63 57.99 NA
International Equity
Portfolio
- ----------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust - 09/30/96 17.41 13.34 6.51 63.50 21.67 63.50 74.14 97.37 NA
Global Post-Venture
Capital Portfolio
(formerly, Warburg Pincus
Trust - Post-Venture
Capital Portfolio)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE TABLES - TOTAL RETURN
-------------------------------------------------
Annualized
Percentage Change
-------------------------------------------------
- -----------------------------------------------------------------------------
Inception 3 Yrs. 5 yrs. Inception
Underlying Investment to to to To
Options 12/31/99 12/31/99 12/31/99 12/31/99
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Universal Institutional -6.62 NA NA -2.66
Funds, Inc.- Emerging
Markets Debt Portfolio
(formerly, Morgan Stanley
Dean Witter Universal
Funds, Inc- Emerging
Markets Debt Portfolio)
- -----------------------------------------------------------------------------
Van Eck Worldwide 46.42 5.26 NA 9.93
Insurance Trust -
Worldwide Emerging Markets
Fund
- -----------------------------------------------------------------------------
Van Eck Worldwide 46.87 -6.35 1.48 3.79
Insurance Trust -
Worldwide Hard Assets Fund
- -----------------------------------------------------------------------------
Van Kampen Life Investment 57.95 1.23 NA 10.71
Trust - Morgan Stanley
Real Estate Securities
Portfolio
- -----------------------------------------------------------------------------
Warburg Pincus Trust- 23.77 NA NA 10.34
Value Portfolio (formerly,
Warburg Pincus Trust -
Growth & Income Portfolio)
- -----------------------------------------------------------------------------
Warburg Pincus Trust - 86.44 16.47 NA 14.85
International Equity
Portfolio
- -----------------------------------------------------------------------------
Warburg Pincus Trust - 92.63 25.44 NA 22.35
Global Post-Venture
Capital Portfolio
(formerly, Warburg Pincus
Trust - Post-Venture
Capital Portfolio)
- -----------------------------------------------------------------------------
</TABLE>
The preceding table displays three types of total return. Simply stated, total
return shows the percent change in unit values, with dividends and capital gains
reinvested, after the deduction of a 0.70% asset charge (and the deduction of
applicable investment advisory fees and other expenses of the underlying mutual
funds). The total return figures shown in the Annual Percentage Change and
Annualized Percentage Change columns represent annualized figures, i.e., they
show the rate of growth that would have produced the corresponding cumulative
return had performance been constant over the entire period quoted. The
Non-Annualized Percentage Change total return figures are not annual return
figures but instead represent the total percentage change in unit value over the
stated periods without annualization. THE TOTAL RETURN FIGURES DO NOT TAKE INTO
ACCOUNT THE SEVERAL OTHER POLICY CHARGES WHICH ARE DESCRIBED IN THE "POLICY
CHARGES" SECTION. THESE OTHER CHARGES INCLUDE DEDUCTIONS FROM PREMIUMS, COST OF
INSURANCE CHARGES, SURRENDER CHARGES AND A MONTHLY ADMINISTRATIVE CHARGE.
**The underlying mutual fund Inception Date is the date the underlying mutual
fund first became effective, which is not necessarily the same date the
underlying mutual fund was first made available through the variable account.
For those underlying mutual funds which have not been offered as sub-accounts
through the variable account for one of the quoted periods, the total return
figures will show the investment performance such underlying mutual funds would
have achieved (reduced by the 0.70% asset charge and Fund investment advisory
fees and expenses) had they been offered as sub-accounts through the variable
account for the period quoted. Certain underlying mutual funds are not as old as
some of the periods quoted, therefore, total return figures may not be available
for all of the periods shown.
The Janus Aspen Series - Capital Appreciation Portfolio: Service Shares, the
Janus Aspen Series Portfolio - Global Technology Portfolio: Service Shares and
the Janus Aspen Series - International Growth Portfolio: Service Shares were
added to the variable account effective January 27, 2000. Therefore, no
sub-account performance is available.
The Oppenheimer Variable Account Funds-Oppenheimer Global Securities Fund/VA,
the Strong Opportunity Fund II, Inc. and the Universal Institutional Funds,
Inc.-Mid Cap Growth Portfolio were added to the variable account effective May
1, 2000. Therefore, no sub-account performance is available.
63
<PAGE> 67
<TABLE>
<CAPTION>
PERFORMANCE TABLE - CASH VALUES
------------------------------------------------------------------------------------------------
1 Year to 2 Years to 3 Years to 12/31/99 5 Years to 10 Years to
12/31/99 12/31/99 12/31/99 12/31/99
- ------------------------------------------------------------------------------------------------------------------
Underlying Fund Cash Cash Cash Cash Cash
Investment Inception Accum Surr. Accum Surr. Accum Surr. Accum Surr. Accum Surr.
Options Date** Value Value Value Value Value Value Value Value Value Value
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Century 10/30/97 $57,754 $52,754 $71,709 $21,709 NA NA NA NA NA NA
VP Income &
Growth
- ------------------------------------------------------------------------------------------------------------------
American Century 05/01/94 $80,275 $75,275 $93,304 $43,304 $108,334 $103,834 $133,216 $129,716 NA NA
VP International
- ------------------------------------------------------------------------------------------------------------------
American Century 05/01/96 $48,520 $43,520 $49,772 $80,228 $61,417 $56,917 NA NA NA NA
VP Value
- ------------------------------------------------------------------------------------------------------------------
Dreyfus 04/30/99 NA NA NA NA NA NA NA NA NA NA
Investment
Portfolios-European
Equity Portfolio
- ------------------------------------------------------------------------------------------------------------------
The Dreyfus 10/06/93 $63,655 $58,655 $80,604 $30,604 $101,320 $96,820 $158,318 $154,818 NA NA
Socially
Responsible
Growth Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------
Dreyfus Stock 09/29/89 $59,018 $54,018 $74,057 $24,057 $96,368 $91,868 $154,711 $151,211 $206,317 $206,317
Index Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------
Dreyfus Variable 04/05/93 $54,542 $49,542 $69,510 $19,510 $87,112 $82,612 $139,886 $136,386 NA NA
Investment Fund
Appreciation
Portfolio
(formerly,
Dreyfus Variable
Investment Fund
Capital
Appreciation
Portfolio)
- ------------------------------------------------------------------------------------------------------------------
Federated 04/22/99 NA NA NA NA NA NA NA NA NA NA
Insurance
Series-Federated
Quality Bond
Fund II
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP 10/09/86 $51,996 $46,996 $56,763 $6,763 $71,140 $66,640 $105,205 $101,705 $156,219 $156,219
Equity Income
Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP 10/09/86 $67,181 $62,181 $91,642 $41,642 $110,721 $106,221 $164,676 $161,176 $248,637 $248,637
Growth
Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP 09/19/85 $52,887 $47,887 $49,471 $0,529 $56,929 $52,429 $74,995 $71,495 $130,240 $130,240
High Income
Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP 01/28/87 $69,714 $64,714 $76,853 $26,853 $83,908 $79,408 $99,802 $96,302 $118,726 $118,726
Overseas
Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP II 01/03/95 $60,752 $55,752 $77,259 $27,259 $93,821 $89,321 NA NA NA NA
Contrafund
Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP III 01/03/95 $50,982 $45,982 $62,124 $12,124 $79,011 $74,511 NA NA NA NA
Growth
Opportunities
Portfolio:
Service Class
- ------------------------------------------------------------------------------------------------------------------
NSAT Capital 04/15/92 $51,029 $46,029 $64,907 $14,907 $85,437 $80,937 $133,531 $130,031 NA NA
Appreciation Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Government 11/08/82 $47,787 $42,787 $50,936 $0,936 $54,670 $50,170 $64,352 $60,852 $84,411 $84,411
Bond Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Money 11/10/81 $51,308 $46,308 $52,863 $2,863 $54,464 $49,964 $57,954 $54,454 $65,732 $65,732
Market Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Total 11/08/82 $52,333 $47,333 $60,476 $10,476 $76,608 $72,108 $115,418 $111,918 $160,556 $160,556
Return Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $49,361 $44,361 $52,207 $2,207 NA NA NA NA NA NA
Balanced Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $57,984 $52,984 $65,338 $15,338 NA NA NA NA NA NA
Equity Income
Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $60,153 $55,153 $70,140 $20,140 NA NA NA NA NA NA
Global 50 Fund
(formerly, NSAT
Nationwide
Global Equity
Fund)
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $50,497 $45,497 $52,286 $2,286 NA NA NA NA NA NA
High Income Bond
Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $59,174 $54,174 $64,173 $14,173 NA NA NA NA NA NA
Mid Cap Index
Fund (formerly
NSAT Nationwide
Select Advisers
Mid Cap Fund)
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $49,697 $44,697 $49,904 $0,096 NA NA NA NA NA NA
Multi Sector
Bond Fund
- ------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 05/03/99 NA NA NA NA NA NA NA NA NA NA
Small Cap Growth
Fund (formerly,
NSAT Nationwide
Select Advisers
Small Cap Growth
Fund)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE TABLE - CASH VALUES
--------------------------------
Inception to
12/31/99
- -----------------------------------------
Underlying Cash
Investment Accum Surr.
Options Value Value
- -----------------------------------------
<S> <C> <C>
American Century $76,888 $72,388
VP Income &
Growth
- -----------------------------------------
American Century $124,753 $121,753
VP International
- -----------------------------------------
American Century $67,979 $63,979
VP Value
- -----------------------------------------
Dreyfus $63,681 $58,681
Investment
Portfolios-European
Equity Portfolio
- -----------------------------------------
The Dreyfus $168,229 $165,729
Socially
Responsible
Growth Fund, Inc.
- -----------------------------------------
Dreyfus Stock $210,126 $210,126
Index Fund, Inc.
- -----------------------------------------
Dreyfus Variable $148,476 $145,976
Investment Fund
Appreciation
Portfolio
(formerly,
Dreyfus Variable
Investment Fund
Capital
Appreciation
Portfolio)
- -----------------------------------------
Federated $48,214 $43,214
Insurance
Series-Federated
Quality Bond
Fund II
Fidelity VIP $214,295 $214,295
- -----------------------------------------
Equity Income
Portfolio:
Service Class
- -----------------------------------------
Fidelity VIP $378,469 $378,469
Growth
Portfolio:
Service Class
- -----------------------------------------
Fidelity VIP $168,518 $168,518
High Income
Portfolio:
Service Class
- -----------------------------------------
Fidelity VIP $147,470 $147,470
Overseas
Portfolio:
Service Class
- -----------------------------------------
Fidelity VIP II $152,438 $148,938
Contrafund
Portfolio:
Service Class
- -----------------------------------------
Fidelity VIP III $118,764 $115,264
Growth
Opportunities
Portfolio:
Service Class
- -----------------------------------------
NSAT Capital $144,924 $142,924
Appreciation Fund
- -----------------------------------------
NSAT Government $153,512 $153,512
Bond Fund
- -----------------------------------------
NSAT Money $119,513 $119,513
Market Fund
- -----------------------------------------
NSAT Total $460,808 $460,808
Return Fund
- -----------------------------------------
NSAT Nationwide $52,780 $48,280
Balanced Fund
- -----------------------------------------
NSAT Nationwide $66,257 $61,757
Equity Income
Fund
- -----------------------------------------
NSAT Nationwide $70,711 $66,211
Global 50 Fund
(formerly, NSAT
Nationwide
Global Equity
Fund)
- -----------------------------------------
NSAT Nationwide $53,287 $48,787
High Income Bond
Fund
- -----------------------------------------
NSAT Nationwide $63,715 $59,215
Mid Cap Index
Fund (formerly
NSAT Nationwide
Select Advisers
Mid Cap Fund)
- -----------------------------------------
NSAT Nationwide $50,243 $45,743
Multi Sector
Bond Fund
- -----------------------------------------
NSAT Nationwide $101,046 $96,046
Small Cap Growth
Fund (formerly,
NSAT Nationwide
Select Advisers
Small Cap Growth
Fund)
- -----------------------------------------
</TABLE>
64
<PAGE> 68
<TABLE>
<CAPTION>
PERFORMANCE TABLE - CASH VALUES
-----------------------------------------------------------------------------------------------------------------
1 Year to 2 Years to 3 Years to 12/31/99 5 Years to 10 Years to Inception to
12/31/99 12/31/99 12/31/99 12/31/99 12/31/99
- -----------------------------------------------------------------------------------------------------------------------------------
Underlying Fund Cash Cash Cash Cash Cash Cash
Investment Inception Accum Surr. Accum Surr. Accum Surr. Accum Surr. Accum Surr. Accum Surr.
Options Date** Value Value Value Value Value Value Value Value Value Value Value Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NSAT Nationwide 10/31/97 $62,558 $57,558 $59,348 $9,348 NA NA NA NA NA NA $58,181 $53,681
Small Cap Value
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/23/95 $70,477 $65,477 $69,672 $19,672 $80,019 $75,519 NA NA NA NA $109,432 $105,932
Small Company
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/31/97 $90,409 $85,409$101,398 $51,398 NA NA NA NA NA NA $103,253 $98,753
Strategic Growth
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
NSAT Nationwide 10/37/97 $47,433 $42,433 $46,604 $3,396 NA NA NA NA NA NA $47,193 $42,693
Strategic Value
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman 11/03/97 $56,243 $51,243 $72,477 $22,477 NA NA NA NA NA NA $75,973 $71,473
AMT Guardian
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman 11/03/97 $75,306 $70,306$102,657 $52,657 NA NA NA NA NA NA $119,888 $115,388
AMT Mid-Cap
Growth Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman 03/22/94 $52,542 $47,542 $53,588 $3,588 $68,837 $64,337 $116,593 $113,093 NA NA $112,056 $109,056
AMT Partners
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer 08/15/86 $89,848 $84,848 $98,804 $48,804 $107,988 $103,488 $164,804 $161,304 $259,563 $259,563 $406,211 $406,211
Variable Account
Funds -
Oppenheimer
Aggressive
Growth Fund/VA
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer 04/03/85 $69,320 $64,320 $84,127 $34,127 $104,313 $99,813 $170,921 $167,421 $219,990 $219,990 $418,370 $418,370
Variable Account
Funds -
Oppenheimer
Capital
Appreciation
Fund/VA
(formerly,
Oppenheimer
Growth Fund)
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer 07/05/95 $59,558 $54,558 $61,031 $11,031 $79,131 $74,631 NA NA NA NA $127,345 $123,845
Variable Account
Funds -
Oppenheimer Main
Street Growth &
Income Fund/VA
(formerly,
Oppenheimer
Growth & Income
Fund)
- -----------------------------------------------------------------------------------------------------------------------------------
Universal 06/16/97 $63,310 $58,310 $44,360 $5,640 NA NA NA NA NA NA $44,226 $39,726
Institutional
Funds, Inc.-
Emerging Markets
Debt Portfolio
(formerly,
Morgan Stanley
Dean Witter
Universal Funds,
Inc- Emerging
Markets Debt
Portfolio)
- -----------------------------------------------------------------------------------------------------------------------------------
Van Eck 12/27/95 $98,009 $93,009 $63,144 $13,144 $54,591 $50,091 NA NA NA NA $67,019 $63,519
Worldwide
Insurance Trust
- - Worldwide
Emerging Markets
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Van Eck 09/01/89 $59,213 $54,213 $39,987 $10,013 $38,472 $33,972 $48,321 $44,821 $54,472 $54,472 $58,974 $58,974
Worldwide
Insurance Trust
- - Worldwide Hard
Assets Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Life 07/03/95 $47,285 $42,285 $40,901 $9,099 $48,625 $44,125 NA NA NA NA $71,686 $68,186
Investment
Trust- Morgan
Stanley Real
Estate
Securities
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
65
<PAGE> 69
<TABLE>
<CAPTION>
PERFORMANCE TABLE - CASH VALUES
-----------------------------------------------------------------------------------------------------------------
1 Year to 2 Years to 3 Years to 12/31/99 5 Years to 10 Years to Inception to
12/31/99 12/31/99 12/31/99 12/31/99 12/31/99
- -----------------------------------------------------------------------------------------------------------------------------------
Underlying Fund Cash Cash Cash Cash Cash Cash
Investment Inception Accum Surr. Accum Surr. Accum Surr. Accum Surr. Accum Surr. Accum Surr.
Options Date** Value Value Value Value Value Value Value Value Value Value Value Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Warburg Pincus 10/31/97 $51,991 $46,991 $57,055 $7,055 NA NA NA NA NA NA $59,065 $54,565
Trust- Value
Portfolio
(formerly,
Warburg Pincus
Trust - Growth
& Income
Portfolio)
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus 06/30/95 $75,082 $70,082 $77,413 $27,413 $74,055 $69,555 NA NA NA NA $84,617 $81,117
Trust -
International
Equity
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus 09/30/96 $80,008 $75,008 $83,403 $33,403 $92,514 $88,014 NA NA NA NA $89,809 $85,809
Trust - Global
Post-Venture
Capital
Portfolio
(formerly,
Warburg Pincus
Trust -
Post-Venture
Capital
Portfolio)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The preceding cash value performance table shows the effect of the performance
quoted on accumulated values and cash surrender values, based on a hypothetical
single premium of $50,000 for a 50 year-old male, non-tobacco simplified, with a
level death benefit. The cash surrender value figures reflect the deduction of
all applicable policy charges, including a 0.70% asset charge, applicable cost
of insurance charges, surrender charges, and an annual administrative charge
(and the deduction of applicable investment advisory fees and other expenses of
the underlying mutual funds). See the "Policy Charges" section for more
information about these charges. The cost of insurance charges may be higher or
lower for purchasers who do not meet the profile of the hypothetical purchaser.
Illustrations reflecting a potential purchaser's specific characteristics are
available from Nationwide upon request.
**The underlying mutual fund Inception Date is the date the underlying mutual
fund first became effective, which is not necessarily the same date the
underlying mutual fund was first made available through the variable account.
For those underlying mutual funds which have not been offered as sub-accounts
through the variable account for one of the quoted periods, the total return
figures will show the investment performance such underlying mutual funds would
have achieved (reduced by the 0.70% asset charge and Fund investment advisory
fees and expenses) had they been offered as sub-accounts through the variable
account for the period quoted. Certain underlying mutual funds are not as old as
some of the periods quoted, therefore, total return figures may not be available
for all of the periods shown.
The Janus Aspen Series - Capital Appreciation Portfolio: Service Shares, the
Janus Aspen Series Portfolio - Global Technology Portfolio: Service Shares and
the Janus Aspen Series - International Growth Portfolio: Service Shares were
added to the variable account effective January 27, 2000. Therefore, no
sub-account performance is available.
The Oppenheimer Variable Account Funds-Oppenheimer Global Securities Fund/VA,
the Strong Opportunity Fund II, Inc. and the Universal Institutional Funds,
Inc.-Mid Cap Growth Portfolio were added to the variable account effective May
1, 2000. Therefore, no sub-account performance is available.
66
<PAGE> 70
<PAGE> 1
Independent Auditors' Report
----------------------------
The Board of Directors of Nationwide Life Insurance Company and Contract Owners
of Nationwide VLI Separate Account-4:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-4 (comprised of the
sub-accounts listed in note 1(b)) (collectively, "the Account") as of December
31, 1999, and the related statements of operations and changes in contract
owners' equity for the year then ended and for the period February 18, 1998
(commencement of operations) through December 31, 1998. These financial
statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
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. Our procedures included
confirmation of securities owned as of December 31, 1999, by correspondence with
the transfer agents of the underlying mutual funds. 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 financial statements referred to above present fairly,
in all material respects, the financial position of the Account as of December
31, 1999, and the results of its operations and its changes in contract owners'
equity for the year then ended and for the period February 18, 1998
(commencement of operations) through December 31, 1998, in conformity with
generally accepted accounting principles.
