<PAGE> 1
Registration No. 333-94037
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
NATIONWIDE VLI SEPARATE ACCOUNT-4
(EXACT NAME OF TRUST)
NATIONWIDE LIFE INSURANCE COMPANY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)
PATRICIA R. HATLER
SECRETARY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------------------
Approximate date of proposed public offering: (Upon the effective date of this
Registration Statement. July 5, 2000 requested.
The Registrant hereby agrees to amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<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
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
N-8B-2 ITEM............................................................CAPTION IN PROSPECTUS
<S> <C>
28.....................................................................Company Management
29.....................................................................Company Management
30.....................................................................Not Applicable
31.....................................................................Not Applicable
32.....................................................................Not Applicable
33.....................................................................Not Applicable
34.....................................................................Not Applicable
35.....................................................................Nationwide Life Insurance
Company
36.....................................................................Not Applicable
37.....................................................................Not Applicable
38.....................................................................Distribution of The Policies
39.....................................................................Distribution of The Policies
40.....................................................................Not Applicable
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
Last Survivor Flexible Premium Variable Universal Life Insurance Policies
Issued by Nationwide Life Insurance Company through its Nationwide VLI Separate
Account-4
The date of this prospectus is July 5, 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
- 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 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
THE 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 Global 50 Fund (formerly, Nationwide Global Equity Fund)
(subadviser: J.P. Morgan Investment Management Inc.)
- 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)
- 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.)
1
<PAGE> 5
- 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 Variable Account Funds - 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
*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 in 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 flexible premium
variable universal life insurance policies. They provide flexibility to vary the
amount and frequency of premium payments. A cash surrender value may be offered
if the policy is terminated during the lifetime of the insured.
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 the 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.
2
<PAGE> 6
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.
AVERAGE ISSUE AGE- The arithmetic average of the ages of the two insureds at
policy issuance.
BASIC COVERAGE- One of the two types of coverage that comprise the specified
amount. The other type is supplemental coverage.
CASH VALUE- Cash value is the sum of the value of the assets in the
sub-accounts, the fixed account and any amount in the Policy Loan Account.
FIXED ACCOUNT- An investment option which is funded by the general account of
Nationwide.
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.
IRS GUIDELINE LEVEL PREMIUM- The amount of level annual premium, calculated in
accordance with the provisions of the Internal Revenue Code, guaranteed
mortality and expense charges, and an interest rate of 4%.
MATURITY DATE- The policy anniversary on or next following the younger insured's
100th birthday.
NATIONWIDE- Nationwide Life Insurance Company.
NET AMOUNT AT RISK- The death benefit minus the cash value calculated at the
beginning of each policy month.
NET PREMIUMS- Net premiums are equal to the actual premiums minus the percent of
premium charges. The percent of premium charges are shown on the policy data
page.
SEC GUIDELINE LEVEL PREMIUM- The level annual premiums required to mature the
policy under reasonable mortality and expense charges with an annual effective
interest rate of 5%. It is calculated pursuant to Rule 6e-3(T) of the Investment
Company Act of 1940.
SPECIFIED AMOUNT- The base benefit of the policy for which the death benefit
will be calculated.
SUB-ACCOUNTS- Divisions of the variable account to which underlying mutual fund
shares are allocated and for which accumulation units are separately maintained.
SUPPLEMENTAL COVERAGE- One of the two types of coverage that comprise the
specified amount. Supplemental coverage can never exceed 90% of the specified
amount. Supplemental coverage is not available in New York or New Jersey.
VALUATION PERIOD - Each day the New York Stock Exchange is open.
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.
<PAGE> 8
TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS..........................
SUMMARY OF POLICY EXPENSES.........................
UNDERLYING MUTUAL FUND ANNUAL
EXPENSES......................................
SYNOPSIS OF THE POLICIES...........................
NATIONWIDE LIFE INSURANCE COMPANY..................
NATIONWIDE INVESTMENT SERVICES
CORPORATION...................................
INVESTING IN THE POLICY............................
The Variable Account and Underlying
Mutual Funds
The Fixed Account
INFORMATION ABOUT THE POLICIES.....................
Minimum Requirements for Policy Issuance
Premium Payments
Death Benefit Guarantees
Pricing
POLICY CHARGES.....................................
Sales Load
Tax Expense Charge
Surrender Charges
Monthly Cost of Insurance
Monthly Administrative Charge
Mortality and Expense Risk Charge
Income Tax
Reduction of Charges
SURRENDERING THE POLICY FOR CASH...................
Surrender (Redemption)
Cash Surrender Value
Partial Surrenders
Income Tax Withholding
VARIATION IN CASH VALUE............................
POLICY PROVISIONS..................................
Policy Owner
Beneficiary
Changes in Existing Insurance Coverage
OPERATION OF THE POLICY............................
Allocation of Net Premium and Cash Value
How the Investment Experience is Determined
Net Investment Factor
Determining the Cash Value
Transfers
RIGHT TO REVOKE....................................
POLICY LOANS.......................................
Taking a Policy Loan
Effect on Investment Performance
Interest
Effect on Death Benefit and Cash Value
Repayment
ASSIGNMENT.........................................
POLICY OWNER SERVICES..............................
Dollar Cost Averaging
DEATH BENEFIT INFORMATION..........................
Calculation of the Death Benefit
Changes in the Death Benefit Option
Proceeds Payable on Death
Incontestability
Error in Age or Sex
Suicide
Maturity Proceeds
RIGHT OF CONVERSION................................
GRACE PERIOD.......................................
Grace Period without Death Benefit
Guarantees
Lifetime Guaranteed Policy Continuation
Limited Guaranteed Policy Continuation
Reinstatement
TAX MATTERS........................................
Policy Proceeds
Withholding
Federal Estate and Generation-Skipping
Transfers Taxes
Non-Resident Aliens
Taxation of Policy Split Option Rider
Description of Cash Value Accumulation
Test and Guideline Premium Cash
Value Corridor Test
Taxation of Nationwide
Tax Changes
LEGAL CONSIDERATIONS...............................
STATE REGULATION...................................
REPORTS TO POLICY OWNERS...........................
5
<PAGE> 9
ADVERTISING........................................
LEGAL PROCEEDINGS..................................
EXPERTS............................................
REGISTRATION STATEMENT.............................
LEGAL OPINIONS.....................................
DISTRIBUTION OF THE POLICIES.......................
ADDITIONAL INFORMATION ABOUT
NATIONWIDE....................................
APPENDIX A: OBJECTIVES FOR UNDERLYING
MUTUAL FUNDS..................................
APPENDIX B: ILLUSTRATIONS OF CASH VALUES,
CASH SURRENDER VALUES, AND
DEATH BENEFITS................................
APPENDIX C: PERFORMANCE SUMMARY INFORMATION........
6
<PAGE> 10
SUMMARY OF POLICY EXPENSES
Nationwide deducts certain charges from the policy. Charges are made for
administrative and sales expenses, tax expenses, providing life insurance
protection and assuming the mortality and expense risks (see "Policy Charges").
DEDUCTIONS FROM PREMIUM PAYMENTS
Nationwide deducts a sales load and a premium expense charge from each premium
payment received. The sales load is guaranteed never to exceed 2.5% for each
premium payment. Currently, the sales load is 1.5% for policy years 1 through 10
and 0.5% thereafter.
The tax expense charge is approximately 3.5% of premiums for all states (see
"Sales Load" and "Tax Expense Charges").
MONTHLY DEDUCTIONS FROM THE POLICY'S CASH VALUE
MONTHLY COST OF INSURANCE
The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the net amount at risk. The
net amount at risk is the difference between the death benefit and the policy's
cash value as calculated at the beginning of each policy month. This deduction
is charged proportionately to the cash value in each sub-account and the fixed
account (see "Monthly Cost of Insurance").
MONTHLY ADMINISTRATIVE CHARGE
An administrative charge is deducted monthly on a proportionate basis from the
cash value in each sub-account and the fixed account. This charge is the sum of
the per policy charge and the per $1,000 basic charge. The per policy charge is
equal to:
- $10 per month in the first policy year;
- $5 per month in policy years 2 through 20 if the specified amount is
equal to or more than $150,000;
- $3 per month in policy years 2 through 20 if the specified amount is
less than $150,000;
- $0 per month in policy years 21 and after.