KPMG LLP
Columbus, Ohio
February 18, 2000
<PAGE> 2
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments at market value:
American Century VP - American Century VP Income & Growth (ACVPIncGr)
1,516,852 shares (cost $11,317,293) ....................................... $ 12,134,813
American Century VP - American Century VP International (ACVPInt)
1,236,421 shares (cost $11,263,761) ....................................... 15,455,257
American Century VP - American Century VP Value (ACVPValue)
333,310 shares (cost $2,096,957) .......................................... 1,983,194
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
217,560 shares (cost $7,489,924) .......................................... 8,500,087
Dreyfus Stock Index Fund (DryStkIx)
3,157,931 shares (cost $108,850,206) ...................................... 121,422,462
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
474,656 shares (cost $18,124,465) ......................................... 18,924,546
Dreyfus VIF - European Equity Portfolio (DryEuroEq)
8,417 shares (cost $124,331) .............................................. 134,328
Federated Insurance Series - Quality Bond Fund II (FedQualBd)
1,135,643 shares (cost $11,089,105) ....................................... 11,129,306
Fidelity VIP - Equity-Income Portfolio - Service Class (FidVIPEI)
625,133 shares (cost $15,869,177) ......................................... 16,040,900
Fidelity VIP - Growth Portfolio - Service Class (FidVIPGr)
774,261 shares (cost $35,854,940) ......................................... 42,429,507
Fidelity VIP - High Income Portfolio - Service Class (FidVIPHI)
807,088 shares (cost $8,963,595) .......................................... 9,103,953
Fidelity VIP - Overseas Portfolio - Service Class (FidVIPOv)
478,620 shares (cost $11,186,641) ......................................... 13,104,615
Fidelity VIP-II - Contrafund Portfolio - Service Class (FidVIPCon)
846,655 shares (cost $20,982,859) ......................................... 24,637,651
Fidelity VIP-III - Growth Opportunities Portfolio - Service Class (FidVIPGrOp)
442,345 shares (cost $9,827,088) .......................................... 10,227,022
Morgan Stanley - Emerging Markets Debt Portfolio (MSEmMkt)
99,824 shares (cost $676,149) ............................................. 689,781
Nationwide SAT - Balanced Fund (NSATBal)
337,856 shares (cost $3,493,555) .......................................... 3,483,298
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
832,197 shares (cost $22,564,217) ......................................... 21,395,784
Nationwide SAT - Equity Income Fund (NSATEqInc)
68,117 shares (cost $822,495) ............................................. 921,629
Nationwide SAT - Global Equity Fund (NSATGlobEq)
1,102,541 shares (cost $14,278,718) ....................................... 15,314,299
Nationwide SAT - Government Bond Fund (NSATGvtBd)
1,818,889 shares (cost $20,152,759) ....................................... 19,625,811
Nationwide SAT - High Income Bond Fund (NSATHIncBd)
856,951 shares (cost $8,305,829) .......................................... 8,158,176
Nationwide SAT - Money Market Fund (NSATMyMkt)
139,947,802 shares (cost $139,947,802) .................................... 139,947,802
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Nationwide SAT - Multi Sector Bond Fund (NSATMSecBd)
1,404,286 shares (cost $13,282,437) ....................................... 13,158,162
Nationwide SAT - Select Advisers Mid Cap Fund (NSATMidCap)
70,400 shares (cost $786,210) ............................................. 867,329
Nationwide SAT - Small Cap Growth Fund (NSATSmCapGr)
137,674 shares (cost $1,690,098) .......................................... 2,710,803
Nationwide SAT - Small Cap Value Fund (NSATSmCapV)
450,152 shares (cost $4,451,470) .......................................... 4,375,475
Nationwide SAT - Small Company Fund (NSATSmCo)
592,603 shares (cost $10,263,865) ......................................... 13,108,386
Nationwide SAT - Strategic Growth Fund (NSATStrGro)
534,092 shares (cost $9,544,415) .......................................... 10,916,848
Nationwide SAT - Strategic Value Fund (NSATStrVal)
100,106 shares (cost $968,230) ............................................ 941,995
Nationwide SAT - Total Return Fund (NSATTotRe)
1,267,636 shares (cost $23,594,301) ....................................... 23,844,238
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
186,660 shares (cost $2,798,624) .......................................... 2,958,557
Neuberger & Berman AMT - Mid-Cap Growth Portfolio (NBAMTMCGr)
501,384 shares (cost $8,967,458) .......................................... 12,183,627
Neuberger & Berman AMT - Partners Portfolio (NBAMTPart)
379,080 shares (cost $6,993,954) .......................................... 7,445,126
Oppenheimer VAF - Aggressive Growth Fund (OppAggGro)
138,214 shares (cost $8,314,249) .......................................... 11,376,389
Oppenheimer VAF - Growth Fund (OppGro)
274,533 shares (cost $10,866,320) ......................................... 13,682,734
Oppenheimer VAF - Growth & Income Fund (OppGrInc)
280,701 shares (cost $6,119,593) .......................................... 6,913,670
Van Eck WIT - Worldwide Emerging Markets Fund (VEWrldEMkt)
188,431 shares (cost $2,005,261) .......................................... 2,687,020
Van Eck WIT - Worldwide Hard Assets Fund (VEWrldHAs)
40,565 shares (cost $424,254) ............................................. 444,596
Van Kampen LIT -
Morgan Stanley Real Estate Securities Portfolio (VKMSRESec)
126,609 shares (cost $1,668,890) .......................................... 1,566,147
Warburg Pincus Trust - Growth & Income Portfolio (WPGrInc)
96,784 shares (cost $1,147,125) ........................................... 1,150,757
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
136,868 shares (cost $1,673,971) .......................................... 2,285,689
Warburg Pincus Trust - Post Venture Capital Portfolio (WPPVenCap)
47,333 shares (cost $673,398) ............................................. 911,634
-------------
Total investments ..................................................... 648,293,403
Accounts receivable ............................................................ 190
-------------
Total assets .......................................................... 648,293,593
ACCOUNTS PAYABLE .................................................................. -
-------------
CONTRACT OWNERS' EQUITY (NOTE 7) .................................................. $ 648,293,593
=============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY
- --------------------------------
STATEMENTS OF OPERATIONS
- --------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
TOTAL ACVPIncGr
----------------------------- --------------------------
1999 1998 1999 1998
------------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 6,784,764 795,996 345 5,125
Mortality and expense charges (note 3) ........ (382,102) (7,523) (4,870) (86)
------------- ------------ ----------- ----------
Net investment income ....................... 6,402,662 788,473 (4,525) 5,039
------------- ------------ ----------- ----------
Proceeds from mutual fund shares sold ......... 201,999,339 61,803,110 4,238,041 60,422
Cost of mutual fund shares sold ............... (195,191,587) (62,074,770) (3,971,748) (58,667)
------------- ------------ ----------- ----------
Realized gain (loss) on investments ......... 6,807,752 (271,660) 266,293 1,755
Change in unrealized gain (loss) on investments 42,568,531 6,208,890 692,513 125,007
------------- ------------ ----------- ----------
Net gain (loss) on investments .............. 49,376,283 5,937,230 958,806 126,762
------------- ------------ ----------- ----------
Reinvested capital gains ...................... 6,941,880 597,466 - -
------------- ------------ ----------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 62,720,825 7,323,169 954,281 131,801
------------- ------------ ----------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 515,112,072 106,894,981 4,843,884 168,731
Transfers between funds ....................... - - 5,659,068 959,762
Surrenders .................................... (2,953,250) (205,540) (25,955) (64)
Death benefits ................................ (165,946) - (1,531) -
Policy loans (net of repayments) (note 5) ..... (4,792,558) (1,093,563) (99,683) -
Deductions for surrender charges (note 2d) .... (378,228) (2,405) (3,324) (1)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (28,207,228) (4,765,148) (410,626) (23,721)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (882,295) (148,735) (13,701) (985)
MSP contracts ............................... (49,709) (535) (1,582) (4)
SL contracts ................................ (99,794) (12,520) (1,422) (83)
------------- ------------ ----------- ----------
Net equity transactions ................... 477,583,064 100,666,535 9,945,128 1,103,635
------------- ------------ ----------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 540,303,889 107,989,704 10,899,409 1,235,436
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 107,989,704 - 1,235,436 -
------------- ------------ ----------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 648,293,593 107,989,704 12,134,845 1,235,436
============= ============ =========== ==========
<CAPTION>
ACVPint ACVPValue
------------------------- ----------------------
1999 1998 1999 1998
----------- ---------- ---------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... - 355 9,053 169
Mortality and expense charges (note 3) ........ (3,029) (173) (698) (44)
----------- ---------- ---------- --------
Net investment income ....................... (3,029) 182 8,355 125
----------- ---------- ---------- --------
Proceeds from mutual fund shares sold ......... 2,517,615 613,620 1,027,473 216,392
Cost of mutual fund shares sold ............... (1,889,551) (614,510) (1,065,502) (220,562)
----------- ---------- ---------- --------
Realized gain (loss) on investments ......... 628,064 (890) (38,029) (4,170)
Change in unrealized gain (loss) on investments 4,031,727 159,768 (142,040) 28,277
----------- ---------- ---------- --------
Net gain (loss) on investments .............. 4,659,791 158,878 (180,069) 24,107
----------- ---------- ---------- --------
Reinvested capital gains ...................... - 3,644 85,768 1,997
----------- ---------- ---------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 4,656,762 162,704 (85,946) 26,229
----------- ---------- ---------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 3,440,338 489,914 698,376 218,019
Transfers between funds ....................... 5,542,573 1,905,042 905,970 409,201
Surrenders .................................... (6,193) - (7,715) (20)
Death benefits ................................ (3,352) - - -
Policy loans (net of repayments) (note 5) ..... (114,731) (2,833) (15,452) (1,893)
Deductions for surrender charges (note 2d) .... (793) - (988) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (514,310) (73,254) (132,120) (23,676)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (21,791) (2,574) (5,363) (827)
MSP contracts ............................... (570) (9) (203) (3)
SL contracts ................................ (1,478) (217) (147) (70)
----------- ---------- ---------- --------
Net equity transactions ................... 8,319,693 2,316,069 1,442,358 600,731
----------- ---------- ---------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 12,976,455 2,478,773 1,356,412 626,960
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 2,478,773 - 626,960 -
----------- ---------- ---------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 15,455,228 2,478,773 1,983,372 626,960
=========== ========== ========== ========
</TABLE>
<PAGE> 5
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- -------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- -------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
DrySRGro DryStkix
------------------------- ---------------------------
1999 1998 1999 1998
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 1,039 2,114 694,199 64,671
Mortality and expense charges (note 3) ........ (849) (96) (80,224) (1,001)
----------- ---------- ------------ -----------
Net investment income ....................... 190 2,018 613,975 63,670
----------- ---------- ------------ -----------
Proceeds from mutual fund shares sold ......... 620,665 292,403 3,651,059 2,855,607
Cost of mutual fund shares sold ............... (483,300) (279,293) (3,038,322) (2,928,820)
----------- ---------- ------------ -----------
Realized gain (loss) on investments ......... 137,365 13,110 612,737 (73,213)
Change in unrealized gain (loss) on investments 901,808 108,355 11,117,238 1,455,019
----------- ---------- ------------ -----------
Net gain (loss) on investments .............. 1,039,173 121,465 11,729,975 1,381,806
----------- ---------- ------------ -----------
Reinvested capital gains ...................... 279,678 47,900 672,634 12,311
----------- ---------- ------------ -----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 1,319,041 171,383 13,016,584 1,457,787
----------- ---------- ------------ -----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 2,335,241 544,259 41,330,848 3,047,695
Transfers between funds ....................... 4,065,765 721,262 57,817,925 10,358,645
Surrenders .................................... (13,484) (97) (626,906) (430)
Death benefits ................................ (18,063) - (24,555) -
Policy loans (net of repayments) (note 5) ..... (33,299) (1,497) (192,790) (9,416)
Deductions for surrender charges (note 2d) .... (1,727) (1) (80,289) (5)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (506,680) (61,633) (4,045,059) (463,310)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (17,385) (1,607) (134,875) (15,073)
MSP contracts ............................... (332) (6) (4,126) (54)
SL contracts ................................ (913) (135) (11,443) (1,269)
----------- ---------- ------------ -----------
Net equity transactions ................... 5,809,123 1,200,545 94,028,730 12,916,783
----------- ---------- ------------ -----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 7,128,164 1,371,928 107,045,314 14,374,570
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 1,371,928 - 14,374,570 -
----------- ---------- ------------ -----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 8,500,092 1,371,928 121,419,884 14,374,570
=========== ========== ============ ===========
<CAPTION>
DryCapAp DryEuroEq
------------------------- ---------------------------
1999 1998 1999 1998
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 102,225 7,616 266 -
Mortality and expense charges (note 3) ........ (19,902) (108) - -
----------- ---------- ------------ -----------
Net investment income ....................... 82,323 7,508 266 -
----------- ---------- ------------ -----------
Proceeds from mutual fund shares sold ......... 6,596,135 191,690 9,724 -
Cost of mutual fund shares sold ............... (6,226,765) (192,584) (9,364) -
----------- ---------- ------------ -----------
Realized gain (loss) on investments ......... 369,370 (894) 360 -
Change in unrealized gain (loss) on investments 649,339 150,742 9,997 -
----------- ---------- ------------ -----------
Net gain (loss) on investments .............. 1,018,709 149,848 10,357 -
----------- ---------- ------------ -----------
Reinvested capital gains ...................... 68,742 - 1,251 -
----------- ---------- ------------ -----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 1,169,774 157,356 11,874 -
----------- ---------- ------------ -----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 12,955,621 381,182 8,625 -
Transfers between funds ....................... 4,076,889 1,070,054 114,306 -
Surrenders .................................... (56,786) (44) - -
Death benefits ................................ (6,440) - - -
Policy loans (net of repayments) (note 5) ..... (32,681) (289) - -
Deductions for surrender charges (note 2d) .... (7,273) (1) - -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (701,318) (58,099) (92) -
Asset charges (note 3):
FPVUL & VEL contracts ....................... (17,976) (1,594) (32) -
MSP contracts ............................... (683) (6) (8) -
SL contracts ................................ (1,755) (134) - -
----------- ---------- ------------ -----------
Net equity transactions ................... 16,207,598 1,391,069 122,799 -
----------- ---------- ------------ -----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 17,377,372 1,548,425 134,673 -
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 1,548,425 - - -
----------- ---------- ------------ -----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 18,925,797 1,548,425 134,673 -
=========== ========== ======== ===========
</TABLE>
(Continued)
<PAGE> 6
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ----------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ----------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
FedQualBd FidVIPEi
----------------------- ------------------------
1999 1998 1999 1998
------------ ------ ---------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ - - 97,065 -
Mortality and expense charges (note 3) ....... (3,162) - (3,265) (402)
------------ ------ ---------- ----------
Net investment income ....................... (3,162) - 93,800 (402)
------------ ------ ---------- ----------
Proceeds from mutual fund shares sold ......... 193,269 - 2,794,623 1,186,510
Cost of mutual fund shares sold ............... (195,176) - (2,491,032) (1,221,597)
------------ ------ ---------- ----------
Realized gain (loss) on investments ......... (1,907) - 303,591 (35,087)
Change in unrealized gain (loss) on investments 40,201 - (277,459) 449,182
------------ ------ ---------- ----------
Net gain (loss) on investments .............. 38,294 - 26,132 414,095
------------ ------ ---------- ----------
Reinvested capital gains ...................... - - 214,564 -
------------ ------ ---------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 35,132 - 334,496 413,693
------------ ------ ---------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 3,119,190 - 4,448,956 1,622,388
Transfers between funds ....................... 8,049,110 - 6,896,656 3,964,871
Surrenders .................................... - - (80,452) (401)
Death benefits ................................ - - (1,391) -
Policy loans (net of repayments) (note 5) ..... - - (144,802) (6,242)
Deductions for surrender charges (note 2d) .... - - (10,304) (5)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (20,060) - (1,124,439) (217,638)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (31) - (43,634) (6,715)
MSP contracts ............................... (21) - (1,965) (24)
SL contracts ................................ - - (1,316) (565)
------------ ------ ---------- ----------
Net equity transactions ................... 11,148,188 - 9,937,309 5,355,669
------------ ------ ---------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 11,183,320 - 10,271,805 5,769,362
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... - - 5,769,362 -
------------ ------ ---------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 11,183,320 - 16,041,167 5,769,362
============ ====== =========== ==========
<CAPTION>
FidVIPGr FidVIPHi
------------------------- -------------------------
1999 1998 1999 1998
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 8,639 - 364,862 -
Mortality and expense charges (note 3) ....... (12,917) (249) (1,521) (245)
----------- ---------- ---------- ----------
Net investment income ....................... (4,278) (249) 363,341 (245)
----------- ---------- ---------- ----------
Proceeds from mutual fund shares sold ......... 1,070,026 759,197 926,716 848,212
Cost of mutual fund shares sold ............... (923,816) (750,697) (1,041,180) (901,996)
----------- ---------- ---------- ----------
Realized gain (loss) on investments ......... 146,210 8,500 (114,464) (53,784)
Change in unrealized gain (loss) on investments 6,093,883 480,684 103,063 37,295
----------- ---------- ---------- ----------
Net gain (loss) on investments .............. 6,240,093 489,184 (11,401) (16,489)
----------- ---------- ---------- ----------
Reinvested capital gains ...................... 543,154 - 13,640 -
----------- ---------- ---------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 6,778,969 488,935 365,580 (16,734)
----------- ---------- ---------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 13,666,314 742,777 2,442,012 685,592
Transfers between funds ....................... 20,406,545 2,489,085 3,417,897 2,964,332
Surrenders .................................... (63,057) (1,445) (30,819) -
Death benefits ................................ (10,491) - (1,204) -
Policy loans (net of repayments) (note 5) ..... (177,397) (5,968) (134,160) (1,581)
Deductions for surrender charges (note 2d) .... (8,076) (17) (3,947) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (1,671,275) (140,842) (455,068) (103,400)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (55,807) (4,257) (18,072) (3,432)
MSP contracts ............................... (2,486) (15) (1,135) (12)
SL contracts ................................ (3,848) (358) (1,596) (289)
----------- ---------- ---------- ----------
Net equity transactions ................... 32,080,422 3,078,960 5,213,908 3,541,210
----------- ---------- ---------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 38,859,391 3,567,895 5,579,488 3,524,476
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 3,567,895 - 3,524,476 -
----------- ---------- ---------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 42,427,286 3,567,895 9,103,964 3,524,476
=========== ========== ========== ==========
</TABLE>
<PAGE> 7
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ---------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
FidVIPOv FidVIPCon
-------------------------- -------------------------
1999 1998 1999 1998
------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 21,110 - 26,713 -
Mortality and expense charges (note 3) ....... (9,859) (75) (4,360) (330)
------------ ---------- ----------- ----------
Net investment income ....................... 11,251 (75) 22,353 (330)
------------ ---------- ----------- ----------
Proceeds from mutual fund shares sold ......... 7,592,272 528,529 1,218,202 974,276
Cost of mutual fund shares sold ............... (6,861,807) (553,402) (1,003,352) (947,452)
------------ ---------- ----------- ----------
Realized gain (loss) on investments ......... 730,465 (24,873) 214,850 26,824
Change in unrealized gain (loss) on investments 1,849,661 68,313 3,006,379 648,413
------------ ---------- ----------- ----------
Net gain (loss) on investments .............. 2,580,126 43,440 3,221,229 675,237
------------ ---------- ----------- ----------
Reinvested capital gains ...................... 34,048 - 195,897 -
------------ ---------- ----------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 2,625,425 43,365 3,439,479 674,907
------------ ---------- ----------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 1,371,398 233,314 6,884,353 1,117,315
Transfers between funds ....................... 8,415,589 835,812 11,647,164 3,133,469
Surrenders .................................... (26,372) (16) (454,009) (165)
Death benefits ................................ (308) - (4,599) -
Policy loans (net of repayments) (note 5) ..... (21,644) (1,574) (155,019) (2,052)
Deductions for surrender charges (note 2d) .... (3,377) - (58,146) (2)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (318,257) (34,849) (1,389,362) (173,162)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (10,339) (1,230) (50,526) (5,299)
MSP contracts ............................... (724) (4) (1,103) (19)
SL contracts ................................ (955) (103) (2,492) (446)
------------ ---------- ----------- ----------
Net equity transactions ................... 9,405,011 1,031,350 16,416,261 4,069,639
------------ ---------- ----------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 12,030,436 1,074,715 19,855,740 4,744,546
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 1,074,715 - 4,744,546 -
------------ ---------- ----------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 13,105,151 1,074,715 24,600,286 4,744,546
============ ========== =========== ==========
<CAPTION>
FidVIPGrOp VKMSEmMKt
------------------------- --------------------
1999 1998 1999 1998
----------- ---------- -------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 28,246 - 85,097 18,594
Mortality and expense charges (note 3) ....... (3,130) (168) (166) (11)
----------- ---------- -------- --------
Net investment income ....................... 25,116 (168) 84,931 18,583
----------- ---------- -------- --------
Proceeds from mutual fund shares sold ......... 613,535 309,151 218,023 268,442
Cost of mutual fund shares sold ............... (559,981) (296,203) (200,881) (301,322)
----------- ---------- -------- --------
Realized gain (loss) on investments ......... 53,554 12,948 17,142 (32,880)
Change in unrealized gain (loss) on investments 137,134 262,800 20,955 (7,323)
----------- ---------- -------- --------
Net gain (loss) on investments .............. 190,688 275,748 38,097 (40,203)
----------- ---------- -------- --------
Reinvested capital gains ...................... 55,207 - - -
----------- ---------- -------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 271,011 275,580 123,028 (21,620)
----------- ---------- -------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 3,045,388 584,874 176,047 41,423
Transfers between funds ....................... 5,377,081 1,646,479 265,717 144,407
Surrenders .................................... (191,409) (36) (137) -
Death benefits ................................ (1,216) - - -
Policy loans (net of repayments) (note 5) ..... (42,620) 29 (792) -
Deductions for surrender charges (note 2d) .... (24,514) - (17) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (632,760) (84,140) (30,191) (6,534)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (23,008) (2,917) (1,369) (152)
MSP contracts ............................... (1,943) (10) (2) (1)
SL contracts ................................ (1,552) (245) (2) (13)
----------- ---------- -------- --------
Net equity transactions ................... 7,503,447 2,144,034 409,254 179,130
----------- ---------- -------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 7,774,458 2,419,614 532,282 157,510
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 2,419,614 - 157,510 -
----------- ---------- -------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 10,194,072 2,419,614 689,792 157,510
=========== ========== ======== ========
</TABLE>
(Continued)
<PAGE> 8
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- --------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- --------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
NSATBal NSATCapAp
----------------------- --------------------------
1999 1998 1999 1998
----------- -------- ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 80,095 9,854 96,180 14,834
Mortality and expense charges (note 3) ....... (1,605) (51) (2,498) (440)
----------- -------- ----------- ----------
Net investment income ....................... 78,490 9,803 93,682 14,394
----------- -------- ----------- ----------
Proceeds from mutual fund shares sold ......... 2,788,299 316,297 4,176,681 703,904
Cost of mutual fund shares sold ............... (2,830,503) (315,924) (3,638,494) (686,965)
----------- -------- ----------- ----------
Realized gain (loss) on investments ......... (42,204) 373 538,187 16,939
Change in unrealized gain (loss) on investments (33,063) 22,806 (1,637,699) 469,266
----------- -------- ----------- ----------
Net gain (loss) on investments .............. (75,267) 23,179 (1,099,512) 486,205
----------- -------- ----------- ----------
Reinvested capital gains ...................... 495 2,184 1,352,393 174,093
----------- -------- ----------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 3,718 35,166 346,563 674,692
----------- -------- ----------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 1,611,897 87,905 9,062,429 1,531,297
Transfers between funds ....................... 1,487,269 640,480 7,693,905 4,379,971
Surrenders .................................... (107,959) - (206,070) (118)
Death benefits ................................ - - (17,696) -
Policy loans (net of repayments) (note 5) ..... (10,080) (2,200) (72,988) 731
Deductions for surrender charges (note 2d) .... (13,826) - (26,392) (1)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (211,528) (28,998) (1,637,150) (265,208)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (6,440) (840) (57,366) (7,161)
MSP contracts ............................... (439) (3) (1,785) (26)
SL contracts ................................ (638) (71) (1,205) (603)
----------- -------- ----------- ----------
Net equity transactions ................... 2,748,256 696,273 14,735,682 5,638,882
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 2,751,974 731,439 15,082,245 6,313,574
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 731,439 - 6,313,574 -
----------- -------- ----------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 3,483,413 731,439 21,395,819 6,313,574
=========== ======== =========== ==========
<CAPTION>
NSATEqInc NSATGlobEq
-------------------- -----------------------
1999 1998 1999 1998
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 1,722 896 8,364 1,950
Mortality and expense charges (note 3) ....... (71) (17) (10,207) (34)
-------- -------- ----------- --------
Net investment income ....................... 1,651 879 (1,843) 1,916
-------- -------- ----------- --------
Proceeds from mutual fund shares sold ......... 116,995 18,085 1,039,009 57,978
Cost of mutual fund shares sold ............... (100,117) (17,928) (930,501) (57,852)
-------- -------- ----------- --------
Realized gain (loss) on investments ......... 16,878 157 108,508 126
Change in unrealized gain (loss) on investments 84,114 15,021 997,392 38,188
-------- -------- ----------- --------
Net gain (loss) on investments .............. 100,992 15,178 1,105,900 38,314
-------- -------- ----------- --------
Reinvested capital gains ...................... 202 2,636 456,545 3,213
-------- -------- ----------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 102,845 18,693 1,560,602 43,443
-------- -------- ----------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 100,722 28,736 1,045,536 96,340
Transfers between funds ....................... 527,196 202,838 12,602,010 374,760
Surrenders .................................... (207) - (149,120) (20)
Death benefits ................................ - - (783) -
Policy loans (net of repayments) (note 5) ..... (1,768) - (3,556) (199)
Deductions for surrender charges (note 2d) .... (26) - (19,098) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (48,952) (5,984) (215,865) (19,705)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (1,993) (247) (4,771) (571)
MSP contracts ............................... (80) (1) (78) (2)
SL contracts ................................ (77) (21) (8,899) (48)
-------- -------- ----------- --------
Net equity transactions ................... 574,815 225,321 13,245,376 450,555
-------- -------- ----------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 677,660 244,014 14,805,978 493,998
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 244,014 - 493,998 -
-------- -------- ----------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 921,674 244,014 15,299,976 493,998
======== ======== =========== ========
</TABLE>
<PAGE> 9
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ---------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
NSATGvtBd NSATHIncBd
-------------------------- ----------------------
1999 1998 1999 1998
------------ ---------- ---------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 798,788 83,382 308,481 22,707
Mortality and expense charges (note 3) ....... (37,827) (327) (3,120) (68)
------------ ---------- ---------- --------
Net investment income ....................... 760,961 83,055 305,361 22,639
------------ ---------- ---------- --------
Proceeds from mutual fund shares sold ......... 10,418,680 1,043,507 689,933 206,929
Cost of mutual fund shares sold ............... (11,072,171) (1,033,771) (687,767) (213,860)
------------ ---------- ---------- --------
Realized gain (loss) on investments ......... (653,491) 9,736 2,166 (6,931)
Change in unrealized gain (loss) on investments (442,511) (84,436) (155,595) 7,941
------------ ---------- ---------- --------
Net gain (loss) on investments .............. (1,096,002) (74,700) (153,429) 1,010
------------ ---------- ---------- --------
Reinvested capital gains ...................... 35,939 22,403 645 -
------------ ---------- ---------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ (299,102) 30,758 152,577 23,649
------------ ---------- ---------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 5,188,264 480,508 4,145,976 116,422
Transfers between funds ....................... 10,824,196 4,241,272 3,041,733 850,224
Surrenders .................................... (7,882) (58) (1,402) -
Death benefits ................................ (779) - - -
Policy loans (net of repayments) (note 5) ..... (10,210) (822) (1,976) -
Deductions for surrender charges (note 2d) .... (1,010) (1) (180) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (747,310) (51,451) (134,672) (18,455)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (13,896) (2,112) (4,222) (756)
MSP contracts ............................... (3,046) (8) (16) (3)
SL contracts ................................ (1,057) (178) (549) (64)
------------ ---------- ---------- --------
Net equity transactions ................... 15,227,270 4,667,150 7,044,692 947,368
------------ ---------- ---------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 14,928,168 4,697,908 7,197,269 971,017
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 4,697,908 - 971,017 -
------------ ---------- ---------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 19,626,076 4,697,908 8,168,286 971,017
============ ========== ========== ========
<CAPTION>
NSATMyMkt NSATMSecBd
--------------------------- -----------------------
1999 1998 1999 1998
------------ ----------- ----------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 3,376,535 506,347 405,079 20,456
Mortality and expense charges (note 3) ....... (139,891) (1,751) (8,904) (64)
------------ ----------- ----------- --------
Net investment income ....................... 3,236,644 504,596 396,175 20,392
------------ ----------- ----------- --------
Proceeds from mutual fund shares sold ......... 104,229,444 44,230,768 824,473 678,560
Cost of mutual fund shares sold ............... (104,229,444) (44,230,768) (850,875) (682,489)
------------ ----------- ----------- --------
Realized gain (loss) on investments ......... - - (26,402) (3,929)
Change in unrealized gain (loss) on investments - - (125,056) 781
------------ ----------- ----------- --------
Net gain (loss) on investments .............. - - (151,458) (3,148)
------------ ----------- ----------- --------
Reinvested capital gains ...................... - - - 691
------------ ----------- ----------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 3,236,644 504,596 244,717 17,935
------------ ----------- ----------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 352,373,390 88,272,542 3,583,938 238,773
Transfers between funds ....................... (230,478,324) (60,507,727) 8,648,087 687,922
Surrenders .................................... (235,503) (201,196) (4,080) -
Death benefits ................................ (27,182) - 21 -
Policy loans (net of repayments) (note 5) ..... (2,684,887) (1,000,116) (7,035) (427)
Deductions for surrender charges (note 2d) .... (30,161) (2,354) (523) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (7,099,744) (1,866,745) (202,496) (20,588)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (155,882) (58,762) (5,111) (994)
MSP contracts ............................... (18,983) (210) (340) (4)
SL contracts ................................ (43,454) (4,947) (6,384) (84)
------------ ----------- ----------- --------
Net equity transactions ................... 111,599,270 24,630,485 12,006,077 904,598
------------ ----------- ----------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 114,835,914 25,135,081 12,250,794 922,533
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 25,135,081 - 922,533 -
------------ ----------- ----------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 139,970,995 25,135,081 13,173,327 922,533
============ =========== =========== ========
</TABLE>
(Continued)
<PAGE> 10
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ----------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ----------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
NSATMidCap NSATSmCapGr
--------------------- ----------------------
1999 1998 1999 1998
--------- -------- ----------- -------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 1,219 782 - -
Mortality and expense charges (note 3) ....... (9) (21) (31) -
--------- -------- ----------- -------
Net investment income ....................... 1,210 761 (31) -
--------- -------- ----------- -------
Proceeds from mutual fund shares sold ......... 104,264 48,915 11,249,953 -
Cost of mutual fund shares sold ............... (89,446) (51,817) (11,295,118) -
--------- -------- ----------- -------
Realized gain (loss) on investments ......... 14,818 (2,902) (45,165) -
Change in unrealized gain (loss) on investments 51,305 29,815 1,020,705 -
--------- -------- ----------- -------
Net gain (loss) on investments .............. 66,123 26,913 975,540 -
--------- -------- ----------- -------
Reinvested capital gains ...................... 47,431 - 101,886 -
--------- -------- ----------- -------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 114,764 27,674 1,077,395 -
--------- -------- ----------- -------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 29,706 38,598 1,120,048 -
Transfers between funds ....................... 418,208 239,349 516,673 -
Surrenders .................................... (445) - - -
Death benefits ................................ - - - -
Policy loans (net of repayments) (note 5) ..... (3,245) - - -
Deductions for surrender charges (note 2d) .... (57) - - -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (35,179) (6,590) (3,049) -
Asset charges (note 3):
FPVUL & VEL contracts ....................... (2,054) (289) (190) -
MSP contracts ............................... (35) (1) (16) -
SL contracts ................................ (34) (24) (68) -
--------- -------- ----------- -------
Net equity transactions ................... 406,865 271,043 1,633,398 -
--------- -------- ----------- -------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 521,629 298,717 2,710,793 -
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 298,717 - - -
--------- -------- ----------- -------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 820,346 298,717 2,710,793 -
========= ======== =========== =======
<CAPTION>
NSATSmCapV NSATSmCo
------------------------ -------------------------
1999 1998 1999 1998
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... - - - -
Mortality and expense charges (note 3) ....... (609) (72) (4,091) (112)
---------- ---------- ----------- ----------
Net investment income ....................... (609) (72) (4,091) (112)
---------- ---------- ----------- ----------
Proceeds from mutual fund shares sold ......... 1,400,366 119,432 1,854,552 303,745
Cost of mutual fund shares sold ............... (1,184,849) (127,976) (1,415,009) (310,124)
---------- ---------- ----------- ----------
Realized gain (loss) on investments ......... 215,517 (8,544) 439,543 (6,379)
Change in unrealized gain (loss) on investments (194,598) 118,603 2,711,547 132,974
---------- ---------- ----------- ----------
Net gain (loss) on investments .............. 20,919 110,059 3,151,090 126,595
---------- ---------- ----------- ----------
Reinvested capital gains ...................... 651,318 - 500,536 -
---------- ---------- ----------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 671,628 109,987 3,647,535 126,483
---------- ---------- ----------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 837,148 186,610 2,908,526 360,233
Transfers between funds ....................... 2,112,202 774,453 5,337,212 1,192,844
Surrenders .................................... (7,439) - (6,177) (43)
Death benefits ................................ 222 - (1,172) -
Policy loans (net of repayments) (note 5) ..... (13,801) (2,782) (23,244) (2,442)
Deductions for surrender charges (note 2d) .... (953) - (791) (1)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (244,824) (34,791) (349,442) (64,333)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (10,039) (1,048) (13,385) (2,107)
MSP contracts ............................... (356) (4) (382) (8)
SL contracts ................................ (386) (88) (788) (177)
---------- ---------- ----------- ----------
Net equity transactions ................... 2,671,774 922,350 7,850,357 1,483,966
---------- ---------- ----------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 3,343,402 1,032,337 11,497,892 1,610,449
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 1,032,337 - 1,610,449 -
---------- ---------- ----------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 4,375,739 1,032,337 13,108,341 1,610,449
========== ========== =========== ==========
</TABLE>
<PAGE> 11
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ---------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
NSATStrGro NSATStrVal
------------------------ --------------------
1999 1998 1999 1998
------------ -------- -------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ - - 5,676 1,052
Mortality and expense charges (note 3) ....... (2,128) (30) (137) (24)
------------ -------- -------- --------
Net investment income ....................... (2,128) (30) 5,539 1,028
------------ -------- -------- --------
Proceeds from mutual fund shares sold ......... 2,132,323 150,535 173,459 81,326
Cost of mutual fund shares sold ............... (1,804,973) (150,564) (155,571) (89,165)
------------ -------- -------- --------
Realized gain (loss) on investments ......... 327,350 (29) 17,888 (7,839)
Change in unrealized gain (loss) on investments 1,323,586 48,847 (70,115) 43,881
------------ -------- -------- --------
Net gain (loss) on investments .............. 1,650,936 48,818 (52,227) 36,042
------------ -------- -------- --------
Reinvested capital gains ...................... 515,885 - 22,264 -
------------ -------- -------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 2,164,693 48,788 (24,424) 37,070
------------ -------- -------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 2,422,960 106,807 113,739 26,097
Transfers between funds ....................... 6,109,550 294,315 555,257 290,790
Surrenders .................................... (8,289) - (534) -
Death benefits ................................ (1,613) - - -
Policy loans (net of repayments) (note 5) ..... (24,425) (514) (6,758) 368
Deductions for surrender charges (note 2d) .... (1,062) - (68) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (166,998) (20,594) (38,618) (7,966)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (5,799) (658) (2,342) (354)
MSP contracts ............................... (79) (2) (47) (1)
SL contracts ................................ (147) (55) (54) (30)
------------ -------- -------- --------
Net equity transactions ................... 8,324,098 379,299 620,575 308,904
------------ -------- -------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 10,488,791 428,087 596,151 345,974
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 428,087 - 345,974 -
------------ -------- -------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 10,916,878 428,087 942,125 345,974
============ ======== ======== ========
<CAPTION>
NSATTotRe NBAMTGuard
------------------------- ------------------------
1999 1998 1999 1998
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 96,396 27,487 3,977 -
Mortality and expense charges (note 3) ....... (606) (578) (679) (83)
----------- ---------- ---------- ----------
Net investment income ....................... 95,790 26,909 3,298 (83)
----------- ---------- ---------- ----------
Proceeds from mutual fund shares sold ......... 806,876 1,201,208 807,995 117,578
Cost of mutual fund shares sold ............... (784,668) (1,222,228) (670,629) (123,077)
----------- ---------- ---------- ----------
Realized gain (loss) on investments ......... 22,208 (21,020) 137,366 (5,499)
Change in unrealized gain (loss) on investments (33,899) 283,836 77,047 82,886
----------- ---------- ---------- ----------
Net gain (loss) on investments .............. (11,691) 262,816 214,413 77,387
----------- ---------- ---------- ----------
Reinvested capital gains ...................... 809,302 321,440 - -
----------- ---------- ---------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 893,401 611,165 217,711 77,304
----------- ---------- ---------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 7,871,786 2,620,309 436,993 246,176