The per $1,000 basic coverage charge is determined for the first three policy
years. This monthly charge is derived as the sum of the charges for both
insureds per the following table:
Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage
21 $0.06 $0.10
22 $0.06 $0.10
23 $0.06 $0.10
24 $0.06 $0.10
25 $0.06 $0.10
26 $0.06 $0.10
27 $0.06 $0.12
28 $0.06 $0.13
29 $0.06 $0.14
30 $0.08 $0.15
31 $0.10 $0.16
32 $0.10 $0.16
33 $0.11 $0.16
34 $0.11 $0.16
35 $0.11 $0.16
36 $0.12 $0.16
37 $0.13 $0.16
38 $0.14 $0.16
39 $0.15 $0.17
40 $0.16 $0.18
41 $0.16 $0.18
42 $0.16 $0.18
43 $0.16 $0.18
44 $0.16 $0.18
45 $0.16 $0.18
46 $0.17 $0.19
47 $0.18 $0.20
48 $0.19 $0.21
49 $0.20 $0.22
50 $0.20 $0.23
51 $0.21 $0.24
52 $0.21 $0.25
53 $0.22 $0.26
54 $0.22 $0.27
55 $0.23 $0.28
56 $0.23 $0.29
57 $0.24 $0.30
58 $0.24 $0.31
59 $0.25 $0.32
60 $0.25 $0.33
7
<PAGE> 11
Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage
61 $0.25 $0.34
62 $0.25 $0.35
63 $0.25 $0.36
64 $0.25 $0.37
65 $0.25 $0.38
66 $0.25 $0.39
67 $0.25 $0.40
68 $0.25 $0.40
69 $0.25 $0.40
70 $0.25 $0.40
71 $0.25 $0.40
72 $0.25 $0.40
73 $0.25 $0.40
74 $0.25 $0.40
75 $0.25 $0.40
76 $0.25 $0.40
77 $0.25 $0.40
78 $0.25 $0.40
79 $0.25 $0.40
80 $0.25 $0.40
81 $0.25 $0.40
82 $0.25 $0.40
83 $0.25 $0.40
84 $0.25 $0.40
85 $0.25 $0.40
The maximum monthly charge is $750. The per $1,000 of Basic Coverage Charge is
$0 after the third policy year (see "Monthly Administrative Charge").
MORTALITY AND EXPENSE RISK CHARGE
A mortality and expense risk charge is deducted from the variable account on a
monthly basis. Mortality and expense risk deductions will be charged
proportionately to the cash value in each sub-account. The charge varies
depending on the variable account value as follows:
Variable Account Value Mortality and Expense
Risk Charge
Less than $25,000 0.60%
$25,000 to $249,999 0.30%
$250,000 or more 0.10%
See "Mortality and Expense Risk Charge" later in this prospectus for additional
information.
SURRENDER CHARGES
Nationwide deducts a surrender charge from the cash value of the policy if the
policy is surrendered during the first nine policy years. The maximum surrender
charge varies by the issue ages, sexes and underwriting classifications of the
insureds and is calculated based on the initial basic coverage on the policy
date.
The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies issued to a male non-smoking preferred and a
female non-smoking other than preferred based on a $1 million specified amount:
Average Issue Age Per $1,000 of Initial
Basic Coverage
35 $5.41
45 $8.40
55 $11.19
65 $15.64
75 $22.95
The surrender charge is comprised of an underwriting component and a sales
component. The underwriting component varies by average issue age as follows:
Average Issue Age Per $1,000 of Initial
Basic Coverage
Age 0 Through 39 $4.00
Age 40 Through Age 49 $6.00
Age 50 Through Age 59 $7.00
Age 60 Through Age 85 $8.00
The sales component varies by average issue age as follows:
Average Issue Age Per $1,000 of Initial
Basic Coverage
35 $1.41
45 $2.40
55 $4.19
65 $7.64
75 $14.95
8
<PAGE> 12
Surrender charges are reduced beginning in the third policy year. The percentage
of the surrender charge assessed is reflect in the following chart:
Policy Year(s) Percentage of Surrender Charge
1 100%
2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 and over 0%
See "Surrender Charges" later in this prospectus for additional information.
9
<PAGE> 13
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. - American 0.70% 0.00% 0.00% 0.70%
Century VP Income & Growth
American Century Variable Portfolios, Inc. - American 1.34% 0.00% 0.00% 1.34%
Century VP International
American Century Variable Portfolios, Inc. - American 1.00% 0.00% 0.00% 1.00%
Century VP Value
Dreyfus Investment Portfolios - European Equity Portfoli 1.00% 0.25% 0.00% 1.25%
The Dreyfus Socially Responsible Growth Fund, Inc. 0.75% 0.04% 0.00% 0.79%
Dreyfus Stock Index Fund, Inc. 0.25% 0.01% 0.00% 0.26%
Dreyfus Variable Investment Fund - Appreciation Portfoli 0.43% 0.35% 0.00% 0.78%
(formerly, Dreyfus Variable Investment Fund - Capital
Appreciation Portfolio)
Federated Insurance Series - Federated Quality Bond Fund II 0.00% 0.68% 0.00% 0.68%
Fidelity VIP Equity-Income Portfolio: Service Class 0.48% 0.08% 0.10% 0.66%
Fidelity VIP Growth Portfolio: Service Class 0.58% 0.07% 0.10% 0.75%
Fidelity VIP High Income Portfolio: Service Class 0.58% 0.11% 0.10% 0.79%
Fidelity VIP Overseas Portfolio: Service Class 0.73% 0.15% 0.10% 0.98%
Fidelity VIP II Contrafund Portfolio: Service Class 0.58% 0.07% 0.10% 0.75%
Fidelity VIP III Growth Opportunities Portfolio: Service 0.58% 0.10% 0.10% 0.78%
Class
Janus Aspen Series - Capital Appreciation Portfolio: 0.65% 0.04% 0.25% 0.94%
Service Shares
Janus Aspen Series - Global Technology Portfolio: Service 0.65% 0.13% 0.25% 1.03%
Shares
Janus Aspen Series - International Growth Portfolio: 0.65% 0.11% 0.25% 1.01%
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 Global 50 Fund (formerly, NSAT Nationwide 1.00% 0.20% 0.00% 1.20%
Global Equity Fund)
NSAT Nationwide Mid Cap Index Fund (formerly, NSAT 0.88% 0.15% 0.00% 1.03%
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 (formerly, NSAT 1.10% 0.20% 0.00% 1.30%
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%
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%
</TABLE>
10
<PAGE> 14
UNDERLYING MUTUAL FUND ANNUAL EXPENSES (CONTINUED)
(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>
Oppenheimer Variable Account Funds - Oppenheimer 0.66% 0.01% 0.00% 0.67%
Aggressive Growth Fund/VA
Oppenheimer Variable Account Funds - Oppenheimer Capital 0.68% 0.02% 0.00% 0.70%
Appreciation Fund/VA
Oppenheimer Variable Account Funds - Oppenheimer Global 0.67% 0.02% 0.00% 0.69%
Securities Fund/VA
Oppenheimer Variable Account Funds - Oppenheimer Main 0.73% 0.05% 0.00% 0.78%
Street Growth & Income Fund/VA
Strong Opportunity Fund II, Inc. 1.00% 0.14% 0.00% 1.14%
The Universal Institutional Funds, Inc. - Emerging Markets 0.45% 0.98% 0.00% 1.43%
Debt Portfolio (formerly, Morgan Stanley Dean Witter
Universal Funds, Inc. - Emerging Markets Debt Portfolio)
The Universal Institutional Funds, Inc. - Mid Cap Growth 0.00% 1.05% 0.00% 1.05%
Portfolio
Van Eck Worldwide Insurance Trust - Worldwide Emerging 1.00% 0.34% 0.00% 1.34%
Markets Fund
Van Eck Worldwide Insurance Trust - Worldwide Hard Assets 1.00% 0.26% 0.00% 1.26%
Fund
Van Kampen Life Investment Trust - Morgan Stanley Real 0.97% 0.13% 0.00% 1.10%
Estate Securities Portfolio
Warburg Pincus Trust- Value Portfolio (formerly, Warburg 0.56% 0.44% 0.00% 1.00%
Pincus Trust - Growth & Income Portfolio)
Warburg Pincus Trust - International Equity Portfoli 1.00% 0.32% 0.00% 1.32%
Warburg Pincus Trust - Global Post-Venture Capital 1.07% 0.33% 0.00% 1.40%
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 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.
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<PAGE> 15
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.
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund net assets, before expense
reimbursement)
<TABLE>
<CAPTION>
Management Other Total Underlying
Fees Expenses 12b-1 Fees Mutual Fund Expenses
<S> <C> <C> <C> <C>
Fidelity VIP Growth Portfolio: Service Class 0.58% 0.09% 0.10% 0.77%
Fidelity VIP Overseas Portfolio: Service Class 0.73% 0.18% 0.10% 1.01%
Fidelity VIP II Contrafund 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 Global 50 Fund (formerly, NSAT 1.00% 0.54% 0.00% 1.54%
Nationwide Global Equity Fund)
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 Portfoli 0.93% 0.15% 0.00% 1.08%
The Universal Institutional Funds, Inc. - 0.80% 0.98% 0.00% 1.78%
Emerging Markets Debt Portfolio (formerly,
Morgan Stanley Dean Witter Universal Funds, Inc.
- Emerging Markets Debt Portfolio)
The Universal Institutional Funds, Inc. - Mid 0.75% 7.31% 0.00% 8.06%
Cap 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 Portfoli 0.75% 0.59% 0.00% 1.34%
(formerly, 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>
12
<PAGE> 16
SYNOPSIS OF THE POLICIES
The policy offered by this prospectus provides for life insurance coverage on
two insureds. Nationwide pays the death proceeds on the death of the last
surviving 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
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, determined the next business date after the date Nationwide
receives a proper written request for surrender and the policy (or a lost policy
form), minus any charges, indebtedness or other deductions due on that date,
which may also include a surrender charge.
PREMIUMS
The initial premium is shown on the policy data page. Additional premium
payments may be made at any time while the policy is in force. Each premium
payment must be at least $50.
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.
RIDERS
A rider may be added to the policy (availability varies by state).
Riders currently include:
- Policy Split Option;
- Estate Protection;
- Maturity Extension Endorsement; and
- Maturity Extension for Specified Amount.