Transfers between funds ....................... 9,589,090 5,463,668 1,360,544 891,240
Surrenders .................................... (153,144) (81) (62,331) (2)
Death benefits ................................ (25,003) - - -
Policy loans (net of repayments) (note 5) ..... (318,100) (4,594) (3,869) (318)
Deductions for surrender charges (note 2d) .... (19,613) (1) (7,983) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (2,208,818) (385,652) (169,963) (17,719)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (73,719) (10,105) (8,142) (742)
MSP contracts ............................... (3,448) (36) (127) (3)
SL contracts ................................ (2,037) (851) (100) (62)
----------- ---------- ---------- ----------
Net equity transactions ................... 14,656,994 7,682,657 1,545,022 1,118,570
----------- ---------- ---------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 15,550,395 8,293,822 1,762,733 1,195,874
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 8,293,822 - 1,195,874 -
----------- ---------- ---------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 23,844,217 8,293,822 2,958,607 1,195,874
=========== ========== ========== ==========
</TABLE>
(Continued)
<PAGE> 12
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
NBAMTMCGr NBAMTPart
------------------------ ------------------------
1999 1998 1999 1998
------------ -------- ---------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ - - 56,853 114
Mortality and expense charges (note 3) ....... (7,463) (52) (2,109) (290)
------------ -------- ---------- ----------
Net investment income ....................... (7,463) (52) 54,744 (176)
------------ -------- ---------- ----------
Proceeds from mutual fund shares sold ......... 7,840,757 140,913 787,143 862,257
Cost of mutual fund shares sold ............... (6,652,007) (137,009) (785,895) (875,740)
------------ -------- ---------- ----------
Realized gain (loss) on investments ......... 1,188,750 3,904 1,248 (13,483)
Change in unrealized gain (loss) on investments 3,039,884 176,285 196,040 255,133
------------ -------- ---------- ----------
Net gain (loss) on investments .............. 4,228,634 180,189 197,288 241,650
------------ -------- ---------- ----------
Reinvested capital gains ...................... 37,807 - 98,874 3,599
------------ -------- ---------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 4,258,978 180,137 350,906 245,073
------------ -------- ---------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 9,784,832 57,715 2,049,277 831,946
Transfers between funds ....................... (2,147,643) 560,630 1,699,822 3,231,525
Surrenders .................................... (16,427) (20) (78,561) (16)
Death benefits ................................ (4,321) - (2,713) -
Policy loans (net of repayments) (note 5) ..... (67,280) (140) (216,206) (174)
Deductions for surrender charges (note 2d) .... (2,104) - (10,061) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (350,946) (55,646) (464,515) (144,625)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (11,378) (1,407) (22,616) (4,977)
MSP contracts ............................... (459) (5) (622) (18)
SL contracts ................................ (716) (118) (1,766) (419)
------------ -------- ---------- ----------
Net equity transactions ................... 7,183,558 561,009 2,952,039 3,913,242
------------ -------- ---------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 11,442,536 741,146 3,302,945 4,158,315
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 741,146 - 4,158,315 -
------------ -------- ---------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 12,183,682 741,146 7,461,260 4,158,315
============ ======== ========== ==========
<CAPTION>
OppAggGro OppGro
------------------------- ------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... - 26 10,044 8
Mortality and expense charges (note 3) ....... (2,942) (80) (4,168) (142)
----------- ---------- ----------- ----------
Net investment income ....................... (2,942) (54) 5,876 (134)
----------- ---------- ----------- ----------
Proceeds from mutual fund shares sold ......... 1,971,772 120,154 993,762 412,555
Cost of mutual fund shares sold ............... (1,353,384) (118,908) (802,267) (391,820)
----------- ---------- ----------- ----------
Realized gain (loss) on investments ......... 618,388 1,246 191,495 20,735
Change in unrealized gain (loss) on investments 2,906,737 155,404 2,561,317 255,097
----------- ---------- ----------- ----------
Net gain (loss) on investments .............. 3,525,125 156,650 2,752,812 275,832
----------- ---------- ----------- ----------
Reinvested capital gains ...................... - 270 110,334 101
----------- ---------- ----------- ----------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 3,522,183 156,866 2,869,022 275,799
----------- ---------- ----------- ----------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 2,894,019 298,181 2,754,479 522,163
Transfers between funds ....................... 4,290,831 753,401 7,064,837 1,352,464
Surrenders .................................... (25,306) (318) (254,161) (369)
Death benefits ................................ 295 - (300) -
Policy loans (net of repayments) (note 5) ..... (37,694) (2,146) (72,268) (10,091)
Deductions for surrender charges (note 2d) .... (3,241) (4) (32,551) (4)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (416,901) (60,958) (655,772) (91,465)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (13,629) (1,372) (23,800) (2,763)
MSP contracts ............................... (182) (5) (983) (10)
SL contracts ................................ (488) (115) (390) (233)
----------- ---------- ----------- ----------
Net equity transactions ................... 6,687,704 986,664 8,779,091 1,769,692
----------- ---------- ----------- ----------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 10,209,887 1,143,530 11,648,113 2,045,491
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 1,143,530 - 2,045,491 -
----------- ---------- ----------- ----------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 11,353,417 1,143,530 13,693,604 2,045,491
=========== ========== =========== ==========
</TABLE>
<PAGE> 13
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
OppGrinc VEWrldEMkt
------------------------- ----------------------
1999 1998 1999 1998
----------- ---------- ---------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 10,187 29 - -
Mortality and expense charges (note 3) ........ (2,014) (113) (139) (20)
----------- ---------- ---------- --------
Net investment income ....................... 8,173 (84) (139) (20)
----------- ---------- ---------- --------
Proceeds from mutual fund shares sold ......... 570,677 698,919 1,092,848 70,482
Cost of mutual fund shares sold ............... (582,947) (718,580) (857,511) (84,625)
----------- ---------- ---------- --------
Realized gain (loss) on investments ......... (12,270) (19,661) 235,337 (14,143)
Change in unrealized gain (loss) on investments 713,752 80,325 663,413 18,347
----------- ---------- ---------- --------
Net gain (loss) on investments .............. 701,482 60,664 898,750 4,204
----------- ---------- ---------- --------
Reinvested capital gains ...................... 17,163 645 - -
----------- ---------- ---------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 726,818 61,225 898,611 4,184
----------- ---------- ---------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 1,687,758 284,513 322,588 90,144
Transfers between funds ....................... 3,276,499 1,343,627 1,279,757 207,921
Surrenders .................................... (24,107) (418) (1,334) -
Death benefits ................................ (9,603) - (1,149) -
Policy loans (net of repayments) (note 5) ..... (23,549) (16,228) (5,485) 410
Deductions for surrender charges (note 2d) .... (3,088) (5) (171) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (314,964) (43,383) (90,731) (13,062)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (12,409) (1,608) (4,040) (370)
MSP contracts ............................... (626) (6) (151) (1)
SL contracts ................................ (620) (135) (184) (31)
----------- ---------- ---------- --------
Net equity transactions ................... 4,575,291 1,566,357 1,499,100 285,011
----------- ---------- ---------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 5,302,109 1,627,582 2,397,711 289,195
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 1,627,582 - 289,195 -
----------- ---------- ---------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 6,929,691 1,627,582 2,686,906 289,195
=========== ========== ========== ========
<CAPTION>
VEWrldHAs VKMSRESec
-------------------- -----------------------
1999 1998 1999 1998
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... 2,469 - 54,408 34
Mortality and expense charges (note 3) ........ (295) (11) (1,163) (50)
-------- -------- ----------- --------
Net investment income ....................... 2,174 (11) 53,245 (16)
-------- -------- ----------- --------
Proceeds from mutual fund shares sold ......... 718,765 46,572 10,399,298 357,742
Cost of mutual fund shares sold ............... (692,370) (49,623) (10,439,502) (388,797)
-------- -------- ----------- --------
Realized gain (loss) on investments ......... 26,395 (3,051) (40,204) (31,055)
Change in unrealized gain (loss) on investments 22,444 (2,102) (130,048) 27,306
-------- -------- ----------- --------
Net gain (loss) on investments .............. 48,839 (5,153) (170,252) (3,749)
-------- -------- ----------- --------
Reinvested capital gains ...................... - - - 339
-------- -------- ----------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 51,013 (5,164) (117,007) (3,426)
-------- -------- ----------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 201,802 23,363 754,790 233,023
Transfers between funds ....................... 69,474 144,721 440,087 517,845
Surrenders .................................... (679) - (8,017) -
Death benefits ................................ - - (1,020) -
Policy loans (net of repayments) (note 5) ..... 216 235 (8,547) (834)
Deductions for surrender charges (note 2d) .... (87) - (1,027) -
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (29,846) (8,707) (188,335) (28,277)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (1,079) (186) (4,322) (1,116)
MSP contracts ............................... (2) (1) (107) (4)
SL contracts ................................ (159) (16) (227) (94)
-------- -------- ----------- --------
Net equity transactions ................... 239,640 159,409 983,275 720,543
-------- -------- ----------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 290,653 154,245 866,268 717,117
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 154,245 - 717,117 -
-------- -------- ----------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... 444,898 154,245 1,583,385 717,117
======== ======== =========== ========
</TABLE>
(Continued)
<PAGE> 14
NATIONWIDE VLI SEPARATE ACCOUNT-4
STATEMENTS OF CHANGES IN
CONTRACT OWNERS' EQUITY, CONTINUED
- ---------------------------------------
STATEMENTS OF OPERATIONS, CONTINUED
- ---------------------------------------
YEARS ENDED DECEMBER 31, 1999 AND FOR THE PERIOD FEBRUARY 18, 1998 (COMMENCEMENT
OF OPERATIONS) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
WPGrInc WPIntEq WPPVenCap
----------------------- ---------------------- --------------------
1999 1998 1999 1998 1999 1998
----------- -------- ---------- -------- -------- --------
<S> <C> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested dividends .......................... $ 10,150 4,521 19,282 2,873 - -
Mortality and expense charges (note 3) ........ (1,209) (50) (81) (42) (154) (13)
----------- -------- ---------- -------- -------- --------
Net investment income ....................... 8,941 4,471 19,201 2,831 (154) (13)
----------- -------- ---------- -------- -------- --------
Proceeds from mutual fund shares sold ......... 372,724 345,457 785,974 277,515 364,939 87,326
Cost of mutual fund shares sold ............... (375,164) (337,050) (670,363) (301,573) (278,265) (89,432)
----------- -------- ---------- -------- -------- --------
Realized gain (loss) on investments ......... (2,440) 8,407 115,611 (24,058) 86,674 (2,106)
Change in unrealized gain (loss) on investments (2,238) 5,870 581,395 30,323 208,276 29,961
----------- -------- ---------- -------- -------- --------
Net gain (loss) on investments .............. (4,678) 14,277 697,006 6,265 294,950 27,855
----------- -------- ---------- -------- -------- --------
Reinvested capital gains ...................... 18,278 - - - - -
----------- -------- ---------- -------- -------- --------
Net increase (decrease) in contract owners'
equity resulting from operations ........ 22,541 18,748 716,207 9,096 294,796 27,842
----------- -------- ---------- -------- -------- --------
EQUITY TRANSACTIONS:
Purchase payments received from
contract owners ............................. 486,214 76,711 386,407 114,374 170,257 48,012
Transfers between funds ....................... (106) 655,643 716,698 495,343 306,681 118,060
Surrenders .................................... (2,612) - (6,378) - (1,792) (163)
Death benefits ................................ - - - - - -
Policy loans (net of repayments) (note 5) ..... (3,476) (17,477) (4,356) (891) (2,901) 404
Deductions for surrender charges (note 2d) .... (334) - (817) - (229) (2)
Redemptions to pay cost of insurance charges
and administration charges (notes 2b and 2c) (53,820) (13,090) (114,080) (19,101) (61,093) (7,797)
Asset charges (note 3):
FPVUL & VEL contracts ....................... (2,591) (558) (5,328) (733) (1,843) (237)
MSP contracts ............................... (46) (2) (367) (3) (24) (1)
SL contracts ................................ (57) (47) (328) (62) (63) (20)
----------- -------- ---------- -------- -------- --------
Net equity transactions ................... 423,172 701,180 971,451 588,927 408,993 158,256
----------- -------- ---------- -------- -------- --------
NET CHANGE IN CONTRACT OWNERS' EQUITY ........... 445,713 719,928 1,687,658 598,023 703,789 186,098
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..... 719,928 - 598,023 - 186,098 -
----------- -------- ---------- -------- -------- --------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $ 1,165,641 719,928 2,285,681 598,023 889,887 186,098
=========== ======== ========== ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 15
NATIONWIDE VLI SEPARATE ACCOUNT-4
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Nature of Operations
The Nationwide VLI Separate Account-4 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide Life
Insurance Company (the Company) on December 3, 1997. The Account has
been registered as a unit investment trust under the Investment Company
Act of 1940. On May 3, 1999, the Company (Depositor) transferred to the
Account 100,000 shares of the Nationwide SAT - Small Cap Growth Fund
for which the Account was credited with 100,000 units of the Nationwide
SAT - Small Cap Growth Fund. The value of the units purchased by the
Company on May 3, 1999 was $1,000,000.
The Company offers Flexible Premium, Modified Single Premium and
Survivorship Life Variable Life Insurance Policies through the Account.
(b) The Contracts
Only contracts without a front-end sales charge, but with a contingent
deferred sales charge and certain other fees are offered for purchase.
See note 2 for a discussion of policy charges, and note 3 for asset
charges.
Contract owners may invest in the following:
Portfolios of the American Century Variable Portfolios, Inc.
(American Century VP);
American Century VP - American Century VP Income & Growth
(ACVPIncGr)
American Century VP - American Century VP International
(ACVPInt)
American Century VP - American Century VP Value (ACVPValue)
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
Dreyfus Stock Index Fund (DryStkIx)
Portfolio of the Dreyfus Variable Investment Fund (Dreyfus VIF);
Dreyfus VIF - Capital Appreciation Portfolio (DryCapAp)
Dreyfus VIF - European Equity Portfolio (DryEuroEq)
Federated Insurance Series - Quality Bond Fund II (FedQualBd)
Portfolios of the Fidelity Variable Insurance Products Fund
(Fidelity VIP);
Fidelity VIP - Equity-Income Portfolio - Service
Class (FidVIPEI)
Fidelity VIP - Growth Portfolio - Service Class (FidVIPGr)
Fidelity VIP - High Income Portfolio - Service Class (FidVIPHI)
Fidelity VIP - Overseas Portfolio - Service Class (FidVIPOv)
Portfolio of the Fidelity Variable Insurance Products Fund II
(Fidelity VIP-II);
Fidelity VIP-II - Contrafund Portfolio - Service Class
(FidVIPCon)
Portfolio of the Fidelity Variable Insurance Products Fund III
(Fidelity VIP-III);
Fidelity VIP-III - Growth Opportunities Portfolio - Service
Class (FidVIPGrOp)
Portfolio of the Morgan Stanley Universal Funds, Inc.
(Morgan Stanley);
Morgan Stanley - Emerging Markets Debt Portfolio (MSEmMkt)
(Continued)
<PAGE> 16
NATIONWIDE VLI SEPARATE ACCOUNT-4
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Funds of the Nationwide Separate Account Trust (Nationwide SAT)
(managed for a fee by an affiliated investment advisor);
Nationwide SAT - Balanced Fund (NSATBal)
Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
Nationwide SAT - Equity Income Fund (NSATEqInc)
Nationwide SAT - Global Equity Fund (NSATGlobEq)
Nationwide SAT - Government Bond Fund (NSATGvtBd)
Nationwide SAT - High Income Bond Fund (NSATHIncBd)
Nationwide SAT - Money Market Fund (NSATMyMkt)
Nationwide SAT - Multi Sector Bond Fund (NSATMSecBd)
Nationwide SAT - Select Advisers Mid Cap Fund (NSATMidCap)
Nationwide SAT - Small Cap Growth Fund (NSATSmCapGr)
Nationwide SAT - Small Cap Value Fund (NSATSmCapV)
Nationwide SAT - Small Company Fund (NSATSmCo)
Nationwide SAT - Strategic Growth Fund (NSATStrGro)
Nationwide SAT - Strategic Value Fund (NSATStrVal)
Nationwide SAT - Total Return Fund (NSATTotRe)
Portfolios of the Neuberger & Berman Advisers Management Trust
(Neuberger &Berman AMT);
Neuberger & Berman AMT - Guardian Portfolio (NBAMTGuard)
Neuberger & Berman AMT - Mid-Cap Growth Portfolio (NBAMTMCGr)
Neuberger & Berman AMT - Partners Portfolio (NBAMTPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer VAF);
Oppenheimer VAF - Aggressive Growth Fund (OppAggGro)
Oppenheimer VAF - Growth Fund (OppGro)
Oppenheimer VAF - Growth & Income Fund (OppGrInc)
Funds of the Van Eck Worldwide Insurance Trust (Van Eck WIT);
Van Eck WIT - Worldwide Emerging Markets Fund (VEWrldEMkt)
Van Eck WIT - Worldwide Hard Assets Fund (VEWrldHAs)
Portfolio of the Van Kampen Life Investment Trust (Van Kampen
LIT);
Van Kampen LIT - Morgan Stanley Real Estate Securities Portfolio
(VKMSRESec)
Portfolios of the Warburg Pincus Trust;
Warburg Pincus Trust - Growth & Income Portfolio (WPGrInc)
Warburg Pincus Trust - International Equity Portfolio (WPIntEq)
Warburg Pincus Trust - Post Venture Capital Portfolio
(WPPVenCap)
At December 31, 1999, contract owners have invested in all of the above
funds. The contract owners' equity is affected by the investment
results of each fund, equity transactions by contract owners and
certain contract expenses (see note 2). The accompanying financial
statements include only contract owners' purchase payments pertaining
to the variable portions of their contracts and exclude any purchase
payments for fixed dollar benefits, the latter being included in the
accounts of the Company.
A contract owner may choose from among a number of different underlying
mutual fund options. 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, 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.
<PAGE> 17
(c) Security Valuation, Transactions and Related Investment Income
The market value of the underlying mutual funds is based on the closing
net asset value per share at December 31, 1999. The cost of investments
sold is determined on the specific identification basis. Investment
transactions are accounted for on the trade date (date the order to buy
or sell is executed) and dividend income is recorded on the ex-dividend
date.
(d) Federal Income Taxes
Operations of the Account form a part of, and are taxed with,
operations of the Company which is taxed as a life insurance company
under the Internal Revenue Code.
The Company does not provide for income taxes within the Account. Taxes
are the responsibility of the contract owner upon termination or
withdrawal.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, if
any, at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(f) Reclassifications
Certain 1998 amounts have been reclassified to conform with the current
period presentation.
(2) POLICY CHARGES
(a) Deductions from Premium
On flexible premium, modified single premium and survivorship life
variable life insurance contracts, the Company deducts a charge for
state premium taxes not to exceed 2.5% of all premiums received to
cover the payment of these premium taxes. Additionally, the Company
deducts a front-end sales load of up to 3.5% from each premium payment
received. The Company may at its sole discretion reduce this sales
loading.
(b) Cost of Insurance
A cost of insurance charge is assessed monthly against each contract.
The amount of the charge is based upon age, sex, rate class and net
amount at risk (death benefit less total contract value).
(c) Administrative Charges
For flexible premium, modified single premium and survivorship life
variable life insurance contracts, the Company currently deducts a
monthly administrative charge of $10 during the first policy year and
$5 per month thereafter (may deduct up to $7.50, maximum) to recover
policy maintenance, accounting, record keeping and other administrative
expenses.
The above charges are assessed against each contract by liquidating
units.
(d) Surrender Charges
Policy surrenders result in a redemption of the contract value from the
Account and payment of the surrender proceeds to the contract owner or
designee. The surrender proceeds consist of the contract value, less
any outstanding policy loans, and less a surrender charge, if
applicable. The amount of the charge is based upon a specified
percentage of the initial surrender charge which varies by issue age,
sex and rate class. For flexible premium contracts, the charge is 100%
of the initial surrender charge in the first year, declining to 30% of
the initial surrender charge in the eighth year.
No surrender charge is assessed on any contract surrendered after the
eighth year.
The Company may waive the surrender charge for certain contracts in
which the sales expenses normally associated with the distribution of a
contract are not incurred. No charges were deducted from the initial
funding, or from earnings thereon.