These riders are not available in the State of New Jersey.
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
13
<PAGE> 17
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 fund options 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.
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
net 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 may, upon written request,
transfer all sub-account cash values 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 transfer. Nationwide will not assess a charge for this
transfer.
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
14
<PAGE> 18
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 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 and state insurance departments.
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. Purchase payments will be
allocated to the fixed account by election of the contract 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
contracts at varying rate(s) set by Nationwide. The guaranteed rate for any
purchase payment 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 contract owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
3.0% for any given year.
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<PAGE> 19
New premium payments deposited to the contract 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
This policy provides life insurance coverage with the flexibility to vary the
amount and frequency of premium payments. At policy issuance, the policy owner
selects the premium and specified amount, which consists of basic coverage and
supplemental coverage, if any. The proportion of supplemental coverage is
irrevocable. A policy owner can apply to increase or decrease the specified
amount no more than once per policy year.
The minimum specified amount is $100,000. Supplemental coverage cannot exceed
90% of the specified amount.
Supplemental coverage differs from basic coverage in several respects:
1) supplemental coverage has lower cost of insurance rates, on a current
basis;
2) supplemental coverage has no surrender charges; and
3) supplemental coverage has no monthly per unit charge, on a current
basis.
Supplemental coverage is not available for policies issued in the State of New
York.
Policies may be issued to insureds at ages consistent with Nationwide's
underwriting guidelines. Before issuing any policy, Nationwide requires
satisfactory evidence of insurability which may include medical examinations.
PREMIUM PAYMENTS
Each premium payment must be at least $50. The initial premium is payable in
full at Nationwide's home office or to an authorized agent of Nationwide.
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 both insureds are still living.
Additional premium payments may be made at any time while the policy is in
force, subject to the following conditions:
- Nationwide may require satisfactory evidence of insurability before
accepting any additional premium payment which results in an increase
in the net amount at risk.
- Premium payments in excess of the premium limit established by the IRS
to qualify the policy as a contract for life insurance will be
refunded.
- Nationwide may require policy indebtedness be repaid prior to
accepting any additional premium payments.
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.
Nationwide will send scheduled premium payment reminder notices to policy owners
according to the premium mode shown on the policy data page.
DEATH BENEFIT GUARANTEES
Lifetime Guaranteed Policy Continuation
The policy will not lapse if cumulative premiums, less any indebtedness and
partial withdrawals are greater than or equal to cumulative Lifetime Guaranteed
Policy Continuation premiums (see "Grace Period").
Limited Guaranteed Policy Continuation
The policy will not lapse during the Limited Guaranteed Policy Continuation
period if cumulative premiums, less any indebtedness
16
<PAGE> 20
and partial withdrawals, are greater than or equal to cumulative Limited
Guaranteed Policy Continuation premiums. The Limited Guaranteed Policy
Continuation period runs from the policy issue date to the policy anniversary on
or next following the younger insured's 75th birthday (see "Grace Period").
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. - Labor Day 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
SALES LOAD
Nationwide deducts a sales load from each premium payment received. It is
guaranteed never to exceed 2.5% of each premium payment. The sales load is 1.5%
for policy years 1 through 10 and 0.5% thereafter.
The total sales load actually deducted from any policy will be equal to the sum
of this front-end sales load plus any sales surrender charge.
TAX EXPENSE CHARGES
A charge equal to 3.5% is deducted from all premium payments when the premium
payment is received in order to compensate Nationwide for certain administrative
expenses which are incurred by Nationwide for taxes, which include premium or
other taxes, imposed by various state and local jurisdictions, as well as
federal taxes imposed under Section 848 of the Internal Revenue Code. These tax
expenses to Nationwide consist of two components:
1) a tax rate of 2.25% for state and local premium or other taxes; and
2) a tax rate of 1.25% for federal taxes.
The amount charged may be more or less than the amount actually assessed by the
state in which a particular policy owner lives.
Nationwide does not expect to make a profit from these charges.
SURRENDER CHARGES
Nationwide deducts a surrender charge from the cash value of any policy
surrendered during the first 9 policy years. The charge is deducted
proportionally from the cash value in each sub-account and the fixed account.
The maximum surrender charge varies by the issue ages, sexes, and underwriting
classifications of the insureds and is calculated based on the initial basic
coverage on the policy date.
The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies which are issued on a male non-tobacco
preferred and a female non-tobacco other than preferred basis (see "Appendix B:
Illustrations of Cash Values, Cash Surrender Values, and Death Benefits" for
specific examples) based on $1 million specified amount.
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<PAGE> 21
Maximum Surrender Charges
Per $1,000 of Initial
Average Issue Age Basic Coverage
35 $5.41
45 $8.40
55 $11.19
65 $15.64
75 $22.95
The surrender charge is comprised of two components:
- an underwriting component; and
- a sales component.
The underwriting component varies by average issue age in the following manner:
Underwriting Component
Per $1,000 of Initial Basic
Average Issue Age Coverage
Age 0 Through 39 $4.00
Age 40 Through 49 $6.00
Age 50 Through 59 $7.00
Age 60 Through 85 $8.00
The underwriting component is designed to cover the administrative expenses
associated with underwriting and issuing policies, including the costs of: o
processing applications; o conducting medical exams; o determining insurability
and the insureds' underwriting class; and o establishing policy records.
The remainder of the surrender charge that is not attributable to the
underwriting component represents the sales component. The purpose of the sales
component is to reimburse Nationwide for some of the expenses incurred in the
distribution of the policies.
In no event will this component exceed 23.75% of the lesser of the SEC Guideline
Level Premium required in the first year or the premiums actually paid in the
first year.
The following table illustrates the maximum sales surrender charge per $1,000 of
initial basic coverage based on a policy issued on a male non-tobacco preferred
and a female non-tobacco other than preferred basis.
Maximum Sales Component
Per $1,000 of Initial Basic
Average Issue Age Coverage
35 $1.41
45 $2.40
55 $4.19
65 $7.64
75 $14.95
Nationwide does not expect to profit from the surrender charge. The surrender
charge may be insufficient to recover certain expenses related to the sale of
the policies. Unrecovered expenses are born by Nationwide's general assets which
may include profits, if any, from mortality and expense risk charges. Additional
premiums and/or income earned on assets in the variable account have no effect
on the maximum surrender charges.
The surrender charge does not apply to increases or decreases in specified
amount.
Reductions to Surrender Charges
Surrender charges are reduced in subsequent policy years as follows:
Surrender Charge
as a Percentage of Surrender Charge
Policy Year Percentage of
Surrender Charge
1 100%
2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10+ 0%
MONTHLY COST OF INSURANCE
The monthly cost of insurance charge reflects the anticipated mortality of both
insureds and the fact that the death benefit is not payable until the death of
the last surviving insured.
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<PAGE> 22
The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the net amount at risk. The
net amount at risk is the difference between the death benefit and the policy's
cash value, as calculated at the beginning of each policy month. This deduction
is charged proportionately to the cash value in each sub-account and the fixed
account.
Monthly cost of insurance rates will not exceed those guaranteed in the policy.
Guaranteed cost of insurance rates are based on the 1980 Commissioners Standard
Ordinary Mortality Table, Age Last Birthday (1980 CSO). Guaranteed cost of
insurance rates for policies issued on a substandard basis are based on
appropriate multiples of the 1980 CSO. These mortality tables are sex distinct.
In addition, separate mortality tables will be used for tobacco and non-tobacco.
The rate class of an insured may affect the cost of insurance rate. Nationwide
currently places insureds into both standard rate classes and substandard rate
classes that involve a higher mortality risk. In an otherwise identical policy,
an insured in the standard rate class will have a lower cost of insurance than
an insured in a rate class with higher mortality risks.
MONTHLY ADMINISTRATIVE CHARGE
Nationwide deducts a monthly administrative expense charge proportionately from
the cash value in each sub-account and the fixed account. This charge reimburses
Nationwide for certain actual expenses related to maintenance of the policies
including accounting and record keeping, and periodic reporting to policy
owners. Nationwide does not expect to recover any amount in excess of aggregate
maintenance expenses from this charge.
This charge is the sum of the per policy charge and the per $1,000 basic
coverage. The per policy charge is equal to:
- $10 per month in the first policy year;
- $5 per month in policy years 2 through 20 if the specified amount is
equal to or greater than $150,000;
- $3 per month in policy years 2 through 20 if the specified amount is
less than $150,000;
- $0 per month in policy years 21 and on.
The per $1,000 basic coverage charge is determined for the first three policy
years. This monthly charge is derived as the sum of the charges for both
insureds per the following table:
Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage
21 $0.06 $0.10
22 $0.06 $0.10
23 $0.06 $0.10
24 $0.06 $0.10
25 $0.06 $0.10
26 $0.06 $0.10
27 $0.06 $0.12
28 $0.06 $0.13
29 $0.06 $0.14
30 $0.08 $0.15
31 $0.10 $0.16
32 $0.10 $0.16
33 $0.11 $0.16
34 $0.11 $0.16
35 $0.11 $0.16
36 $0.12 $0.16
37 $0.13 $0.16
38 $0.14 $0.16
39 $0.15 $0.17
40 $0.16 $0.18
41 $0.16 $0.18
42 $0.16 $0.18
43 $0.16 $0.18
44 $0.16 $0.18
45 $0.16 $0.18
46 $0.17 $0.19
47 $0.18 $0.20
48 $0.19 $0.21
49 $0.20 $0.22
50 $0.20 $0.23
51 $0.21 $0.24
52 $0.21 $0.25
53 $0.22 $0.26
54 $0.22 $0.27
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<PAGE> 23
Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage
55 $0.23 $0.28
56 $0.23 $0.29
57 $0.24 $0.30
58 $0.24 $0.31
59 $0.25 $0.32
60 $0.25 $0.33
61 $0.25 $0.34
62 $0.25 $0.35
63 $0.25 $0.36
64 $0.25 $0.37
65 $0.25 $0.38
66 $0.25 $0.39
67 $0.25 $0.40
68 $0.25 $0.40
69 $0.25 $0.40
70 $0.25 $0.40
71 $0.25 $0.40
72 $0.25 $0.40
73 $0.25 $0.40
74 $0.25 $0.40
75 $0.25 $0.40
76 $0.25 $0.40
77 $0.25 $0.40
78 $0.25 $0.40
79 $0.25 $0.40
80 $0.25 $0.40
81 $0.25 $0.40
82 $0.25 $0.40
83 $0.25 $0.40
84 $0.25 $0.40
85 $0.25 $0.40
The maximum monthly charge is $750. The per $1,000 of Basic Coverage charge is
$0 after the third policy year.
After a change in specified amount, the per $1000 basic coverage charge portion
of the monthly administrative expense charge is based on the new basic coverage
in effect and the age of the younger insured at the time of the increase.
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 both insureds 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 non-recovery
of policy issue, underwriting and other administrative expenses due to policies
that lapse or are surrendered in the early policy years.
Nationwide deducts the mortality and expense risk charge from the variable
account on a monthly basis. Mortality and expense risk deductions will be
charged proportionally to the value in each sub-account. This charge varies
depending on the variable account value, as described in the table that follows.
Variable Account Value Mortality and Expense Risk
Charge
Less than $25,000 0.60%
$25,000 to $249,999 0.30%
$250,000 or more 0.10%
Policy owners receive quarterly and annual statements, advising policy owners of
the cancellation of accumulation units for mortality and expense risk charges.
FEDERAL INCOME TAX
No charge is assessed to policy owners for federal 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.
REDUCTION OF CHARGES
The policy is available for purchase by individuals, corporations and other
groups. Nationwide may reduce or eliminate certain charges (sales load,
surrender charge, monthly administrative charge, monthly cost of insurance
charge, or other 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, (including employees of
Nationwide and their families).
20
<PAGE> 24
Eligibility for reduction in charges and the amount of any reduction is
determined by a number of factors, including:
- the number of insureds;
- the total premium expected to be paid;
- total assets under management for the policy owner;
- the nature of the relationship among individual insureds;
- the purpose for which the policies are being purchased;
- the expected persistency of individual policies; and
- any other circumstances which are rationally related to the expected
reduction in expenses.
The extent and nature of reductions may change from time to time. The charge
structure may vary. Variations are determined in a manner not unfairly
discriminatory to policy owners which reflects differences in costs of services.
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
After the policy has been in force for one year, the policy owner may request a
partial surrender.
Partial surrenders are permitted if they satisfy the following requirements:
1) the minimum partial surrender is $200;
2) partial surrenders may not reduce the specified amount below the
minimum issue amount ($100,000);
3) the maximum amount of a partial surrender is the cash surrender value
less the greater of $500 or three monthly deductions; and
4) after the partial surrender, the policy continues to qualify as life
insurance.
Nationwide reserves the right to limit the number of partial surrenders in each
policy year.
When a partial surrender is made, the cash value is reduced by the amount of the
partial surrender. Also, under death benefit Option 1, the specified amount is
reduced by the amount of the partial surrender. The basic and supplemental
specified amounts are reduced proportionally.
Partial surrenders will 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.
Nationwide reserves the right to deduct a fee for each partial surrender. The
fee will not be more than the lesser of $25 or 2% of the amount of the partial
surrender. Currently, Nationwide does not deduct this fee.
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
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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.
VARIATION IN CASH VALUE
On any date during the policy year, the cash value equals the cash value on the
preceding valuation date plus any net premium applied since the previous
valuation date, minus any partial surrenders plus or minus any investment
results, and less any policy charges.
There is no guaranteed cash value. The cash value will vary with the investment
experience of the variable account and/or the daily crediting of interest in the
fixed account and policy loan account depending on the allocation of cash value
by the policy owner.
POLICY PROVISIONS
POLICY OWNER
While either 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
either 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. Nationwide may require that
the policy be submitted for endorsement before making a change.
If the policy owner dies before both insureds, 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 either 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 an 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 both insureds, the death proceeds will be paid to the
policy owner or the policy owner's estate.
CHANGES IN EXISTING INSURANCE COVERAGE
The policy owner may request certain changes in the insurance coverage under the
policy. Requests must be in writing and received by Nationwide. No change will
take effect unless the cash surrender value after the change is sufficient to
keep the policy in force for at least 3 months.
Any approved change will have an effective date of the monthly anniversary day
on or next following the date Nationwide approves the application for the
change. Basic and supplemental coverage will change proportionally.
Nationwide reserves the right to limit the number of specified amount changes to
one each policy year.
Specified Amount Increases
After the first policy year, the policy owner may request an increase to the
specified amount. Any increase will be subject to the following conditions:
1) satisfactory evidence of insurability must be provided for both insureds;
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2) the increase must be for a minimum of $10,000; and
3) age limits are the same as for a new issue.
Specified Amount Decreases
After the first policy year, the policy owner may also request a decrease to the
specified amount. Any such decrease shall reduce insurance in the following
order:
1) against insurance provided by the most recent increase;
2) against the next most recent increases successively; and
3) against insurance provided under the original application.
Nationwide will refuse a request for a decrease which would:
1) reduce the specified amount to less than the minimum issue amount; or
2) disqualify the policy as a contract for life insurance.
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 5%. 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 are allocated to the NSAT
Money Market Fund during the period a policy owner can cancel the policy, unless
a specific state requires premiums to be allocated to the fixed account. At the
expiration of 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 net premiums or may 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. Net premiums allocated to the fixed account at the
time of application may not be transferred from the fixed account 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).
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. Nationwide does not currently
assess any charge for income taxes incurred by Nationwide as a result of the
operations of the sub-accounts. Nationwide reserves the right to assess a charge
for such taxes if Nationwide determines that such taxes will be incurred.
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<PAGE> 27
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 3.0%. (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:
- Transfers between the fixed account and the variable account may not
be made in the first policy year.
- Transfers between the fixed account and the variable account may be
made once per policy year.
- Transfers among sub-accounts may be made once per valuation date.
- Nationwide reserves the right to restrict the amount transferred from
the fixed account to 20% of the cash value in the fixed account.
Policy owners who have entered into Dollar Cost Averaging agreements
with Nationwide may transfer under the terms of that agreement.
- Nationwide reserves the right to restrict the amount transferred to
the fixed account to 20% of the cash value.
The policy owner's cash value in each sub-account will be determined as of the
date Nationwide receives the transfer request in good order.
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.
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:
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- 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 to 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. Maximum policy indebtedness is limited to 90% of the cash value, less
any surrender charges. The cash value less surrender charge is determined as of
the loan date. Nationwide will not grant a loan for an amount less than $200.
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 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.
INTEREST
The annual effective loan interest rate charged on policy loans is 3.9%.
On a current basis, cash value in the policy loan account is credited with an
annual effective rate of 3% during policy years 1 through 10 and an annual
effective rate of 3.9% during the 11th and subsequent policy years. Nationwide
may change the current interest crediting rate on the policy loans at any time
at its sole discretion. However, the rate is guaranteed never to be lower than
3% during policy years 1 through 10
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and 3.65% during the 11th and subsequent policy years.
If it is determined that such loans will be treated, as a result of the
differential between the interest crediting rate and the loan interest rate, as
taxable distributions under any applicable ruling, regulation, or court
decision, Nationwide retains the right to increase the net cost (by decreasing
the interest crediting rate) on all subsequent policy loans to an amount that
would result in the transaction being treated as a loan under federal tax law.
If this amount is not prescribed by such ruling, regulation, or court decision,
the amount will be that which Nationwide considers to be more likely to result
in the transaction being treated as a loan under federal tax law.
Amounts transferred to the policy loan account will earn interest daily from the
date of transfer. The earned interest is transferred from the policy loan
account to a variable account or the fixed account on each policy anniversary,
at the time a new loan is requested, or at the time of loan repayment. It will
be allocated according to the fund allocation factors in effect at the time of
the transfer.
Interest is charged daily and is payable at the end of each policy year or at
the time of loan repayment. Unpaid interest will be added to the existing policy
indebtedness as of the due date and will be charged interest at the same rate as
the rest of the indebtedness.
Whenever the total policy indebtedness exceeds the cash value 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 indebtedness may be repaid at any time while the policy is in
force during the insured's lifetime. Any payment intended as a premium payment,
rather than a loan repayment, 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 underlying mutual fund allocation factors in effect at the time
of the repayment. Each repayment may not be less than $50. 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 either 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.
POLICY OWNER SERVICES
DOLLAR COST AVERAGING
Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level
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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 and the 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.
The minimum monthly transfer is $100. 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.
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.