(Continued)
<PAGE> 18
NATIONWIDE VLI SEPARATE ACCOUNT-4
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(3) ASSET CHARGES
For flexible premium variable universal life (FPVUL) and variable executive
life (VEL) contracts, the Company deducts a charge equal to an annual
effective rate multiplied by the Cash Value attributable to the Variable
Account. The annual effective rate is 0.60% for the first $25,000 of Cash
Value attributable to the Variable Account, 0.30% for the next $225,000 of
Cash Value attributable to the Variable Account and 0.10% for all Cash
Value attributable to the Variable Account in excess of $250,000. This
charge is assessed monthly against each contract by liquidating units.
For modified single premium contracts (MSP), the Company deducts an annual
rate of .70% charged against the cash value of the contracts. This charge
is assessed monthly against each contract by liquidating units.
For surivorship life contracts (SL), the Company deducts an annual rate of
.55% in policy years one through ten. In policy years eleven and greater,
the Company deducts an annual rate of .55% if the cash value of the
contract is less than $25,000. If the cash value is greater than $25,000
but less than $100,000, the Company reduces the annual rate to .35%. If the
cash value is greater than $100,000, the company reduces the annual rate to
.20%. This charge is assessed monthly by liquidating units.
For Corporate Variable Universal Life Series, 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. Currently, this rate is 0.40% during the first through fourth
Policy Years, 0.25% during the fifth through twentieth Policy Years, and
0.10% thereafter. This charge is assessed through the daily unit value
calculation.
Nationwide may reduce or eliminate certain charges, where the size or
nature of the group results in savings in sales, underwriting,
administrative or other costs, to Nationwide. These charges may be reduced
in certain group, sponsored arrangements or special exchange programs made
available by Nationwide.
(4) DEATH BENEFITS
Death benefit proceeds result in a redemption of the contract value from
the Account and payment of those proceeds, less any outstanding policy
loans (and policy charges), to the legal beneficiary. For last survivor
flexible premium contracts, the proceeds are payable on the death of the
last surviving insured. In the event that the guaranteed death benefit
exceeds the contract value on the date of death, the excess is paid by the
Company's general account.
(5) POLICY LOANS (NET OF REPAYMENTS)
Contract provisions allow contract owners to borrow 90% of a policy's cash
surrender value. Interest is charged on the outstanding loan and is due and
payable in advance on the policy anniversary.
At the time the loan is granted, the amount of the loan is transferred from
the Account to the Company's general account as collateral for the
outstanding loan. Collateral amounts in the general account are credited
with the stated rate of interest in effect at the time the loan is made,
subject to a guaranteed minimum rate. Interest credited is paid by the
Company's general account to the Account. Loan repayments result in a
transfer of collateral including interest back to the Account.
(6) RELATED PARTY TRANSACTIONS
The Company performs various services on behalf of the Mutual Fund
Companies in which the Account invests and may receive fees for the
services performed. These services include, among other things, shareholder
communications, preparation, postage, fund transfer agency and various
other record keeping and customer service functions. These fees are paid to
an affiliate of the Company.
<PAGE> 19
(7) COMPONENTS OF CONTRACT OWNERS' EQUITY
The following is a summary of contract owners' equity at December 31, 1999:
<TABLE>
<CAPTION>
ANNUAL
Contract owners' equity represented by: UNITS UNIT VALUE RETURN(b)
--------- ----------- ---------
<S> <C> <C> <C> <C>
The BEST of AMERICA(R)
America's FUTURE Life Series(SM):
American Century VP - American
Century VP Income & Growth ............... 463,779 $ 14.972547 $ 6,943,953 18%
American Century VP - American
Century VP International ................. 625,339 19.481449 12,182,510 64%
American Century VP - American
Century VP Value ......................... 169,333 10.392110 1,759,727 (1)%
The Dreyfus Socially Responsible
Growth Fund, Inc. ........................ 480,241 16.829763 8,082,342 30%
Dreyfus Stock Index Fund .................... 3,757,311 15.462782 58,098,481 21%
Dreyfus VIF -
Capital Appreciation Portfolio ........... 505,299 14.513370 7,333,591 11%
Dreyfus VIF - European Equity Portfolio ..... 10,415 12.930654 134,673 29%(a)
Federated Insurance Series -
Quality Bond Fund II ..................... 3,972 9.869090 39,200 (1)%(a)
Fidelity VIP - Equity-Income Portfolio -
Service Class ............................ 1,196,502 11.851816 14,180,722 6%
Fidelity VIP - Growth Portfolio -
Service Class ............................ 1,564,447 19.134456 29,934,842 37%
Fidelity VIP - High Income Portfolio -
Service Class ............................ 664,736 10.329299 6,866,257 8%
Fidelity VIP - Overseas Portfolio -
Service Class ............................ 392,522 16.046561 6,298,628 42%
Fidelity VIP-II - Contrafund Portfolio -
Service Class ............................ 1,324,909 16.131283 21,372,482 24%
Fidelity VIP-III - Growth Opportunities
Portfolio - Service Class ................ 673,044 12.971233 8,730,211 4%
Morgan Stanley -
Emerging Markets Debt Portfolio .......... 62,633 9.266040 580,360 29%
Nationwide SAT - Balanced Fund .............. 224,583 10.900657 2,448,102 1%
Nationwide SAT -
Capital Appreciation Fund ................ 1,343,877 13.552350 18,212,691 4%
Nationwide SAT - Equity Income Fund ......... 66,677 13.642236 909,623 18%
Nationwide SAT - Global Equity Fund ......... 595,841 14.645021 8,726,104 23%
Nationwide SAT - Government Bond Fund ....... 509,816 10.635188 5,421,989 (2)%
Nationwide SAT - High Income Bond Fund ...... 130,767 10.917180 1,427,607 3%
Nationwide SAT - Money Market Fund .......... 4,602,015 11.037591 50,795,159 5%
Nationwide SAT - Multi Sector Bond Fund ..... 590,762 10.419701 6,155,563 2%
Nationwide SAT -
Select Advisers Mid Cap Fund ............. 61,224 13.399089 820,346 21%
Nationwide SAT - Small Cap Growth Fund ...... 32,108 20.501257 658,254 105%(a)
Nationwide SAT - Small Cap Growth Fund
Initial Funding by Depositor (note 1a) ... 100,000 20.501257 2,050,126 105%(a)
Nationwide SAT - Small Cap Value Fund ....... 345,575 12.391945 4,282,346 28%
Nationwide SAT - Small Company Fund ......... 393,286 14.547287 5,721,244 44%
</TABLE>
(continued)
<PAGE> 20
NATIONWIDE VLI SEPARATE ACCOUNT-4
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
ANNUAL
UNITS UNIT VALUE RETURN(b)
--------- ----------- ---------
<S> <C> <C> <C> <C>
Nationwide SAT - Strategic Growth Fund ...... 211,257 21.171385 4,472,603 85%
Nationwide SAT - Strategic Value Fund ....... 96,106 9.730781 935,186 (3)%
Nationwide SAT - Total Return Fund .......... 1,852,310 12.627200 23,389,489 7%
Neuberger & Berman AMT -
Guardian Portfolio ....................... 177,738 15.132896 2,689,691 15%
Neuberger & Berman AMT -
Mid-Cap Growth Portfolio ................. 280,847 21.434231 6,019,739 54%
Neuberger & Berman AMT -
Partners Portfolio ....................... 582,704 11.188893 6,519,813 7%
Oppenheimer VAF -
Aggressive Growth Fund ................... 431,151 20.629873 8,894,590 84%
Oppenheimer VAF - Growth Fund ............... 618,285 17.565274 10,860,345 42%
Oppenheimer VAF -
Growth & Income Fund ..................... 460,733 12.743006 5,871,123 22%
Van Eck WIT -
Worldwide Emerging Markets Fund .......... 194,066 13.192491 2,560,214 100%
Van Eck WIT -
Worldwide Hard Assets Fund ............... 53,013 8.353043 442,820 21%
Van Kampen LIT - Morgan Stanley
Real Estate Securities Portfolio ......... 146,473 8.539870 1,250,860 (3)%
Warburg Pincus Trust -
Growth & Income Portfolio ................ 60,100 11.912913 715,966 6%
Warburg Pincus Trust -
International Equity Portfolio ........... 138,513 16.163464 2,238,850 53%
Warburg Pincus Trust -
Post Venture Capital Portfolio ........... 46,879 17.414110 816,356 63%
The BEST of AMERICA(R)
Corporate Variable Universal Life Series(SM:)
American Century VP -
Income & Growth .......................... 355,846 12.803106 4,555,934 18%
American Century VP - American
Century VP International ................. 204,837 15.960157 3,269,231 63%
American Century VP - American
Century VP Value ......................... 23,107 9.257533 213,914 (1)%
The Dreyfus Socially Responsible
Growth Fund, Inc. ........................ 28,931 14.439525 417,750 30%
Dreyfus Stock Index Fund .................... 3,707,136 13.249543 49,117,858 20%
Dreyfus VIF -
Capital Appreciation Portfolio ........... 843,808 12.239522 10,327,807 11%
Federated Insurance Series -
Quality Bond Fund II ..................... 18 9.842943 177 (2)%(a)
Fidelity VIP - Equity-Income Portfolio -
Service Class ............................ 118,952 10.484615 1,247,166 6%
Fidelity VIP - Growth Portfolio -
Service Class ............................ 758,262 16.475102 12,492,444 37%
Fidelity VIP - High Income Portfolio -
Service Class ............................ 230,895 9.691447 2,237,707 8%
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
ANNUAL
UNITS UNIT VALUE RETURN(b)
--------- ----------- ---------
<S> <C> <C> <C> <C>
Fidelity VIP - Overseas Portfolio -
Service Class ............................ 504,007 13.491426 6,799,773 42%
Fidelity VIP-II - Contrafund Portfolio -
Service Class ............................ 230,228 14.020034 3,227,804 24%
Fidelity VIP-III - Growth Opportunities
Portfolio - Service Class ................ 125,424 11.671298 1,463,861 4%
Morgan Stanley Emerging Markets
Debt Portfolio ........................... 12,553 8.717559 109,432 29%
Nationwide SAT - Balanced Fund .............. 43,881 10.056111 441,272 0%
Nationwide SAT -
Capital Appreciation Fund ................ 65,598 11.623180 762,457 4%
Nationwide SAT - Equity Income Fund ......... 965 12.487973 12,051 18%
Nationwide SAT - Global Equity Fund ......... 468,148 12.702408 5,946,607 22%
Nationwide SAT - Government Bond Fund ....... 1,312,872 10.372218 13,617,395 (3)%
Nationwide SAT - High Income Bond Fund ...... 80,137 10.328712 827,712 3%
Nationwide SAT - Money Market Fund .......... 3,786,796 10.776865 40,809,789 4%
Nationwide SAT - Multi Sector Bond Fund ..... 460,632 10.106222 4,655,249 1%
Nationwide SAT -
Small Cap Growth Fund .................... 118 20.447188 2,413 104%(a)
Nationwide SAT -
Small Capital Value Fund ................. 8,548 10.925665 93,393 27%
Nationwide SAT - Small Company Fund ......... 72,698 12.991606 944,464 43%
Nationwide SAT - Strategic Growth Fund ...... 128,669 19.361969 2,491,285 84%
Nationwide SAT - Strategic Value Fund ....... 791 8.772237 6,939 (3)%
Nationwide SAT - Total Return Fund .......... 42,084 10.805244 454,728 7%
Neuberger & Berman AMT -
Guardian Portfolio ....................... 25,154 10.690765 268,916 14%
Neuberger & Berman AMT -
Mid-Cap Growth Portfolio ................. 315,266 17.314889 5,458,796 53%
Neuberger & Berman AMT -
Partners Portfolio ....................... 94,285 9.985118 941,447 7%
Oppenheimer VAF -
Aggressive Growth Fund ................... 138,018 17.712996 2,444,712 83%
Oppenheimer VAF - Growth Fund ............... 188,390 15.039330 2,833,259 41%
Oppenheimer VAF -
Growth & Income Fund ..................... 97,691 10.835877 1,058,568 21%
Van Eck Worldwide Emerging
Markets Fund ............................. 10,044 12.613718 126,692 99%
Van Eck WIT Worldwide Hard
Assets Fund .............................. 252 8.246159 2,078 21%
Van Kampen LIT - Morgan Stanley
Real Estate Securities Portfolio ......... 38,697 8.593033 332,525 (4)%
Warburg Pincus Trust -
Growth & Income Portfolio ................ 42,745 10.519954 449,675 6%
Warburg Pincus Trust International
Equity Portfolio ......................... 3,445 13.593893 46,831 53%
</TABLE>
(Continued)
<PAGE> 22
NATIONWIDE VLI SEPARATE ACCOUNT-4
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
ANNUAL
UNITS UNIT VALUE RETURN(b)
--------- ----------- ---------
<S> <C> <C> <C> <C>
Warburg Pincus Trust -
Post Venture Capital Portfolio ........... 4,981 14.762349 73,531 63%
The BEST of AMERICA(R)
Corporate Variable Universal Life Series(SM):
Reduced Fee Tier:
American Century VP - American
Century VP Income & Growth ............... 55,124 11.518727 634,958 15%
American Century VP - American
Century VP International ................. 218 15.993145 3,487 60%
American Century VP - American
Century VP Value ......................... 946 10.286399 9,731 3%
Dreyfus Stock Index Fund .................... 1,242,820 11.428481 14,203,545 14%
Dreyfus VIF -
Capital Appreciation Portfolio ........... 117,874 10.726699 1,264,399 7%
Federated Insurance Series -
Quality Bond Fund II ..................... 1,129,926 9.862542 11,143,943 (1)%(a)
Fidelity VIP - Equity-Income Portfolio -
Service Class ............................ 59,030 10.389282 613,279 4%
Fidelity VIP - Overseas Portfolio -
Service Class ............................ 490 13.776193 6,750 38%
Nationwide SAT - Balanced Fund .............. 59,518 9.980828 594,039 0%
Nationwide SAT -
Capital Appreciation Fund ................ 234,561 10.320007 2,420,671 3%
Nationwide SAT - Global Equity Fund ......... 52,708 11.900760 627,265 19%
Nationwide SAT - Government Bond Fund ....... 59,316 9.890955 586,692 (1)%
Nationwide SAT - High Income Bond Fund ...... 594,118 9.952512 5,912,967 0%
Nationwide SAT - Money Market Fund .......... 4,669,469 10.357933 48,366,047 4%
Nationwide SAT - Multi Sector Bond Fund ..... 232,330 10.168791 2,362,515 2%
Nationwide SAT - Small Company Fund ......... 434,818 14.816849 6,442,633 48%
Nationwide SAT - Strategic Growth Fund ...... 240,293 16.450708 3,952,990 65%
Neuberger & Berman AMT -
Mid-Cap Growth Portfolio ................. 44,838 15.726546 705,147 57%
Oppenheimer VAF -
Aggressive Growth Fund ................... 850 16.605768 14,115 66%
======== ========= -------------
$ 648,293,593
=============
</TABLE>
(a) Non-annualized. The return was computed for the period 9/27/99, 5/03/99
and 5/03/99 (effective dates) through 12/31/99 for Dreyfus VIF - European
Equities Fund, Federated Insurance Series - Federated Quality Bond Fund
II, and Nationwide SAT - Small Cap Growth Fund, respectively.
(b) The annual return does not include contract charges satisfied by
surrending units.
<PAGE> 71
<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, 1999 and
1998, 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,
1999. 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, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.
Columbus, Ohio
January 28, 2000
<PAGE> 2
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Financial Services, Inc.)
Consolidated Balance Sheets
(in millions, except per share amounts)
<TABLE>
<CAPTION>
December 31,
-----------------------------
Assets 1999 1998
------ --------- ---------
<S> <C> <C>
Investments:
Securities available-for-sale, at fair value:
Fixed maturity securities $15,294.0 $14,245.1
Equity securities 92.9 127.2
Mortgage loans on real estate, net 5,786.3 5,328.4
Real estate, net 254.8 243.6
Policy loans 519.6 464.3
Other long-term investments 73.8 44.0
Short-term investments 416.0 289.1
--------- ---------
22,437.4 20,741.7
--------- ---------
Cash 4.8 3.4
Accrued investment income 238.6 218.7
Deferred policy acquisition costs 2,554.1 2,022.2
Other assets 305.9 420.3
Assets held in separate accounts 67,135.1 50,935.8
--------- ---------
$92,675.9 $74,342.1
========= =========
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims $21,861.6 $19,767.1
Other liabilities 914.2 866.1
Liabilities related to separate accounts 67,135.1 50,935.8
--------- ---------
89,910.9 71,569.0
--------- ---------
Commitments and contingencies (notes 8 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 766.1 914.7
Retained earnings 2,011.0 1,579.0
Accumulated other comprehensive income (15.9) 275.6
--------- ---------
2,765.0 2,773.1
--------- ---------
$92,675.9 $74,342.1
========= =========
</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)
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Policy charges $ 895.5 $ 698.9 $ 545.2
Life insurance premiums 220.8 200.0 205.4
Net investment income 1,520.8 1,481.6 1,409.2
Realized (losses) gains on investments (11.6) 28.4 11.1
Other 66.1 66.8 46.5
-------- -------- --------
2,691.6 2,475.7 2,217.4
-------- -------- --------
Benefits and expenses:
Interest credited to policyholder account balances 1,096.3 1,069.0 1,016.6
Other benefits and claims 210.4 175.8 178.2
Policyholder dividends on participating policies 42.4 39.6 40.6
Amortization of deferred policy acquisition costs 272.6 214.5 167.2
Other operating expenses 463.4 419.7 384.9
-------- -------- --------
2,085.1 1,918.6 1,787.5
-------- -------- --------
Income before federal income tax expense 606.5 557.1 429.9
Federal income tax expense 201.4 190.4 150.2
-------- -------- --------
Net income $ 405.1 $ 366.7 $ 279.7
======== ======== ========
</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
Years ended December 31, 1999, 1998 and 1997
(in millions)
<TABLE>
<CAPTION>
Accumulated
Additional other Total
Common paid-in Retained comprehensive shareholder's
stock capital earnings income equity
-------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
December 31, 1996 $ 3.8 $ 527.9 $1,432.6 $173.6 $2,137.9
Comprehensive income:
Net income -- -- 279.7 -- 279.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 73.5 73.5
--------
Total comprehensive income 353.2
--------
Capital contribution -- 836.8 -- -- 836.8
--------
Dividend to shareholder -- (450.0) (400.0) -- (850.0)
------ -------- -------- ------ --------
December 31, 1997 3.8 914.7 1,312.3 247.1 2,477.9
Comprehensive income:
Net income -- -- 366.7 -- 366.7
Net unrealized gains on securities
available-for-sale arising during
the year -- -- -- 28.5 28.5
--------
Total comprehensive income 395.2
--------
Dividend to shareholder -- -- (100.0) -- (100.0)
------ -------- -------- ------ --------
December 31, 1998 3.8 914.7 1,579.0 275.6 2,773.1
Comprehensive income:
Net income -- -- 405.1 -- 405.1
Net unrealized losses on securities
available-for-sale arising during
the year -- -- -- (315.0) (315.0)
--------
Total comprehensive income 90.1
--------
Capital contribution -- 26.4 87.9 23.5 137.8
--------
Dividends to shareholder -- (175.0) (61.0) -- (236.0)
------ -------- -------- ------ --------
December 31, 1999 $ 3.8 $ 766.1 $2,011.0 $(15.9) $2,765.0
====== ======== ======== ====== ========
</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)
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 405.1 $ 366.7 $ 279.7
Adjustments to reconcile net income to net cash provided by operating
activities:
Interest credited to policyholder account balances 1,096.3 1,069.0 1,016.6
Capitalization of deferred policy acquisition costs (637.0) (584.2) (487.9)
Amortization of deferred policy acquisition costs 272.6 214.5 167.2
Amortization and depreciation 2.4 (8.5) (2.0)
Realized (gains) losses on invested assets, net 11.6 (28.4) (11.1)
Increase in accrued investment income (7.9) (8.2) (0.3)
Decrease (increase) in other assets 122.9 16.4 (12.7)
Decrease in policy liabilities (20.9) (8.3) (23.1)
Increase (decrease) in other liabilities 149.7 (34.8) 230.6
Other, net (8.6) (11.3) (10.9)
--------- --------- ---------
Net cash provided by operating activities 1,386.2 982.9 1,146.1
--------- --------- ---------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 2,307.9 1,557.0 993.4
Proceeds from sale of securities available-for-sale 513.1 610.5 574.5
Proceeds from repayments of mortgage loans on real estate 696.7 678.2 437.3
Proceeds from sale of real estate 5.7 103.8 34.8
Proceeds from repayments of policy loans and sale of other invested assets 40.9 23.6 22.7
Cost of securities available-for-sale acquired (3,724.9) (3,182.8) (2,828.1)
Cost of mortgage loans on real estate acquired (971.4) (829.1) (752.2)
Cost of real estate acquired (14.2) (0.8) (24.9)
Short-term investments, net (27.5) 69.3 (354.8)
Other, net (110.9) (88.4) (62.5)
--------- --------- ---------
Net cash used in investing activities (1,284.6) (1,058.7) (1,959.8)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from capital contributions -- -- 836.8
Cash dividends paid (188.5) (100.0) --
Increase in investment product and universal life insurance
product account balances 3,799.4 2,682.1 2,488.5
Decrease in investment product and universal life insurance
product account balances (3,711.1) (2,678.5) (2,379.8)
--------- --------- ---------
Net cash used in financing activities (100.2) (96.4) 945.5
--------- --------- ---------
Net increase (decrease) in cash 1.4 (172.2) 131.8
Cash, beginning of year 3.4 175.6 43.8
--------- --------- ---------
Cash, end of year $ 4.8 $ 3.4 $ 175.6
========= ========= =========
</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, 1999, 1998 and 1997
(1) Organization and Description of Business
Nationwide Life Insurance Company (NLIC) is a leading provider of
long-term savings and retirement products in the United States and is a
wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).