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 policy owner selects premium and the specified amount, which
consists of the basic coverage and the supplemental coverage, if any (see
"Underwriting and Issuance").
While the policy is in force, the death benefit will never be less than the
specified amount. The death benefit may vary with the cash value of the policy,
which depends on investment performance.
The policy owner chooses one of three death benefit options. For changes of
death benefit options please refer to "Changes in the Death Benefit Option"
later in this prospectus.
OPTION 1: the death benefit will be the greater of the specified amount or the
applicable percentage of cash value (see below). Under OPTION 1, the amount of
the death benefit will ordinarily not change for several years to reflect the
investment performance, and may not change at all. If investment performance is
favorable, the amount of death benefit may increase. To see how and when
investment performance will begin to affect death benefits, please see the
illustrations in Appendix B.
OPTION 2: the death benefit will be the greater of the specified amount plus the
cash value, or the applicable percentage of cash value. Under OPTION 2, the
amount of the death benefit will vary directly with the investment performance.
OPTION 3: the death benefit will be the greater of (a) and (b) where:
(a) is the specified amount plus the returnable accumulated premium (RAP)
Amount, but not to exceed the maximal accumulated premium (identified
at issue); and
(b) is the applicable percentage of cash value.
The Returnable Accumulated Premium Amount is equal to all premium payments
accumulated to the date of the death of the last insured, less any partial
surrenders and loans outstanding. The accumulations will be calculated based on
the Option 3 interest rate which is identified at issue.
The term "applicable percentage" means the percentage shown in the "Applicable
Percentage of Cash Value Table." The applicable percentage depends on whether
the policy owner elected the Guideline Premium/Cash Value Corridor Test or the
Cash Value Accumulation Test. The following tables illustrate applicable
percentages:
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GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
TABLE OF APPLICABLE PERCENTAGES OF CASH VALUE
Attained Age of Percentage of
Younger Insured Cash Value
0-40 250%
41 243%
42 236%
43 229%
44 222%
45 215%
46 209%
47 203%
48 197%
49 191%
50 185%
51 178%
52 171%
53 164%
54 157%
55 150%
56 146%
57 142%
58 138%
59 134%
60 130%
61 128%
62 126%
63 124%
64 122%
65 120%
66 119%
67 118%
68 117%
69 116%
70 115%
71 113%
72 111%
73 109%
74 107%
75 105%
76 105%
77 105%
78 105%
79 105%
80 105%
81 105%
82 105%
83 105%
84 105%
85 105%
86 105%
87 105%
88 105%
89 105%
90 105%
91 104%
92 103%
93 102%
94 101%
95 101%
96 101%
97 101%
98 101%
99 101%
100 100%
CASH VALUE ACCUMULATION TEST
The Cash Value Accumulation Test also requires the death benefit to exceed an
applicable percentage of the cash value. These applicable percentages are the
net inverses of net single premiums based on an interest rate of 4% and 1980 CSO
guaranteed mortality as prescribed in Internal Revenue Code Section 7702 for the
Cash Value Accumulation Test. These premiums vary with the ages, sexes, and risk
classifications of the insureds.
The table below provides an example of applicable percentages for the Cash Value
Accumulation Test. This example is for a male non-tobacco preferred issue age 55
and a female non-tobacco preferred issue age 55.
Policy Percentage of
Year Cash Value
1 302%
2 290%
3 279%
4 269%
5 259%
6 249%
7 240%
8 231%
9 223%
10 215%
11 207%
12 200%
13 193%
14 186%
15 180%
16 174%
17 169%
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Policy Percentage of
Year Cash Value
18 164%
19 159%
20 154%
21 150%
22 146%
23 142%
24 139%
25 136%
26 133%
27 130%
28 127%
29 125%
30 123%
31 121%
32 119%
33 118%
34 116%
35 115%
36 113%
37 112%
38 111%
39 110%
40 108%
41 107%
42 106%
43 104%
44 103%
45 102%
CHANGES IN THE DEATH BENEFIT OPTION
After the first policy year, the policy owner may change the death benefit
option. If the change is from Option 1 to Option 2, the specified amount will be
decreased by the amount of the cash value. Basic coverage and supplemental
coverage will be decreased proportionally. If the change is from Option 2 to
Option 1, the specified amount will be increased by the amount of the cash
value. Basic coverage and supplemental coverage will be increased
proportionally.
Evidence of insurability is not required for a change from Option 1 to Option 2.
Nationwide reserves the right to require evidence of insurability for a change
from Option 2 to Option 1.
Nationwide also permits changes from Option 3 to Option 1 or Option 3 to Option
2. Nationwide reserves the right to require evidence of insurability for a
change from Option 3 to Option 1 or Option 3 to Option 2.
The effective date of the change will be the monthly anniversary date on or next
following the date Nationwide approves the request for change. Only one change
of option is permitted per policy year. A change in death benefit option will
not be permitted if it results in the total premiums paid exceeding the then
current maximum premium limitations prescribed by the IRS to qualify the policy
as a life insurance contract.
PROCEEDS PAYABLE ON DEATH
The actual death proceeds payable on the death of the last surviving insured
will be the death benefit as described above, less any policy indebtedness, and
less any unpaid policy charges. Under certain circumstances, the death proceeds
may be adjusted (see "Incontestability," "Error in Age or Sex," and "Suicide").
INCONTESTABILITY
Nationwide will not contest payment of the death proceeds based on the initial
specified amount after the policy has been in force during the lifetimes of both
insureds for 2 years from the policy date. For any increase in specified amount
requiring evidence of insurability, Nationwide will not contest payment of the
death proceeds based on such an increase after it has been in force during the
lifetimes of both insureds for 2 years from its effective date.
ERROR IN AGE OR SEX
If the age or sex of either insured has been misstated, the affected benefits
will be adjusted by the ratio of the last monthly cost of insurance deducted to
the monthly cost of insurance that would have been deducted based on the true
age and sex of each insured.
SUICIDE
If either insured dies by suicide, while sane or insane, within two years from
the policy date, Nationwide will pay no more than the sum of the premiums paid,
less any indebtedness, and
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<PAGE> 33
less any partial surrenders. If either insured dies by suicide, while sane or
insane, within two years from the date an application is accepted for an
increase in the specified amount, 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. If the policy is still in force, 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.
RIGHT OF CONVERSION
The policy owner may at any time upon written request to Nationwide within 24
months of the policy date, make an irrevocable, one time election to transfer
all sub-account cash values to the fixed account. The right of conversion is
subject to state availability.
GRACE PERIOD
GRACE PERIOD WITHOUT DEATH BENEFIT GUARANTEES
If the surrender value on a monthly anniversary day is not sufficient to cover
the current monthly deduction, and no death benefit guarantee is in effect, a
grace period will be allowed for the payment of a premium of at least 4 times
the current monthly deduction. Nationwide will send the policy owner a notice at
the start of the grace period at the last known address stating the amount of
premium required to keep the policy from lapsing.
The grace period will end 61 days after the later of the day Nationwide mails
the notice or the monthly anniversary date when the surrender value was
insufficient. If the required amount is not paid by the end of the grace period,
this policy will terminate without value. Nationwide will pay the death proceeds
if the death proceeds become payable during the grace period.
LIFETIME GUARANTEED POLICY CONTINUATION
The policy will not lapse if on each monthly anniversary date, (1) is greater
than or equal to (2), where:
1) is the sum of all premiums paid to date less any indebtedness and less
any previous partial surrenders; and
2) is the sum of the Lifetime Guaranteed Policy Continuation premiums due
since the policy date including such premium for the current monthly
anniversary date.
The Lifetime Guaranteed Policy Continuation will be permanently lost when
premium payments fall below those required to maintain this benefit unless
sufficient premiums are paid within a 61 day grace period. Payment of enough
premium to make (1) greater than or equal to (2) restores the benefit. Any
increase or decrease in specified amount would increase or decrease the minimum
guaranteed amount, respectively.
The Lifetime Guaranteed Policy Continuation premium is shown on the policy data
page.
LIMITED GUARANTEED POLICY CONTINUATION
During the Limited Guaranteed Policy Continuation period, the policy will not
lapse if on each monthly anniversary day (1) is greater than or equal to (2)
where:
1) is the sum of all premiums paid to date, less any indebtedness and
less any previous partial surrenders; and
2) is the sum of the Limited Guaranteed Policy Continuation premiums due
since the policy date including such premium for the current monthly
anniversary date.
The sum of the Limited Policy Continuation Premiums (LPCP) will be calculated
monthly.
Two different premium levels are used in the Limited Policy Continuation
Guaranteed Period. These premiums are the Initial Policy Continuation Premium
(applicable in years 1-3) and the Long-term Policy Continuation Premium
(applicable in years 4+). At the beginning of each in the first three policy
years, the sum of LPCP will increase 1/12 of the Initial Policy Continuation
Premium. At the beginning of each month in the fourth or later policy years,
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<PAGE> 34
the sum of LPCP will increase by 1/12 of the Long-term Policy Continuation
Premium.
The cash surrender value will be calculated on a daily basis to determine if
such value falls to $0 or below. The policy owner may pay premiums at any time
to satisfy the terms of the provision. This means that the guarantee is not lost
if on any policy month anniversary (1) is less than (2). The guarantee would not
be in effect at that time, but could be reinstated if the policyowner paid
sufficient premium so that (1) was greater than or equal to (2).
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
lapses. The policy owner may reinstate the policy provided both insureds are
alive on the date of reinstatement 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 of both insureds satisfactory to
Nationwide;
3) paying sufficient premium to cover all policy charges that were due
and unpaid during the grace period if the policy terminated in the
fourth or later policy year;
4) paying sufficient premium to keep the policy in force for 3 months
from the date of reinstatement; and
5) paying or reinstating any indebtedness against the policy which
existed at the end of the grace period.
The effective date of a reinstated policy will be the monthly anniversary day on
or next following the date the application for reinstatement is approved by
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 lesser of:
1) The cash value at the end of the grace period; or
2) The surrender charge for the policy year in which the policy was
reinstated.
Unless the policy owner has provided otherwise, all amounts will be allocated
based on the underlying mutual fund allocation factors in effect at the start of
the grace period.
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 (see "Information about the Policies"). 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 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
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<PAGE> 35
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 if no Taxpayer identification number
is provided to Nationwide, or if the IRS notifies Nationwide that back-up
withholding is required.
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<PAGE> 36
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 2000, an estate of less than $675,000
(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 last surviving insured dies, the death benefit will generally be
included in such 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.
Secretary of the Treasury, 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.
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<PAGE> 37
TAXATION OF POLICY SPLIT OPTION RIDER
The Policy Split Option Rider permits a policy to be split into two other single
life insurance contracts upon the occurrence of a divorce of the joint insureds
or certain other changes in federal estate tax.
A policy split could have adverse tax consequences. It is not clear whether a
policy split will be treated as a nontaxable exchange under Section 1035 of the
Internal Revenue Code. If a policy split is not treated as a nontaxable
exchange, a split could result in the recognition of taxable income in an amount
up to any gain in the policy at the time of the split. Additionally, it is not
clear whether, in all circumstances, the resulting individual contracts would be
treated as life insurance contracts for federal income tax purposes and, if so
treated, whether the individual contracts would be classified as modified
endowment contracts. Before the policy owner exercises rights provided by the
Policy Split Option Rider, it is important that a tax adviser be consulted
regarding the possible consequences of a policy split.
DESCRIPTION OF CASH VALUE ACCUMULATION TEST AND GUIDELINE PREMIUM/CASH VALUE
CORRIDOR TEST
Section 7702(b)(1) of the Internal Revenue Code provides that if one of two
alternate tests is met, a policy will be treated as life insurance for federal
tax purposes. The two tests are referred to as the Cash Value Accumulation Test
and the Guideline Premium/Cash Value Corridor Test.
The Cash Value Accumulation Test generally requires that under the terms of a
life insurance policy, the death benefit must be sufficient so that the cash
surrender value, as defined in Section 7702(f)(2), does not at any time exceed
the net single premium required to fund the future benefits under the policy.
The net single premium under the policy will vary according to the age, sex and
underwriting classification of the insureds.
Under the Cash Value Accumulation Test, there is no limit to the amount that may
be paid in premiums as long as there is sufficient death benefit in relation to
the account value at all times. A table containing the applicable percentage of
cash value can be found in the "How the Death Benefit Varies" section.
The Guideline Premium/Cash Value Corridor Test requires that the sum of the
premiums paid into the policy does not at any time exceed the guideline premium
limitation. Additionally, a minimum corridor of death benefit in relation to
account value must be maintained.
Policy owners who elect this test are given the option of electing either an
Option 1 or Option 2 death benefit. Please refer to "How the Death Benefit
Varies" for a detailed explanation.
The policy owners must make the election of death benefit qualification tests on
the application. Once elected, the death benefit qualification test cannot be
changed for the duration of the policy. If no option is designated, the
Guideline Premium/Cash Value Corridor Test with an Option 1 death benefit will
be assumed by Nationwide to have been selected.
Regardless of which test is selected, Nationwide will monitor compliance to
assure that the policy meets the statutory definition of life insurance for
federal tax purposes. 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.
The policy owner elects either the Cash Value Accumulation Test or the Guideline
Premium/Cash Value Corridor Test in the application. This election is
irrevocable.
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
34
<PAGE> 38
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, or 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 (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.
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<PAGE> 39
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 with the Ohio 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 Ohio Insurance Department includes
periodic examination to determine Nationwide's contract liabilities and reserves
so that the Ohio Insurance Department may certify the items are correct.
Nationwide's books and accounts are subject to review by the Ohio 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
36
<PAGE> 40
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
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,
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<PAGE> 41
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 DC Variable Account
- Nationwide DCVA-II o NACo Variable Account
- Nationwide Multi-Flex Variable Account
- Nationwide Variable Account
- 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 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 plus any expense allowance payments paid by
Nationwide on the sale of these policies provided by the General Distributor
will not exceed 99% of the target premium plus 4% of any excess premium
payments. Gross renewal commissions in years 2 through 10 paid by Nationwide
will not exceed 4% of actual premium payment, and will not exceed 2% in policy
years 11 and thereafter.
No underwriting commissions have been paid by Nationwide to NISC.
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<TABLE>
<CAPTION>
NISC DIRECTORS AND OFFICERS
------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------
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>
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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;
- 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 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
40
<PAGE> 44
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 NISC, a
registered broker-dealer affiliated with the Nationwide group of companies.
<TABLE>
<CAPTION>
DIRECTORS OF NATIONWIDE
----------------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR NAME AND POSITIONS AND OFFICES
PRINCIPAL BUSINESS ADDRESS 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, Ohio 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
----------------------------------------------------------------------------------------------------------------------
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 Operations, Xerox Corporation (2)
1401 H Street NW
Washington, DC 2007
----------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 45
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR NAME AND POSITIONS AND OFFICES
PRINCIPAL BUSINESS ADDRESS WITH DEPOSITOR PRINCIPAL OCCUPATION
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ralph M. Paige Director Executive Director Federation of Southern
Federation of Southern Cooperatives/Land Assistance Fund
Cooperative/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 NISC, 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.
EXECUTIVE OFFICERS OF NATIONWIDE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
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
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</TABLE>
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<PAGE> 46
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
-------------------------------------------------------------------------------------------------------------------
<S> <C>
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
-------------------------------------------------------------------------------------------------------------------
Phillip 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 - Multi-channel and Sponsor Relations
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
-------------------------------------------------------------------------------------------------------------------
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
One Nationwide Plaza Senior Vice President - Finance - Nationwide Financial
Columbus, OH 43215
-------------------------------------------------------------------------------------------------------------------
Richard M. Waggoner Senior Vice President - Operations
One Nationwide Plaza
Columbus, OH 43215
-------------------------------------------------------------------------------------------------------------------
Susan A. Wolken Senior Vice President - Life Company Operations
One Nationwide Plaza
Columbus, OH 43215
-------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 47
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.
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.
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<PAGE> 48
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. 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
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<PAGE> 49
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
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.
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<PAGE> 50
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 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
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<PAGE> 51
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 assets in equity securities, including common and
preferred stock, convertible preferred stock and convertible debt
obligations.
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<PAGE> 53
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 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.
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<PAGE> 54
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 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
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<PAGE> 55
Lower-Rated Debt Securities" section of the Portfolio's prospectus.
VIP OVERSEAS PORTFOLIO: SERVICE CLASS
Investment Objective: Long-term capital growth primarily through
investments in foreign securities. This Portfolio provides a means for
investors to diversify their own portfolios by participating in companies
and economies outside the United States.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
The Fidelity Variable Insurance Products Fund II (VIP II) is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on March 21, 1988. VIP II's shares are purchased by insurance companies to
fund benefits under variable life insurance policies and variable annuity
contracts. FMR is the manager of VIP II and its portfolios.
VIP II CONTRAFUND PORTFOLIO: SERVICE CLASS
Investment Objective: To seek capital appreciation by investing primarily
in companies that FMR believes to be undervalued due to an overly
pessimistic appraisal by the public. This strategy can lead to investments
in domestic or foreign companies, small and large, many of which may not be
well known. The Portfolio primarily invests in common stock and securities
convertible into common stock, but it has the flexibility to invest in any
type of security that may produce capital appreciation.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
The Fidelity Variable Insurance Products Fund III (VIP III) is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on July 14, 1994. VIP III's shares are purchased by insurance companies to
fund benefits under variable life insurance policies and variable annuity
contracts. FMR is the manager of VIP III and 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.
52
<PAGE> 56
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 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
53
<PAGE> 57
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.
NATIONWIDE HIGH INCOME BOND FUND
Subadviser: Federated Investment Counseling
Investment Objective: Seeks to provide high current income by investing
primarily in a professionally managed, diversified portfolio of fixed
income securities. To meet its objective, the Fund intends to invest at
least 65% of its assets in lower-rated fixed income securities such as
preferred stocks, bonds, debentures, notes, equipment lease certificates
and equipment trust certificates which are rated BBB or lower by Standard
& Poor's or Fitch Investors Service or Baa or lower by Moody's (or if not
rated, are determined by the Fund's subadviser to be of a comparable
quality). Such investments are commonly referred to as "junk bonds." For
a further discussion of lower-rated securities, please see the "High
Yield Securities" section of the Fund's prospectus.
NATIONWIDE MULTI SECTOR BOND FUND
Subadviser: 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 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.
54
<PAGE> 58
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.
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.
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
55
<PAGE> 59
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.
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.