The Company develops and sells a diverse range of products including
variable annuities, fixed annuities and life insurance as well as
investment management and administrative services. NLIC markets its
products through a broad network of distribution channels, including
independent broker/dealers, national and regional brokerage firms,
financial institutions, pension plan administrators, life insurance
specialists, Nationwide Retirement Solutions sales representatives, and
Nationwide agents.
Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
Insurance Company (NLAIC), Nationwide Advisory Services, Inc., and
Nationwide Investment Services Corporation. NLIC and its subsidiaries
are collectively referred to as "the Company."
(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.
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. All significant intercompany
balances and transactions have been eliminated.
<PAGE> 7
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(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 accumulated other comprehensive income in
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, 1999 or 1998.
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.
(c) Revenues and Benefits
Investment Products and Universal Life Insurance Products:
Investment products consist primarily of individual and group
variable and fixed deferred annuities. Universal life insurance
products include universal life insurance, variable universal life
insurance, corporate owned 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.
<PAGE> 8
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(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 $915.4 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. The average interest rate credited on investment product
policy reserves was 5.6%, 6.0% and 6.1% for the years ended
December 31, 1999, 1998 and 1997, respectively.
Future policy benefits for traditional life insurance policies
have been calculated by the net level premium method using
interest rates varying from 6.0% to 10.5% and 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.
<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 29% in 1999 (40%
in 1998 and 50% in 1997) of the Company's life insurance in force,
69% in 1999 (74% in 1998 and 77% in 1997) of the number of life
insurance policies in force, and 13% in 1999 (14% in 1998 and 27%
in 1997) 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.
(j) Recently Issued Accounting Pronouncements
In March 1998, The American Institute of Certified Public
Accountant's Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The
SOP, which has been adopted prospectively as of January 1, 1999,
requires the capitalization of certain costs incurred in
connection with developing or obtaining internal use software.
Prior to the adoption of SOP 98-1, the Company expensed internal
use software related costs as incurred. The effect of adopting the
SOP was to increase net income for 1999 by $8.3 million.
In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (FAS 133). FAS 133 establishes accounting
and reporting standards for derivative instruments and for hedging
activities. Contracts that contain embedded derivatives, such as
certain investment and insurance contracts, are also addressed by
the Statement. FAS 133 requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In
July 1999 the FASB issued Statement No. 137 which delayed the
effective date of FAS 133 to fiscal years beginning after June 15,
2000. The Company plans to adopt this Statement in first quarter
2001 and is currently evaluating the impact on results of
operations and financial condition.
(k) Reclassification
Certain items in the 1998 and 1997 consolidated financial
statements have been reclassified to conform to the 1999
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, 1999 and
1998 were:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
(in millions) cost gains losses fair value
--------- ------ ------- ---------
<S> <C> <C> <C> <C>
December 31, 1999:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 428.4 $ 23.4 $ (2.4) $ 449.4
Obligations of states and political subdivisions 0.8 -- -- 0.8
Debt securities issued by foreign governments 110.6 0.6 (0.8) 110.4
Corporate securities 11,414.7 118.9 (218.6) 11,315.0
Mortgage-backed securities 3,422.8 25.8 (30.2) 3,418.4
--------- ------ ------- ---------
Total fixed maturity securities 15,377.3 168.7 (252.0) 15,294.0
Equity securities 84.9 12.4 (4.4) 92.9
--------- ------ ------- ---------
$15,462.2 $181.1 $(256.4) $15,386.9
========= ====== ======= =========
December 31, 1998:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 255.9 $ 13.0 $ -- $ 268.9
Obligations of states and political subdivisions 1.6 -- -- 1.6
Debt securities issued by foreign governments 106.5 4.5 -- 111.0
Corporate securities 9,899.6 423.2 (18.7) 10,304.1
Mortgage-backed securities 3,457.7 104.2 (2.4) 3,559.5
--------- ------ ------- ---------
Total fixed maturity securities 13,721.3 544.9 (21.1) 14,245.1
Equity securities 110.4 18.3 (1.5) 127.2
--------- ------ ------- ---------
$13,831.7 $563.2 $ (22.6) $14,372.3
========= ====== ======= =========
</TABLE>
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale as of December 31, 1999, by expected
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) cost fair value
--------- ---------
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 847.0 $ 847.0
Due after one year through five years 5,240.5 5,205.7
Due after five years through ten years 5,046.9 5,005.2
Due after ten years 4,242.9 4,236.1
--------- ---------
$15,377.3 $15,294.0
========= =========
</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 (losses) gains on securities
available-for-sale, net, were as follows as of December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998
------ -------
<S> <C> <C>
Gross unrealized (losses) gains $(75.3) $ 540.6
Adjustment to deferred policy acquisition costs 50.9 (116.6)
Deferred federal income tax 8.5 (148.4)
------ -------
$(15.9) $ 275.6
====== =======
</TABLE>
An analysis of the change in gross unrealized (losses) gains on
securities available-for-sale for the years ended December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ----- ------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(607.1) $52.6 $137.5
Equity securities (8.8) 4.2 (2.7)
------- ----- ------
$(615.9) $56.8 $134.8
======= ===== ======
</TABLE>
Proceeds from the sale of securities available-for-sale during 1999,
1998 and 1997 were $513.1 million, $610.5 million and $574.5 million,
respectively. During 1999, gross gains of $10.4 million ($9.0 million
and $9.9 million in 1998 and 1997, respectively) and gross losses of
$28.0 million ($7.6 million and $18.0 million in 1998 and 1997,
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.
The Company had $15.6 million of real estate investments at December
31, 1999 that were non-income producing the preceding twelve months.
During 1998 the Company had investments of $42.4 million that were
non-income producing, which consisted of $32.7 million of securities
available-for-sale and $9.7 million of real estate.
Real estate is presented at cost less accumulated depreciation of $24.8
million as of December 31, 1999 ($21.5 million as of December 31, 1998)
and valuation allowances of $5.5 million as of December 31, 1999 ($5.4
million as of December 31, 1998).
The recorded investment of mortgage loans on real estate considered to
be impaired was $3.7 million as of both December 31, 1999 and 1998. No
valuation allowance has been recorded for these loans as of December
31, 1999 or 1998. During 1999, the average recorded investment in
impaired mortgage loans on real estate was approximately $3.7 million
($9.1 million in 1998) and there was no interest income recognized on
those loans. Interest income recognized on impaired loans was $0.3
million in 1998 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) 1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Allowance, beginning of year $42.4 $42.5 $51.0
Additions (reductions) charged to operations 0.7 (0.1) (1.2)
Direct write-downs charged against the allowance -- -- (7.3)
Allowance on acquired mortgage loans 1.3 -- --
----- ----- -----
Allowance, end of year $44.4 $42.4 $42.5
===== ===== =====
</TABLE>
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $1,031.3 $ 982.5 $ 911.6
Equity securities 2.5 0.8 0.8
Mortgage loans on real estate 460.4 458.9 457.7
Real estate 28.8 40.4 42.9
Short-term investments 18.6 17.8 22.7
Other 26.5 30.7 21.0
-------- -------- --------
Total investment income 1,568.1 1,531.1 1,456.7
Less investment expenses 47.3 49.5 47.5
-------- -------- --------
Net investment income $1,520.8 $1,481.6 $1,409.2
======== ======== ========
</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) 1999 1998 1997
------- ----- -----
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $(25.0) $(0.7) $ 3.6
Equity securities 7.4 2.1 2.7
Mortgage loans on real estate (0.6) 3.9 1.6
Real estate and other 6.6 23.1 3.2
------ ----- -----
$(11.6) $28.4 $11.1
====== ===== =====
</TABLE>
Fixed maturity securities with an amortized cost of $9.1 million as of
December 31, 1999 and $6.5 million as of December 31, 1998 were on
deposit with various regulatory agencies as required by law.
(4) Derivative Financial Instruments
The Company uses derivative financial instruments, principally interest
rate swaps, interest rate futures contracts and foreign currency swaps,
to manage market risk exposures associated with changes in interest
rates and foreign currency exchange rates. Provided they meet specific
criteria, interest rate swaps and futures are considered hedges and are
accounted for under the accrual method and deferral method,
respectively. The Company has no significant derivative positions that
are not considered hedges.
<PAGE> 13
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Interest rate swaps are primarily used to convert specific investment
securities and interest bearing policy liabilities from a fixed-rate to
a floating-rate basis. Amounts receivable or payable under these
agreements are recognized as an adjustment to net investment income or
interest credited to policyholder account balances consistent with the
nature of the hedged item. The changes in fair value of the interest
rate swap agreements are not recognized on the balance sheet, except
for interest rate swaps designated as hedges of fixed maturity
securities available-for-sale, for which changes in fair values are
reported in accumulated other comprehensive income.
Interest rate futures contracts are primarily used to hedge the risk of
adverse interest rate changes related to the Company's mortgage loan
commitments and anticipated purchases of fixed rate investments. Gains
and losses are deferred and, at the time of closing, reflected as an
adjustment to the carrying value of the related mortgage loans or
investments. The carrying value adjustments are amortized into net
investment income over the life of the related mortgage loans or
investments.
Foreign currency swaps are used to convert cash flows from specific
policy liabilities and investments denominated in foreign currencies
into U.S. dollars at specified exchange rates. Gains and losses on
foreign currency swaps are recorded in earnings based on the related
spot foreign exchange rate at the end of the reporting period. Gains
and losses on these contracts offset those recorded as a result of
translating the hedged foreign currency denominated liabilities and
investments to U.S. dollars.
The following table summarizes the notional amount of derivative
financial instruments classified as hedges outstanding as of December
31, 1999. Prior to 1999 the Company's activities in derivatives were
not significant.
<TABLE>
<CAPTION>
(in millions)
-------------
<S> <C>
Interest rate swaps
Pay fixed/receive variable rate swaps hedging investments $362.7
Pay variable/receive fixed rate swaps hedging investments $ 28.5
Other contracts hedging investments $ 19.1
Pay variable/receive fixed rate swaps hedging liabilities $577.2
Foreign currency swaps
Hedging foreign currency denominated investments $ 14.8
Hedging foreign currency denominated liabilities $577.2
Interest rate futures contracts $781.6
</TABLE>
<PAGE> 14
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
(5) Federal Income Tax
The tax effects of temporary differences that give rise to significant
components of the net deferred tax liability as of December 31, 1999
and 1998 are as follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998
---- ----
<S> <C> <C>
Deferred tax assets:
Fixed maturity securities $ 5.3 $ --
Future policy benefits 149.5 207.7
Liabilities in separate accounts 373.6 319.9
Mortgage loans on real estate and real estate 18.5 17.5
Other assets and other liabilities 51.1 58.9
----- ------
Total gross deferred tax assets 598.0 604.0
Less valuation allowance (7.0) (7.0)
----- ------
Net deferred tax assets 591.0 597.0
----- ------
Deferred tax liabilities:
Deferred policy acquisition costs 724.4 568.7
Fixed maturity securities -- 212.2
Deferred tax on realized investment gains 34.7 34.8
Equity securities and other long-term investments 10.8 9.6
Other 26.5 21.6
------ ------
Total gross deferred tax liabilities 796.4 846.9
------ ------
Net deferred tax liability $205.4 $249.9
====== ======
</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, 1999, 1998 and 1997.
The Company's current federal income tax liability was $104.7 million
and $72.8 million as of December 31, 1999 and 1998, respectively.
Federal income tax expense for the years ended December 31 was as
follows:
(in millions) 1999 1998 1997
------ ------ ------
Currently payable $ 53.6 $186.1 $121.7
Deferred tax expense 147.8 4.3 28.5
------ ------ ------
$201.4 $190.4 $150.2
====== ====== ======
<PAGE> 15
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Total federal income tax expense for the years ended December 31, 1999,
1998 and 1997 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------- ---------------- ----------------
(in millions) Amount % Amount % Amount %
------ ---- ------ ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $212.3 35.0 $195.0 35.0 $150.5 35.0
Tax exempt interest and dividends
received deduction (7.3) (1.2) (4.9) (0.9) -- --
Income tax credits (4.3) (0.7) -- -- -- --
Other, net 0.7 0.1 0.3 0.1 (0.3) (0.1)
------ ---- ------ ---- ------ ----
Total (effective rate of each year) $201.4 33.2 $190.4 34.2 $150.2 34.9
====== ==== ====== ==== ====== ====
</TABLE>
Total federal income tax paid was $29.8 million, $173.4 million and
$91.8 million during the years ended December 31, 1999, 1998 and 1997,
respectively.
(6) Comprehensive Income
Comprehensive Income includes net income as well as certain items that
are reported directly within separate components of shareholder's
equity that bypass net income. Currently, the Company's only component
of Other Comprehensive Income is unrealized gains (losses) on
securities available-for-sale. The related before and after federal tax
amounts are as follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Unrealized gains (losses) on securities available-for-sale
arising during the period:
Gross $(665.3) $ 58.2 $141.1
Adjustment to deferred policy acquisition costs 167.5 (12.9) (21.8)
Related federal income tax (expense) benefit 171.4 (15.9) (41.7)
------- ------ ------
Net (326.4) 29.4 77.6
------- ------ ------
Reclassification adjustment for net (gains) losses on
securities available-for-sale realized during the
period:
Gross 17.6 (1.4) (6.3)
Related federal income tax expense (benefit) (6.2) 0.5 2.2
------- ------ ------
Net 11.4 (0.9) (4.1)
------- ------ ------
Total Other Comprehensive Income $(315.0) $ 28.5 $ 73.5
======= ====== ======
</TABLE>
(7) 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.
<PAGE> 16
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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. The carrying amount and fair value for fixed
maturity and equity securities exclude the fair value of
derivatives contracts designated as hedges of fixed maturity and
equity securities.
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 is net of 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> 17
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 8.
Futures contracts: The fair value for futures contracts is based
on quoted market prices.
Interest rate and foreign currency swaps: The fair value for
interest rate and foreign currency swaps are calculated with
pricing models using current rate assumptions.
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>
1999 1998
------------------------ -------------------------
Carrying Estimated Carrying Estimated
(in millions) amount fair value amount fair value
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturity securities $15,294.0 $15,294.0 $14,245.1 $14,245.1
Equity securities 92.9 92.9 128.5 128.5
Mortgage loans on real estate, net 5,786.3 5,745.5 5,328.4 5,527.6
Policy loans 519.6 519.6 464.3 464.3
Short-term investments 416.0 416.0 289.1 289.1
Cash 4.8 4.8 3.4 3.4
Assets held in separate accounts 67,135.1 67,135.1 50,935.8 50,935.8
Liabilities:
Investment contracts (16,977.7) (16,428.6) (15,468.7) (15,158.6)
Policy reserves on life insurance contracts (4,883.9) (4,607.9) (3,914.0) (3,768.9)
Liabilities related to separate accounts (67,135.1) (66,318.7) (50,935.8) (49,926.5)
Derivative financial instruments:
Interest rate swaps hedging assets 4.3 4.3 - -
Interest rate swaps hedging liabilities - (24.2) - -
Foreign currency swaps (11.8) (11.8) - -
Futures contracts 1.3 1.3 (1.3) (1.3)
</TABLE>
(8) Risk Disclosures
The following is a description of the most significant risks facing
life insurers and how the Company mitigates those risks:
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> 18
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.
Legal/Regulatory Risk: The risk that changes in the legal or regulatory
environment in which an insurer operates will result in increased
competition, reduced 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.
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 and derivative financial instruments. 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 $216.2 million
extending into 2000 were outstanding as of December 31, 1999. The
Company also had $28.0 million of commitments to purchase fixed
maturity securities outstanding as of December 31, 1999.
Notional amounts of derivative financial instruments, primarily
interest rate swaps, interest rate futures contracts and foreign
currency swaps, significantly exceed the credit risk associated with
these instruments and represent contractual balances on which
calculations of amounts to be exchanged are based. Credit exposure is
limited to the sum of the aggregate fair value of positions that have
become favorable to NLIC, including accrued interest receivable due
from counterparties. Potential credit losses are minimized through
careful evaluation of counterparty credit standing, selection of
counterparties from a limited group of high quality institutions,
collateral agreements and other contract provisions. At December 31,
1999, NLIC's credit risk from these derivative financial instruments
was $6.1 million.
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 23% (22% in 1998) in any geographic area and no more than 2% (2%
in 1998) with any one borrower as of December 31, 1999. As of December
31, 1999, 39% (42% in 1998) of the remaining principal balance of the
Company's commercial mortgage loan portfolio financed retail
properties.
<PAGE> 19
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Reinsurance: 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 $143.6 million and $187.9 million as of December 31,
1999 and 1998, 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.
(9) Pension Plan and Postretirement Benefits Other Than Pensions
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. 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. Assets of the
Retirement Plan are invested in group annuity contracts of NLIC.
Pension cost (benefit) charged to operations by the Company during the
years ended December 31, 1999, 1998 and 1997 were $(8.3) million, $2.0
million and $7.5 million, respectively. The Company has recorded a
prepaid pension asset of $13.3 million and $5.0 million as of December
31, 1999 and 1998, respectively.
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,
1999 and 1998 was $49.6 million and $40.1 million, respectively, and
the net periodic postretirement benefit cost (NPPBC) for 1999, 1998 and
1997 was $4.9 million, $4.1 million and $3.0 million, respectively.