56
<PAGE> 60
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 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.
THE 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: Seeks 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
57
<PAGE> 61
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. 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.
58
<PAGE> 62
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 polices change with investment performance. The illustrations
demonstrate 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 not 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 variable account 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 0.90%. This effective rate is based on the average of the fund expenses,
after expense reimbursement, for the preceding year for all 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 -0.68%, 5.32% and 11.32%, respectively.
The illustrations also reflect the fact that Nationwide makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the policy. The values shown are for policies which are
issued as standard. Policies issued on a substandard basis would result in lower
cash values and death benefits than those illustrated. Death benefit Option 1
has been assumed in all the illustrations.
The illustrations reflect that Nationwide deducts a sales load as well as
charges for state premium and federal taxes, from each premium payment. 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.
In addition, the illustrations reflect the fact that Nationwide deducts a
monthly administrative charge at the beginning of each policy month. The
illustrations also reflect that Nationwide deducts a monthly charge to assume
mortality and expense risks. This mortality and expense risk charge is assessed
at the beginning of each policy month and is calculated as a percentage of the
assets of the variable account only.
Policy charges on policies issued for delivery in the State of New York will
vary (see "Deductions and Charges") and thereby affect the illustrations.
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<PAGE> 63
The cash surrender values shown in the illustrations reflect that Nationwide
will deduct a surrender charge from the policy's cash value for any policy
surrendered in the first nine years.
Upon request, Nationwide will furnish a comparable illustration based on the
proposed insureds' age, sex, smoking classification, rating classification and
premium payment requested.
60
<PAGE> 64
$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE
AGE 55 OPTION 1 CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST AT CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 8,462 -- 1,000,000 9,050 -- 1,000,000 9,641 -- 1,000,000
2 26,153 16,739 6,854 1,000,000 18,442 8,556 1,000,000 20,217 10,331 1,000,000
3 40,218 24,757 15,860 1,000,000 28,115 19,218 1,000,000 31,758 22,861 1,000,000
4 54,986 35,254 27,346 1,000,000 40,906 32,998 1,000,000 47,272 39,363 1,000,000
5 70,493 45,426 38,506 1,000,000 54,099 47,179 1,000,000 64,234 57,314 1,000,000
6 86,775 55,236 49,305 1,000,000 67,675 61,743 1,000,000 82,762 76,831 1,000,000
7 103,872 64,638 59,695 1,000,000 81,601 76,659 1,000,000 102,978 98,035 1,000,000
8 121,823 73,566 69,612 1,000,000 95,830 91,875 1,000,000 125,001 121,047 1,000,000
9 140,671 81,940 78,974 1,000,000 110,292 107,326 1,000,000 148,954 145,988 1,000,000
10 160,462 89,665 89,665 1,000,000 124,909 124,909 1,000,000 174,968 174,968 1,000,000
11 181,243 97,390 97,390 1,000,000 140,339 140,339 1,000,000 203,925 203,925 1,000,000
12 203,063 104,994 104,994 1,000,000 156,498 156,498 1,000,000 236,018 236,018 1,000,000
13 225,973 112,477 112,477 1,000,000 173,423 173,423 1,000,000 271,612 271,612 1,000,000
14 250,030 119,841 119,841 1,000,000 191,153 191,153 1,000,000 311,156 311,156 1,000,000
15 275,289 127,086 127,086 1,000,000 209,730 209,730 1,000,000 355,099 355,099 1,000,000
16 301,810 134,214 134,214 1,000,000 229,199 229,199 1,000,000 403,939 403,939 1,000,000
17 329,658 141,225 141,225 1,000,000 249,607 249,607 1,000,000 458,234 458,234 1,000,000
18 358,899 148,120 148,120 1,000,000 271,035 271,035 1,000,000 518,604 518,604 1,000,000
19 389,601 154,900 154,900 1,000,000 293,550 293,550 1,000,000 585,741 585,741 1,000,000
20 421,839 161,565 161,565 1,000,000 317,212 317,212 1,000,000 660,416 660,416 1,000,000
21 455,688 168,177 168,177 1,000,000 342,145 342,145 1,000,000 743,554 743,554 1,000,000
22 491,230 174,257 174,257 1,000,000 368,023 368,023 1,000,000 835,943 835,943 1,000,000
23 528,549 179,417 179,417 1,000,000 394,617 394,617 1,000,000 938,690 938,690 1,000,000
24 567,734 183,474 183,474 1,000,000 421,876 421,876 1,000,000 1,052,899 1,052,899 1,105,544
25 608,878 186,218 186,218 1,000,000 449,748 449,748 1,000,000 1,179,412 1,179,412 1,238,382
26 652,080 187,397 187,397 1,000,000 478,182 478,182 1,000,000 1,319,518 1,319,518 1,385,494
27 697,441 186,728 186,728 1,000,000 507,136 507,136 1,000,000 1,474,635 1,474,635 1,548,367
28 745,071 183,878 183,878 1,000,000 536,581 536,581 1,000,000 1,646,317 1,646,317 1,728,633
29 795,082 178,455 178,455 1,000,000 566,505 566,505 1,000,000 1,836,263 1,836,263 1,928,076
30 847,594 169,980 169,980 1,000,000 596,912 596,912 1,000,000 2,046,326 2,046,326 2,148,642
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different form
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
61
<PAGE> 65
$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE
AGE 55 OPTION 2 CURRENT VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST AT CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 10,193 -- 1,010,193 10,885 560 1,010,885 11,579 1,254 1,011,579
2 30,135 20,173 9,848 1,020,173 22,189 11,864 1,022,189 24,291 13,966 1,024,291
3 46,342 29,878 20,586 1,029,878 33,872 24,580 1,033,872 38,201 28,909 1,038,201
4 63,359 42,033 33,773 1,042,033 48,756 40,496 1,048,756 56,324 48,064 1,056,324
5 81,227 53,828 46,600 1,053,828 64,123 56,895 1,064,123 76,150 68,923 1,076,150
6 99,988 65,220 59,025 1,065,220 79,947 73,752 1,079,947 97,813 91,618 1,097,813
7 119,688 76,154 70,992 1,076,154 96,189 91,026 1,096,189 121,444 116,282 1,121,444
8 140,372 86,555 82,425 1,086,555 112,784 108,654 1,112,784 147,167 143,037 1,147,167
9 162,090 96,326 93,228 1,096,326 129,643 126,545 1,129,643 175,096 171,998 1,175,096
10 184,895 105,357 105,357 1,105,357 146,658 146,658 1,146,658 205,341 205,341 1,205,341
11 208,840 114,363 114,363 1,114,363 164,568 164,568 1,164,568 238,909 238,909 1,238,909
12 233,982 123,204 123,204 1,123,204 183,267 183,267 1,183,267 276,023 276,023 1,276,023
13 260,381 131,881 131,881 1,131,881 202,791 202,791 1,202,791 317,116 317,116 1,317,116
14 288,100 140,395 140,395 1,140,395 223,180 223,180 1,223,180 362,621 362,621 1,362,621
15 317,205 148,747 148,747 1,148,747 244,471 244,471 1,244,471 413,016 413,016 1,413,016
16 347,765 156,936 156,936 1,156,936 266,732 266,732 1,266,732 468,833 468,833 1,468,833
17 379,853 164,964 164,964 1,164,964 290,028 290,028 1,290,028 530,660 530,660 1,530,660
18 413,546 172,832 172,832 1,172,832 314,410 314,410 1,314,410 599,151 599,151 1,599,151
19 448,923 180,541 180,541 1,180,541 339,931 339,931 1,339,931 675,031 675,031 1,675,031
20 486,070 188,089 188,089 1,188,089 366,645 366,645 1,366,645 759,102 759,102 1,759,102
21 525,073 195,539 195,539 1,195,539 394,671 394,671 1,394,671 852,318 852,318 1,852,318
22 566,027 202,322 202,322 1,202,322 423,488 423,488 1,423,488 955,071 955,071 1,955,071
23 609,028 207,959 207,959 1,207,959 452,630 452,630 1,452,630 1,067,880 1,067,880 2,067,880
24 654,179 212,218 212,218 1,212,218 481,860 481,860 1,481,860 1,191,577 1,191,577 2,191,577
25 701,588 214,834 214,834 1,214,834 510,891 510,891 1,510,891 1,327,051 1,327,051 2,327,051
26 751,368 215,501 215,501 1,215,501 539,379 539,379 1,539,379 1,475,236 1,475,236 2,475,236
27 803,636 213,881 213,881 1,213,881 566,922 566,922 1,566,922 1,637,132 1,637,132 2,637,132
28 858,518 209,599 209,599 1,209,599 593,058 593,058 1,593,058 1,813,805 1,813,805 2,813,805
29 916,144 202,231 202,231 1,202,231 617,247 617,247 1,617,247 2,006,378 2,006,378 3,006,378
30 976,651 191,299 191,299 1,191,299 638,860 638,860 1,638,860 2,216,034 2,216,034 3,216,034