<PAGE> 20
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
Information regarding the funded status of the pension plan as a whole
and the postretirement life and health care benefit plan as a whole as
of December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
------------------ -----------------------
(in millions) 1999 1998 1999 1998
--------------------------------------------------------- -------- -------- ------- -------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $2,185.0 $2,033.8 $ 270.1 $ 237.9
Service cost 80.0 87.6 14.2 9.8
Interest cost 109.9 123.4 17.6 15.4
Actuarial (gain) loss (95.0) 123.2 (64.4) 15.6
Plan settlement in 1999/curtailment in 1998 (396.1) (107.2) -- --
Benefits paid (72.4) (75.8) (11.0) (8.6)
Acquired companies -- -- 13.3 --
-------- -------- ------- -------
Benefit obligation at end of year 1,811.4 2,185.0 239.8 270.1
-------- -------- ------- -------
Change in plan assets:
Fair value of plan assets at beginning of year 2,541.9 2,212.9 77.9 69.2
Actual return on plan assets 161.8 300.7 3.5 5.0
Employer contribution 12.4 104.1 20.9 12.1
Plan settlement (396.1) -- -- --
Benefits paid (72.4) (75.8) (11.0) (8.4)
-------- -------- ------- -------
Fair value of plan assets at end of year 2,247.6 2,541.9 91.3 77.9
-------- -------- ------- -------
Funded status 436.2 356.9 (148.5) (192.2)
Unrecognized prior service cost 28.2 31.5 -- --
Unrecognized net (gains) losses (402.0) (345.7) (46.7) 16.0
Unrecognized net (asset) obligation at transition (7.7) (11.0) 1.1 1.3
-------- -------- ------- -------
Prepaid (accrued) benefit cost $ 54.7 $ 31.7 $(194.1) $(174.9)
======== ======== ======= =======
</TABLE>
<PAGE> 21
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 the pension plan and
postretirement life and health care benefit plan:
<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
---------------- -----------------------
1999 1998 1999 1998
---- ---- ------- ------
<S> <C> <C>
Weighted average discount rate 7.00% 5.50% 7.80% 6.65%
Rate of increase in future compensation levels 5.25% 3.75% -- --
Assumed health care cost trend rate:
Initial rate -- -- 15.00% 15.00%
Ultimate rate -- -- 5.50% 8.00%
Uniform declining period -- -- 5 Years 15 Years
</TABLE>
The net periodic pension cost for the pension plan as a whole for the
years ended December 31, 1999, 1998 and 1997 follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
-------------------------------------------------------------------------------- ----------- ------------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 80.0 $ 87.6 $ 77.3
Interest cost on projected benefit obligation 109.9 123.4 118.6
Expected return on plan assets (160.3) (159.0) (139.0)
Recognized gains (9.1) (3.8) --
Amortization of prior service cost 3.2 3.2 3.2
Amortization of unrecognized transition obligation (asset) (1.4) 4.2 4.2
------- ------- --------
$ 22.3 $ 55.6 $ 64.3
======= ======= ========
</TABLE>
Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
affiliation with Nationwide Insurance and employees of WSC ended
participation in the plan. A curtailment gain of $67.1 million resulted
(consisting of a $107.2 million reduction in the projected benefit
obligation, net of the write-off of the $40.1 million remaining
unamortized transition obligation related to WSC). During 1999, the
plan transferred assets to settle its obligation related to WSC
employees . A settlement gain of $32.9 million was recognized.
Basis for measurements, net periodic pension cost for the pension plan:
<TABLE>
<CAPTION>
1999 1998 1997
------ ----- -----
<S> <C> <C> <C>
Weighted average discount rate 6.08% 6.00% 6.50%
Rate of increase in future compensation levels 4.33% 4.25% 4.75%
Expected long-term rate of return on plan assets 7.33% 7.25% 7.25%
</TABLE>
<PAGE> 22
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 postretirement benefit plan as a whole for
the years ended December 31, 1999, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
(in millions) 1999 1998 1997
------- ----------- -----------
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $14.2 $ 9.8 $ 7.0
Interest cost on accumulated postretirement benefit obligation 17.6 15.4 14.0
Actual return on plan assets (3.5) (5.0) (3.6)
Amortization of unrecognized transition obligation of affiliates 0.6 0.2 0.2
Net amortization and deferral (1.8) 1.2 (0.5)
----- ----- -----
$27.1 $21.6 $17.1
===== ===== =====
</TABLE>
Actuarial assumptions used for the measurement of the NPPBC for the
postretirement benefit plan for 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Discount rate 6.65% 6.70% 7.25%
Long term rate of return on plan
assets, net of tax 7.15% 5.83% 5.89%
Assumed health care cost trend rate:
Initial rate 15.00% 12.00% 11.00%
Ultimate rate 5.50% 6.00% 6.00%
Uniform declining period 5 Years 12 Years 12 Years
</TABLE>
For the postretirement benefit plan as a whole, a one percentage point
increase or decrease in the assumed health care cost trend rate would
have no impact on the APBO as of December 31, 1999 and have no impact
on the NPPBC for the year ended December 31, 1999.
(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.
The statutory capital and surplus of NLIC as of December 31, 1999, 1998
and 1997 was $1.35 billion, $1.32 billion and $1.13 billion,
respectively. The statutory net income of NLIC for the years ended
December 31, 1999, 1998 and 1997 was $276.2 million, $171.0 million and
$111.7 million, respectively.
The Company is limited in the amount of shareholder dividends it may
pay without prior approval by the Department. As of December 31, 1999
$40.2 million of dividends could be paid by NLIC without prior
approval.
<PAGE> 23
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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
During second quarter 1999 the Company entered into a modified
coinsurance arrangement to reinsure the 1999 operating results of an
affiliated company, Employers Life Insurance Company of Wausau (ELOW)
retroactive to January 1, 1999. In September 1999, NFS acquired ELOW
for $120.8 million and immediately merged ELOW into NLIC terminating
the modified coinsurance arrangement. Because ELOW was an affiliate,
the Company accounted for the merger similar to poolings-of-interests;
however, prior period financial statements were not restated due to
immateriality. The reinsurance and merger combined contributed $1.46
million to year to date net income.
The Company has a reinsurance agreement with NMIC whereby all of the
Company's accident and health business is ceded to NMIC on a modified
coinsurance basis. The agreement covers individual accident and health
business for all periods presented and group and franchise accident and
health business since July 1, 1999. Either party may terminate the
agreement on January 1 of any year with prior notice. Prior to July 1,
1999 group and franchise accident and health business and a block of
group life insurance policies were ceded to ELOW under a modified
coinsurance agreement. Under a modified coinsurance agreement, 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
the reinsurer. Risk of asset default is retained by the Company,
although a fee is paid to the Company for the retention of such risk.
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. Revenues ceded to NMIC and ELOW for the years
ended December 31, 1999, 1998 and 1997 were $193.0 million, $216.9
million, and $315.3 million, respectively, while benefits, claims and
expenses ceded were $216.9 million, $259.3 million, and $326.6 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 such agreement are subject to
allocation among NMIC and such subsidiaries. Measures used to allocate
expenses among companies include individual employee estimates of time
spent, special cost studies, salary expense, commission expense and
other methods agreed to by the participating companies that are within
industry guidelines and practices. In addition, beginning in 1999
Nationwide Services Company, a subsidiary of NMIC, provides computer,
telephone, mail, employee benefits administration, and other services
to NMIC and certain of its direct and indirect subsidiaries, including
the Company, based on specified rates for units of service consumed.
For the years ended December 31, 1999, 1998 and 1997, the Company made
payments to NMIC and Nationwide Services Company totaling $124.1
million, $95.0 million, and $85.8 million, respectively. In addition,
the Company does not believe that expenses recognized under these
agreements are materially different than expenses that would have been
recognized had the Company operated on a stand-alone basis.
The Company leases office space from NMIC and certain of its
subsidiaries. For the years ended December 31, 1999, 1998 and 1997, the
Company made lease payments to NMIC and its subsidiaries of $9.9
million, $8.0 million and $8.4 million, respectively.
<PAGE> 24
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
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 1999 and
1998 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.
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 $411.7 million and $248.4 million as
of December 31, 1999 and 1998, respectively, and are included in
short-term investments on the accompanying consolidated balance sheets.
As part of certain restructuring activities that occurred prior to the
March 1997 IPO, the Company paid a dividend valued at $485.7 million to
Nationwide Corp. on January 1, 1997 consisting of the outstanding
shares of common stock of ELOW, National Casualty Company (NCC) and
West Coast Life Insurance Company (WCLIC). Also, on February 24, 1997,
the Company 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.
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, 1999 were $56.0
million, $60.0 million and $66.1 million, respectively.
(12) Bank Lines of Credit
NFS, NLIC and NMIC are parties to 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 any party. NFS, NLIC and
NMIC pay facility and usage fees to the financial institutions to
maintain the revolving credit facility. As of December 31, 1999 the
Company had no amounts outstanding under the agreement.
(13) Contingencies
On October 29, 1998, the Company was named in a lawsuit filed in Ohio
state court related to the sale of deferred annuity products for use as
investments in tax-deferred contributory retirement plans (Mercedes
Castillo v. Nationwide Financial Services, Inc., Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company).
On May 3, 1999, the complaint was amended to, among other things, add
Marcus Shore as a second plaintiff. The amended complaint is brought as
a class action on behalf of all persons who purchased individual
deferred annuity contracts or participated in group annuity contracts
sold by the Company and the other named Company affiliates which were
used to fund certain tax-deferred retirement plans. The amended
complaint seeks unspecified compensatory and punitive damages. No class
has been certified. On June 11, 1999, the Company and the other named
defendants filed a motion to dismiss the amended complaint. On March 8,
2000, the court denied the motion to dismiss the amended complaint
filed by the Company and other named defendants. The Company intends to
defend this lawsuit vigorously.
(14) Segment Information
The Company uses differences in products as the basis for defining its
reportable segments. The Company reports three product segments:
Variable Annuities, Fixed Annuities and Life Insurance.
<PAGE> 25
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
The Variable Annuities segment consists of annuity contracts that
provide the customer with access to a wide range of investment options,
tax-deferred accumulation of savings, asset protection in the event of
an untimely death, and flexible payout options including a lump sum,
systematic withdrawal or a stream of payments for life. The Company's
variable annuity products consist almost entirely of flexible premium
deferred variable annuity contracts.
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, tax-deferred accumulation of savings, and flexible
payout options including a lump sum, systematic withdrawal or a stream
of payments for life. Such contracts consist of single premium deferred
annuities, flexible premium deferred annuities and single premium
immediate annuities. The Fixed Annuities segment includes the fixed
option under variable annuity contracts.
The Life Insurance segment consists of insurance products, including
variable universal life insurance and corporate-owned life insurance
products, that provide a death benefit and may also allow the customer
to build cash value on a tax-deferred basis.
In addition to the product segments, the Company reports corporate
revenue and expenses, investments and related investment income
supporting capital not specifically allocated to its product segments,
revenues and expenses of its investment advisor subsidiary, revenues
and expenses related to group annuity contracts sold to Nationwide
Insurance employee and agent benefit plans and all realized gains and
losses on investments in a Corporate and Other segment.
During 1999 the Company revised the allocation of net investment income
among its Life Insurance and Corporate and Other segments. Also,
certain amounts previously reported as other income were reclassified
to operating expense. Amounts reported for prior periods have been
restated to reflect these changes.
The following table summarizes the financial results of the Company's
business segments for the years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions) Annuities Annuities Insurance and Other Total
------------------------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1999:
Net investment income (1) $ (41.5) $ 1,134.5 $ 253.1 $ 174.7 $ 1,520.8
Other operating revenue 668.2 43.4 393.0 77.8 1,182.4
--------- --------- -------- -------- ---------
Total operating revenue (2) 626.7 1,177.9 646.1 252.5 2,703.2
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 837.5 130.5 128.3 1,096.3
Amortization of deferred policy
acquisition costs 162.8 49.7 60.1 -- 272.6
Other benefits and expenses 173.6 113.5 334.7 94.4 716.2
--------- --------- -------- -------- ---------
Total expenses 336.4 1,000.7 525.3 222.7 2,085.1
--------- --------- -------- -------- ---------
Operating income before
federal income tax 290.3 177.2 120.8 29.8 618.1
Realized losses on investments -- -- -- (11.6) (11.6)
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 290.3 $ 177.2 $ 120.8 $ 18.2 $ 606.5
========= ========= ======== ======== =========
Assets as of year end $62,599.7 $17,134.8 $6,616.7 $6,324.7 $92,675.9
========= ========= ======== ======== =========
</TABLE>
<PAGE> 26
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of
Nationwide Financial Services, Inc.)
Notes to Consolidated Financial Statements, Continued
<TABLE>
<CAPTION>
Variable Fixed Life Corporate
(in millions) Annuities Annuities Insurance and Other Total
------------------------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1998:
Net investment income (1) $ (31.3) $ 1,116.6 $ 225.6 $ 170.7 $ 1,481.6
Other operating revenue 532.9 35.7 318.5 78.6 965.7
--------- --------- -------- -------- ---------
Total operating revenue (2) 501.6 1,152.3 544.1 249.3 2,447.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 828.6 115.4 125.0 1,069.0
Amortization of deferred policy
acquisition costs 123.9 44.2 46.4 -- 214.5
Other benefits and expenses 159.3 104.2 293.5 78.1 635.1
--------- --------- -------- -------- ---------
Total expenses 283.2 977.0 455.3 203.1 1,918.6
--------- --------- -------- -------- ---------
Operating income before federal
income tax 218.4 175.3 88.8 46.2 528.7
Realized gains on investments -- -- -- 28.4 28.4
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 218.4 $ 175.3 $ 88.8 $ 74.6 $ 557.1
========= ========= ======== ======== =========
Assets as of year end $47,668.7 $15,215.7 $5,187.6 $6,270.1 $74,342.1
========= ========= ======== ======== =========
1997:
Net investment income (1) $ (26.8) $ 1,098.2 $ 184.9 $ 152.9 $ 1,409.2
Other operating revenue 413.9 43.2 283.4 56.6 797.1
--------- --------- -------- -------- ---------
Total operating revenue (2) 387.1 1,141.4 468.3 209.5 2,206.3
--------- --------- -------- -------- ---------
Interest credited to policyholder
account balances -- 823.4 78.5 114.7 1,016.6
Amortization of deferred policy
acquisition costs 87.8 39.8 39.6 -- 167.2
Benefits and expenses 148.4 108.7 283.5 63.1 603.7
--------- --------- -------- -------- ---------
Total expenses 236.2 971.9 401.6 177.8 1,787.5
--------- --------- -------- -------- ---------
Operating income before federal
income tax 150.9 169.5 66.7 31.7 418.8
Realized gains on investments -- -- -- 11.1 11.1
--------- --------- -------- -------- ---------
Consolidated income before
federal tax expense $ 150.9 $ 169.5 $ 66.7 $ 42.8 $ 429.9
========= ========= ======== ======== =========
Assets as of year end $35,278.7 $14,436.3 $3,901.4 $6,174.3 $59,790.7
========= ========= ======== ======== =========
</TABLE>
- ----------
(1) The Company's method of allocating net investment income results in
a charge (negative net investment income) to the Variable Annuities
segment which is recognized in the Corporate and Other segment. The
charge relates to non-invested assets which support this segment on
a statutory basis.
(2) Excludes realized gains and losses on investments.
The Company has no significant revenue from customers located outside
of the United States nor does the Company have any significant
long-lived assets located outside the United States.
<PAGE> 72
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 4 comprises the following papers and
documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of 114 pages.
Representations and Undertakings.
Independent Auditors' Consent
Signatures.
The following exhibits required by Forms N-8B-2 and S-6:
<TABLE>
<S> <C> <C>
1. Power of Attorney dated April 5, 2000 Attached hereto.
2. Resolution of the Depositor's Board of Directors Included with the Registration Statement on Form
authorizing the establishment of the registrant, N-8B-2 for the Nationwide VLI Separate Account-2
adopted (File No. 811-5311), and is hereby incorporated by
reference.
3. Distribution Contracts Attached hereto.
4. Form of Security Included with the Registration Statement on Form S-6 for
the Nationwide VLI Separate Account-2 ('33 Act File No.
33-62795, '40 Act File No. 811-5311).
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 Included with the Registration Statement on Form S-6 for
the Nationwide VLI Separate Account-2 ('33 Act File No.
33-62795, '40 Act File No. 811-5311).
7. Opinion of Counsel Included with the Registration Statement on Form N-8B-2
for the Nationwide VLI Separate Account - 4 ('33 Act
File No 33-52615, '40 Act No. 811-8301).
</TABLE>
<PAGE> 73
REPRESENTATIONS AND UNDERTAKINGS
The Registrant and Nationwide 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 Nationwide elect to be
governed by Rule 6e-3(T)(b)(13)(i)(B) 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 Nationwide under the policies. Nationwide 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 Nationwide, and will be
made available to the Securities and Exchange Commission (the "Commission")
on request.
(c) Nationwide has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the contractholders and will keep and make available
to the Commission on request a memorandum setting forth the basis for this
representation.
(d) Nationwide 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 Nationwide,
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 Nationwide.
<PAGE> 74
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of Nationwide VLI Separate Account-4:
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the prospectus.
Columbus, Ohio KPMG LLP
April 26,2000
<PAGE> 75
SIGNATURES
As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account-4, certifies that it meets the requirements of the Securities
Act Rule 485(b) for effectiveness of the Post-Effective Amendment and has caused
this Post-Effective Amendment to be signed on its behalf in the City of
Columbus, and the State of Ohio, on this 26th day of April, 2000.
NATIONWIDE VLI SEPARATE ACCOUNT-4
---------------------------------------
(Registrant)
(Seal) NATIONWIDE LIFE INSURANCE COMPANY
---------------------------------------
(Depositor)
By: /s/ GLENN W. SODEN By:
- -------------------------------- ---------------------------------------
Glenn W. Soden Steven Savini, Esq.
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment has been signed below by the following persons in the capacities
indicated on the 26th day of April, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
LEWIS J. ALPHIN Director
- ----------------------------------------
Lewis J. Alphin
A. I. BELL Director
- ----------------------------------------
A. I. Bell
KENNETH D. DAVIS Director
- ----------------------------------------
Kenneth D. Davis
KEITH W. ECKEL Director
- ----------------------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- ----------------------------------------
Willard J. Engel
FRED C. FINNEY Director
- ----------------------------------------
Fred C. Finney
JOSEPH J. GASPER President and Chief Operating
- ---------------------------------------- Officer and Director
Joseph J. Gasper
DIMON R. MCFERSON Chairman and Chief Executive
- ---------------------------------------- Officer and Director
Dimon R. McFerson
DAVID O. MILLER Chairman of the Board and
- ---------------------------------------- Director
David O. Miller
YVONNE L. MONTGOMERY Director
- ----------------------------------------
Yvonne L. Montgomery
ROBERT A. OAKLEY Executive Vice President and Chief
- ---------------------------------------- Financial Officer
Robert A. Oakley
RALPH M. PAIGE Director
- ----------------------------------------
Ralph M. Paige
JAMES F. PATTERSON Director
- ----------------------------------------
James F. Patterson
ARDEN L. SHISLER Director By:
- ---------------------------------------- --------------------------------------
Arden L. Shisler Steven Savini
ROBERT L. STEWART Director Attorney-in-Fact
- ----------------------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- ----------------------------------------
Nancy C. Thomas
</TABLE>
<PAGE> 1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENT, 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, the Investment Company
Act of 1940, as amended, various Registration Statements and amendments thereto
for the registration under said Act(s) of Immediate or Deferred Variable Annuity
contracts in connection with MFS Variable Account, Nationwide Multi-Flex
Variable Account, Nationwide Variable Account, Nationwide Variable Account-11,
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,
Nationwide Variable Account-10, Nationwide Variable Account-11, Nationwide VA
Separate Account-A, Nationwide VA Separate Account-B, and Nationwide VA Separate
Account-C; 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 VLI Separate Account-5, Nationwide VL
Separate Account-A, Nationwide VL Separate Account-B, Nationwide VL Separate
Account-C and Nationwide VL Separate Account-D, as well as any future separate
accounts established by said corporation for the purpose of registering variable
annuities, variable life insurance policies or market value adjustment products
with the U.S. Securities and Exchange Commission, hereby constitute and appoint
Dimon Richard McFerson, Joseph J. Gasper, Robert J. Woodward, Jr., Philip C.
Gath, Richard A. Karas, Edwin P. McCausland, Jr., Douglas C. Robinette, Susan A.
Wolken, Mark B. Koogler, Steven R. Savini and Mark R. Thresher, 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 5th day of April, 2000.
/s/ Lewis J. Alphin /s/ David O. Miller
- ------------------------------------- -------------------------------------
Lewis J. Alphin, Director David O. Miller, Chairman of the
Board, Director
/s/ A. I. Bell /s/ Yvonne L. Montgomery
- ------------------------------------- -------------------------------------
A. I. Bell, Director Yvonne L. Montgomery, Director
/s/ Kenneth D. Davis /s/ Robert A. Oakley
- ------------------------------------- -------------------------------------
Kenneth D. Davis, Director Robert A. Oakley, Executive Vice
President Chief Financial Officer
/s/ Keith W. Eckel /s/ Ralph M. Paige
- ------------------------------------- -------------------------------------
Keith W. Eckel, Director Ralph M. Paige, Director
/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/ Joseph J. Gasper /s/ Robert L. Stewart
- ------------------------------------- -------------------------------------
Joseph J. Gasper, President and Robert L. Stewart, Director
Chief Operating Officer and Director
/s/ Dimon R. McFerson /s/ Nancy C. Thomas
- ------------------------------------- -------------------------------------
Dimon R. McFerson, Chairman and Chief Nancy C. Thomas, Director
Executive Officer and Director
<PAGE> 1
MARKETING COORDINATION AND
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement entered into this 1st day of May, 2000, between Nationwide Life
Insurance Company ("Nationwide"), and Nationwide Investment Services Corporation
("NISC").
Nationwide proposes to develop, issue and administer, and NISC proposes to
provide the exclusive national distribution services for certain annuity and
life products (the "Products"). The parties hereby agree as follows:
A. ADMINISTRATION OF PRODUCTS
1. Appointment of Product Administration
Nationwide is hereby appointed Product Administrator for the
Products.
2. Duties of Nationwide
Nationwide will perform in a proper and timely manner, those
functions enumerated in the column marked "Nationwide" in the
"Analysis of Administrative Functions," attached hereto as
EXHIBIT A, and incorporated herein by reference.
3. Duties of NISC
NISC will perform in a proper and timely manner, those
functions enumerated in the column marked "NISC" in the
"Analysis of Administrative Functions," attached hereto as
EXHIBIT A, and incorporated herein by reference.
B. MARKETING COORDINATION AND SALES ADMINISTRATION
1. Distribution of Products
The Products will be distributed through registered
representatives of NASD broker-dealer firms, appointed by
Nationwide, who shall be duly qualified and licensed as agents
(the "Agents"), in accordance with applicable state insurance
authority.
2. NISC shall be the exclusive National Distributor of the
Products.
<PAGE> 2
3. Appointment and Termination of Agents
Appointment and termination of Agents shall be processed and
executed by Nationwide. NISC reserves the right to require
Nationwide to consult with it regarding licensing decisions.
4. Advertising
NISC shall not print, publish or distribute any advertisement,
circular or document relating to the Products or relating to
Nationwide unless such advertisement, circular or document has
been approved in writing by Nationwide. Such approval shall
not be unreasonably withheld, and shall be given promptly,
normally within five (5) business days. Neither Nationwide nor
any of its affiliates shall print, publish or distribute any
advertisement, circular or document relating to the Products
or relating to NISC unless such advertisement, circular or
document has been approved in writing by NISC. Such approval
shall not be unreasonably withheld, and shall be given
promptly, normally within five (5) business days. However,
nothing herein shall prohibit any person from advertising the
Products on a generic basis.
5. Marketing Conduct
The parties will jointly develop standards, practices and
procedures respecting the marketing of the Products. Such
standards, practices and procedures are intended to help
Nationwide meet its obligations as an issuer under the
securities laws, to assure compliance with state insurance
laws, and to help NISC meet its obligations under the
securities laws as National Distributor. These standards,
practices and procedures are subject to continuing review and
neither Nationwide nor NISC will object unreasonably to
changes to such standards, practices and procedures
recommended by the other to comply with the intent of this
provision.
6. Sales Material and Other Documents
a. Sales Material
1) Nationwide shall develop and prepare all
promotional material to be used in the
distribution of the Products, in
consultation with NISC.
2) Nationwide is responsible for the printing
and the expense of providing such
promotional material.
3) Nationwide is responsible for approval of
such promotional material by state insurance
regulators, where required.
<PAGE> 3
4) NISC and Nationwide agree to abide by the
Advertising and Sales Promotion Material
Guidelines, attached hereto as EXHIBIT B,
and incorporated herein by reference.
b. Prospectuses
1) Nationwide is responsible for the
preparation and regulatory clearance of any
required registration statements and
prospectuses for the Products.
2) Nationwide is responsible for the printing
of Product prospectuses in such quantities
as the parties agree are necessary to assure
sufficient supplies.
3) Nationwide is responsible for supplying
Agents with sufficient quantities of Product
prospectuses.
c. Contracts, Applications and Related Forms
1) Nationwide, in consultation with NISC, is
responsible for the design and printing of
adequate supplies of Product applications,
contracts, related forms, and such service
forms as the parties agree are necessary.
2) Nationwide is responsible for supplying
adequate quantities of all such forms to the
Agents.
7. Appointment of Agents
a. NISC will assist Nationwide in facilitating the
appointment of Agents by Nationwide.
b. Nationwide will forward all appointment forms and
applications to the appropriate states and maintain
all contacts with the states.
c. Nationwide will maintain appointment files on Agents,
and NISC will have access to such files as needed.
8. Licensing and Appointment Guide
Nationwide shall provide to NISC a Licensing and Appointment
Guide (as well periodic updates thereto), setting forth the
requirements for licensing and appointment, in such quantities
as NISC may reasonably require.
<PAGE> 4
9. Other
a. Product Training
Nationwide is responsible for any Product training
for the Agents.
b. Field Sales Material
1) Nationwide, in consultation with NISC, is
responsible for the development, printing
and distribution of non-public field sales
material to be used by Agents.
2) NISC shall have the right to review all
field sales materials and to require any
modification mandated by regulatory
requirements.
c. Production Reports
Nationwide will deliver to NISC the items listed in
Production Reports to be Provided, attached hereto as
EXHIBIT C, and incorporated herein by reference.
d. Customer Service
Each party will notify the other of all material
pertinent inquiries and complaints it receives, from
whatever source and to whomever directed, and will
consult with the other in responding to such
inquiries and complaints.
e. Records and Books
All books and records maintained by Nationwide in
connection with the offer and sale of variable
annuity interests funded by a Separate Account are
maintained and preserved in conformity with the
requirements of Rule 17a-3 and 17a-4 under the 1934
Exchange Act, to the extent such requirements are
applicable to the variable annuity operations.
All such books and records are maintained and held by
Nationwide on behalf of and as agent for NISC, whose
property they are and shall remain. Such books and
records are at all times subject to inspection by the
Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.
<PAGE> 5
C. GENERAL PROVISIONS
1. Waiver
The forbearance or neglect of either party to insist upon
strict compliance by the other with any of the provisions of
this Agreement, whether continuing or not, or to declare a
forfeiture of termination against the other, shall not be
construed as a waiver of any rights or privileges of the
forbearing party in the event of a further default or failure
of performance.
2. Limitations
Neither party shall have authority on behalf of the other to:
make, alter or discharge any contractual terms of the
Products; waive any forfeiture; extend the time of making any
contributions to the products; guarantee dividends; alter the
forms which either may prescribe; nor substitute other forms
in place of those prescribed by the other.
3. Binding Effect
This Agreement shall be binding on and shall inure to the
benefit of the parties to it and their respective successors
and assigns, provided that neither party shall assign or
sub-contract this Agreement or any rights or obligations
hereunder without prior written consent of the other.
4. Indemnification
Each party ("Indemnifying Party") hereby agrees to release,
indemnify and hold harmless the other party, its officers,
directors, employers, agents, servants, predecessors or
successors from any claims or liability arising out of the
acts or omissions of the Indemnifying Party not authorized by
this Agreement, including the violation of any federal or
state law or regulation.
5. Notices
All notices, requests, demands and other communication under
this Agreement shall be in writing and shall be deemed to have
been given on the date of service if served personally on the
party to whom notice is to be given, or on the date of mailing
if sent postage prepaid by First Class Mail, Registered or
Certified mail, by overnight mail, properly addressed as
follows:
TO NATIONWIDE:
Nationwide Life Insurance Company
Michael C. Butler, Vice President-Sales
Three Nationwide Plaza
Columbus, Ohio 43215
<PAGE> 6
TO NISC:
Nationwide Investment Services Corporation.
Barbara Shane, Vice President-Compliance Officer
Two Nationwide Plaza
Columbus, Ohio 43215
6. Governing Law
This Agreement shall be construed in accordance with and
governed by the laws of the State of Ohio.
7. Arbitration
The parties agree that misunderstandings or disputes arising
from this Agreement shall be decided by arbitration, conducted
upon request of either party before three arbitrators (unless
the parties agree on a single arbitrator) designated by the
American Arbitration Association, and in accordance with the
rules of such Association. The expenses of the arbitration
proceedings conducted hereunder shall be borne equally by both
parties.
8. Confidentiality
Any information, documents and materials, whether printed or
oral, furnished by either party or its agents or employees to
the other shall be held in confidence. No such information
shall be given to any third party, other than to such
sub-contractors of NISC as may be permitted herein, or under
requirements of a lawful authority, without the express
written consent of the other party.
D. TERM OF AGREEMENT
This Agreement, including the Exhibits attached hereto, shall remain in
full force and effect until terminated, and may be amended only by
mutual agreement of the parties in writing. Any decision by either
party to cease issuance or distribution of any specific Product shall
not effect a termination of the Agreement unless such termination is
mutually agreed upon, or unless notice is given pursuant to Section
E.2. hereof.
E. TERMINATION
1. Either party may terminate this Agreement for cause at any
time, upon written notice to the other, if the other knowingly
and willfully: (a) fails to comply with the laws or
regulations of any state or governmental agency or body having
jurisdiction over the sale of insurance or securities; (b)
misappropriates any money or property belonging to the other;
(c) subjects the other to any actual or potential liability
due to misfeasance, malfeasance, or nonfeasance; (d) commits
any fraud upon the other; (e) has an assignment for the
benefit of creditors; (f) incurs bankruptcy; or (g) commits a
material breach of this Agreement.
<PAGE> 7
2. Either party may terminate this Agreement, without regard to
cause, upon six months prior written notice to the other.
3. In the event of termination of this Agreement, the following
conditions shall apply:
a) The parties irrevocably acknowledge the continuing
right to use any Product trademark that might then be
associated with any Products, but only with respect
to all business in force at the time of termination.
b) In the event this Agreement is terminated the parties
will use their best efforts to preserve in force the
business issued pursuant to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first above written.
NATIONWIDE LIFE INSURANCE
COMPANY
By: __________________________
Michael C. Butler
Title: Vice President - Sales
NATIONWIDE INVESTMENT SERVICES
CORPORATION
By: ________________________
Barbara Shane
Title: Vice President - Compliance Officer
<PAGE> 8
EXHIBIT A
ANALYSIS OF ADMINISTRATIVE FUNCTIONS
A. PRODUCT UNDERWRITING/ISSUE
NATIONWIDE NISC
- - Establishes underwriting criteria for - Consults with regard to new business
application processing and rejections. procedures and processing.
- - Reviews the completed application.
Applies underwriting/issue criteria to
application.
- - Notifies Agent and/or customer of
any error or missing data necessary to
underwrite application and establish
records for owner of Product ("Contract
Owner").
- - Prepares policy data page for
approved business and mails with policy
to Contract Owner.
- - Establishes and maintains all records
required for each Contract Owner, as
applicable.
- - Prepares and mails confirmation and
other statements to Contract Owners and
Agents, as required.
- - Prints, provides all forms ancillary
to issue of contract/policy forms for
Products.
- - Maintains supply of approved specimen
policy forms and all ancillary forms,
distributes same to Agents.
<PAGE> 9
B. BILLING AND COLLECTION
NATIONWIDE
- - Receives premium/purchase
payments and reconciles amount
received with remittance media.
- - Updates Contract Owner records to
reflect receipt of premium/purchase
payment and performs accounting/
investment allocation of each
payment received.
- - Deposits all cash received under the
Products in accordance with the
terms of the Products.
C. BANKING
NATIONWIDE
- - Balances, edits, endorses and prepares daily deposit.
- - Places deposits in depository account.
- - Prepares daily cash journal summary reports and
maintains same for review by NISC.
<PAGE> 10
D. PRICING/VALUATION/ACCOUNTING/TRADING
NATIONWIDE NISC
- - Maintains and makes available, as - Cooperates in annual audit of separate
reasonably requested, records used in account financials conducted for purposes
determining "Net Amount Available for of financial statement certification and
Investment." publication.
- - Collects information needed in - Will clear and settle Mutual Fund
determining Variable Account unit trades on behalf of the separate accounts
values from the Funds including using the National Securities Clearing
daily net asset value, capital Corporation FUND/Serv System.
gains or dividend distributions,
and the number of Fund Shares
acquired or sold during the
immediately preceding valuation
period.
- - Performs daily unit valuation
calculation.
<PAGE> 11
E. CONTRACT OWNER SERVICE/
RECORD MAINTENANCE
NATIONWIDE NISC
- - Receives and processes all - Accommodates customer service function
Contract Owner service requests, by providing any supporting information
including but not limited to or documentation which may be in the
informational requests, beneficiary control of NISC.
changes, and transfers of Contract
Value among eligible investment
options.
- - Maintains daily records of all
changes made to Contract Owner
accounts.
- - Researches and responds to all
Contract Owner/Agent inquiries.
- - Keeps all required Contract Owner
records.
- - Maintains adequate number of toll
free lines to service Contract Owner/
Agent inquiries.
F. DISBURSEMENTS (SURRENDERS,
DEATH CLAIMS, LOANS)
NATIONWIDE NISC
- - Receives and processes surrenders,
loans, and death claims in accordance
with established guidelines.
- - Prepares checks for surrenders,
loans, and death claims, and forwards
to Contract Owner or Beneficiary.
Prepares and mails confirmation
statement of disbursement to Contract
Owner/Beneficiary with copy to Agent.
<PAGE> 12
G. COMMISSIONS
NATIONWIDE NISC
- - Ascertains, on receipt of - Receives and performs record keeping
applications, whether writing Agent for investment company payments made
is appropriately licensed. under a 12b-1 Plan.
- - Pays commissions and other fees
in accordance with agreements
relating to same.
H. PROXY PROCESSING
NATIONWIDE NISC
- - Receives record date information
from Funds Receives proxy
solicitation materials from Funds.
- - Prepares Voting Instruction cards
and mails solicitation, if necessary.
- - Tabulates and votes all Fund Shares
in accordance with SEC requirements.
I. PERIODIC REPORTS TO CONTRACT OWNERS
NATIONWIDE NISC
- - Prepares and mails quarterly and
annual Statements of Account to
Contract Owners.
- - Prepares and mails all semi-annual
and annual reports of Variable
Account(s) to Contract Owners.
<PAGE> 13
J. REGULATORY/STATEMENT REPORTS
NATIONWIDE NISC
- - Prepares and files Separate Account - Prepares and files periodic FOCUS
Annual Statements. Reports with the NASDR and SEC, as
applicable.
- - Prepares and mails the appropriate, - Prepares and files annual audited
required IRS reports at the Contract financial statements with required
Owner level. Files same with required regulatory agencies.
regulatory agencies.
- - Prepares and files form N-SAR for
the Separate Account.
K. PREMIUM TAXES
NATIONWIDE NISC
- - Collects, pays and accounts for
premium taxes as appropriate.
- - Prepares and maintains all premium
tax records by state.
- - Maintains liabilities in General
Account ledger for accrual of premium
tax collected.
- - Integrates all company premium taxes
due and performs related accounting.
L. FINANCIAL AND MANAGEMENT REPORTS
NATIONWIDE NISC
- - Provides periodic reports in - Provides periodic reports in accordance
accordance with the Schedule of with the Schedule of Reports to be
Reports to be prepared jointly by prepared jointly by Nationwide and NISC.
Nationwide and NISC. (See EXHIBIT C) (See EXHIBIT C)
<PAGE> 14
M. AGENT LICENSE RECORDKEEPING
NATIONWIDE NISC
- - Receives, establishes, processes, - Maintains securities registrations and
and maintains Agent appointment assumes supervisory responsibility for
records. representatives of affiliated sales and
marketing companies involved in the
wholesale distribution of Nationwide
variable contract products.
- Maintains training, supervisory, and
other required records for and on behalf
of registered representatives of NISC.
<PAGE> 15
EXHIBIT B
ADVERTISING AND SALES PROMOTION MATERIAL GUIDELINES
FOR APPROVAL BY NATIONWIDE AND NISC
In order to assure compliance with state and federal regulatory requirements and
to maintain control over the distribution of promotional materials dealing with
the Products, Nationwide and NISC require that all variable contract promotional
materials be reviewed and approved by both Nationwide and NISC prior to their
use. These guidelines are intended to provide appropriate regulatory and
distribution controls.
1. Sufficient lead time must be allowed in the submission of all
promotional material. Nationwide and NISC shall approve in writing all
promotional material. Such approval shall not be unreasonably withheld,
and shall be given promptly, normally within five (5) days.
2. All promotional material will be submitted in "draft" form to permit
any changes or corrections to be made prior to the printing.
3. Nationwide and NISC will provide each other with details as to each and
every use of all promotional material submitted. Approval for one use
will not constitute approval for any other use. Different standards of
review may apply when the same advertising material is intended for
different uses. The following information will be provided for each
item of promotional material:
a. In what jurisdiction(s) the material will be used.
b. Whether distribution will be to broker/dealer, entity,
participant, etc.
c. How the material will be used (e.g., brochure, mailing, web
site, etc.)
d. The projected date of initial use.
4. Each party will advise the other of the date it discontinues the use of
any material.
5. Any changes to previously approved promotional material must be
resubmitted, following these procedures. When approved material is to
be put to a different use, request for approval of the material for the
new use must be submitted.
6. Nationwide will assign a form number to each item of advertising and
sales promotional material. This number will appear on each piece of
advertising and sales promotional material. It will be used to aid in
necessary filings, and to maintain appropriate controls.
7. Nationwide and NISC will provide written approval for all material to
be used.
8. Nationwide will be responsible to effect necessary state filings.
9 NISC will coordinate SEC/NASD filings of sales and promotional
material.
10. All telephone communication and written correspondence regarding
promotional materials should be directed to Office of Product and
Market Compliance, Nationwide Life Insurance Company, One Nationwide
Plaza, Columbus, Ohio 43215