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different form
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
62
<PAGE> 66
$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE
AGE 55 OPTION 1 GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST AT CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 7,866 -- 1,000,000 8,436 -- 1,000,000 9,007 -- 1,000,000
2 26,153 15,557 5,672 1,000,000 17,185 7,299 1,000,000 18,884 8,999 1,000,000
3 40,218 22,994 14,096 1,000,000 26,183 17,286 1,000,000 29,648 20,751 1,000,000
4 54,986 33,511 25,602 1,000,000 38,881 30,973 1,000,000 44,936 37,027 1,000,000
5 70,493 43,702 36,782 1,000,000 51,977 45,057 1,000,000 61,647 54,727 1,000,000
6 86,775 53,531 47,600 1,000,000 65,450 59,518 1,000,000 79,897 73,965 1,000,000
7 103,872 62,951 58,008 1,000,000 79,268 74,325 1,000,000 99,802 94,860 1,000,000
8 121,823 71,896 67,942 1,000,000 93,381 89,427 1,000,000 121,481 117,527 1,000,000
9 140,671 80,286 77,320 1,000,000 107,722 104,756 1,000,000 145,049 142,083 1,000,000
10 160,462 88,026 88,026 1,000,000 122,209 122,209 1,000,000 170,634 170,634 1,000,000
11 181,243 95,016 95,016 1,000,000 136,754 136,754 1,000,000 198,380 198,380 1,000,000
12 203,063 101,149 101,149 1,000,000 151,260 151,260 1,000,000 228,454 228,454 1,000,000
13 225,973 106,311 106,311 1,000,000 165,625 165,625 1,000,000 261,062 261,062 1,000,000
14 250,030 110,371 110,371 1,000,000 179,732 179,732 1,000,000 296,496 296,496 1,000,000
15 275,289 113,157 113,157 1,000,000 193,423 193,423 1,000,000 335,025 335,025 1,000,000
16 301,810 114,433 114,433 1,000,000 206,483 206,483 1,000,000 376,939 376,939 1,000,000
17 329,658 113,878 113,878 1,000,000 218,622 218,622 1,000,000 422,560 422,560 1,000,000
18 358,899 111,067 111,067 1,000,000 229,453 229,453 1,000,000 472,260 472,260 1,000,000
19 389,601 105,477 105,477 1,000,000 238,507 238,507 1,000,000 526,521 526,521 1,000,000
20 421,839 96,511 96,511 1,000,000 245,249 245,249 1,000,000 586,002 586,002 1,000,000
21 455,688 83,558 83,558 1,000,000 249,152 249,152 1,000,000 651,681 651,681 1,000,000
22 491,230 65,809 65,809 1,000,000 249,488 249,488 1,000,000 724,752 724,752 1,000,000
23 528,549 42,395 42,395 1,000,000 245,477 245,477 1,000,000 806,901 806,901 1,000,000
24 567,734 12,238 12,238 1,000,000 236,149 236,149 1,000,000 900,375 900,375 1,000,000
25 608,878 0 0 0 220,210 220,210 1,000,000 1,007,483 1,007,483 1,057,858
26 652,080 0 0 0 195,866 195,866 1,000,000 1,126,113 1,126,113 1,182,419
27 697,441 0 0 0 160,634 160,634 1,000,000 1,256,678 1,256,678 1,319,512
28 745,071 0 0 0 111,064 111,064 1,000,000 1,400,191 1,400,191 1,470,200
29 795,082 0 0 0 42,485 42,485 1,000,000 1,557,709 1,557,709 1,635,595
30 847,594 0 0 0 0 0 0 1,730,341 1,730,341 1,816,858
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different form
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
63
<PAGE> 67
$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE
AGE 55 OPTION 2 GUARANTEED VALUES
<TABLE>
<CAPTION>
0% HYPOTHETICAL GROSS 6% HYPOTHETICAL GROSS 12% HYPOTHETICAL GROSS
INVESTMENT RETURN INVESTMENT RETURN INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST AT CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 9,597 -- 1,009,597 10,271 -- 1,010,271 10,946 621 1,010,946
2 30,135 18,991 8,666 1,018,991 20,933 10,608 1,020,933 22,959 12,634 1,022,959
3 46,342 28,114 18,821 1,028,114 31,941 22,648 1,031,941 36,092 26,800 1,036,092
4 63,359 40,290 32,030 1,040,290 46,733 38,473 1,046,733 53,990 45,730 1,053,990
5 81,227 52,105 44,878 1,052,105 62,004 54,776 1,062,004 73,568 66,340 1,073,568
6 99,988 63,518 57,323 1,063,518 77,728 71,533 1,077,728 94,955 88,760 1,094,955
7 119,688 74,473 69,310 1,074,473 93,864 88,702 1,093,864 118,281 113,119 1,118,281
8 140,372 84,893 80,763 1,084,893 110,349 106,219 1,110,349 143,667 139,537 1,143,667
9 162,090 94,683 91,586 1,094,683 127,093 123,995 1,127,093 171,222 168,124 1,171,222
10 184,895 103,735 103,735 1,103,735 143,987 143,987 1,143,987 201,054 201,054 1,201,054
11 208,840 111,925 111,925 1,111,925 160,905 160,905 1,160,905 233,268 233,268 1,233,268
12 233,982 119,128 119,128 1,119,128 177,706 177,706 1,177,706 267,986 267,986 1,267,986
13 260,381 125,208 125,208 1,125,208 194,232 194,232 1,194,232 305,379 305,379 1,305,379
14 288,100 130,013 130,013 1,130,013 210,300 210,300 1,210,300 345,564 345,564 1,345,564
15 317,205 133,343 133,343 1,133,343 225,668 225,668 1,225,668 388,616 388,616 1,388,616
16 347,765 134,936 134,936 1,134,936 240,012 240,012 1,240,012 434,549 434,549 1,434,549
17 379,853 134,442 134,442 1,134,442 252,907 252,907 1,252,907 483,282 483,282 1,483,282
18 413,546 131,408 131,408 1,131,408 263,809 263,809 1,263,809 534,611 534,611 1,534,611
19 448,923 125,299 125,299 1,125,299 272,038 272,038 1,272,038 588,218 588,218 1,588,218
20 486,070 115,545 115,545 1,115,545 276,834 276,834 1,276,834 643,705 643,705 1,643,705
21 525,073 101,623 101,623 1,101,623 277,441 277,441 1,277,441 700,673 700,673 1,700,673
22 566,027 82,898 82,898 1,082,898 272,946 272,946 1,272,946 758,555 758,555 1,758,555
23 609,028 58,798 58,798 1,058,798 262,444 262,444 1,262,444 816,780 816,780 1,816,780
24 654,179 28,698 28,698 1,028,698 244,929 244,929 1,244,929 874,653 874,653 1,874,653
25 701,588 0 0 0 219,200 219,200 1,219,200 931,235 931,235 1,931,235
26 751,368 0 0 0 183,780 183,780 1,183,780 985,242 985,242 1,985,242
27 803,636 0 0 0 136,852 136,852 1,136,852 1,034,992 1,034,992 2,034,992
28 858,518 0 0 0 76,262 76,262 1,076,262 1,078,360 1,078,360 2,078,360
29 916,144 0 0 0 0 0 0 1,112,923 1,112,923 2,112,923
30 976,651 0 0 0 0 0 0 1,136,074 1,136,074 2,136,074
</TABLE>
ASSUMPTIONS:
(1) NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.
(3) NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
PROSPECTUS APPENDIX.
The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner, prevailing rates and rates of
inflation. The death benefit and cash value for a policy would be different form
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
64
<PAGE> 68
APPENDIX C: PERFORMANCE SUMMARY INFORMATION
The performance tables display historical investment 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 should 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.
PERFORMANCE TABLES - TOTAL RETURN
<TABLE>
<CAPTION>
Annual Percentage Change Non annualized 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 15.77 NA 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 Investment 04/05/93 14.51 28.05 30.22 11.46 2.46 11.46 45.13 85.84 211.55 242.65
Fund- 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
Fidelity VIP II Contrafund 01/03/95 16.13 24.08 29.94 24.15 8.91 24.15 61.31 100.16 NA 239.00
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 Fund 10/31/97 10.90 NA 8.07 0.87 -1.09 0.87 9.01 NA NA 10.60
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
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 Sector 10/31/97 10.42 NA 2.60 1.56 0.99 1.56 4.20 NA NA 5.28
Bond Fund
NSAT Nationwide Small Cap 05/03/99 20.50 NA NA NA 27.81 NA NA NA NA 105.01
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
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-Cap 11/03/97 21.43 NA 39.28 53.89 20.48 53.89 114.34 NA NA 151.21
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 Account 08/15/86 20.63 11.67 12.36 83.60 19.27 83.60 106.30 130.38 267.05 943.66
Funds - Oppenheimer
Aggressive Growth Fund/VA
Oppenheimer Variable Account 04/03/85 17.57 26.69 24.00 41.66 14.87 41.66 75.65 122.54 280.67 995.14
Funds - Oppenheimer Capital
Appreciation Fund/VA
</TABLE>
<TABLE>
<CAPTION>
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 Investment 22.95 25.52 20.06
Fund- 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
Fidelity VIP II Contrafund 26.02 NA 27.71
Portfolio: Service Class
Fidelity VIP III Growth 19.01 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 Fund NA NA 4.76
NSAT Nationwide Global 50 NA NA 19.90
Fund
NSAT Nationwide Mid Cap NA NA 14.27
Index Fund (formerly NSAT
Nationwide Select Advisers
Mid Cap Fund)
NSAT Nationwide Multi Sector NA NA 2.40
Bond Fund
NSAT Nationwide Small Cap NA NA NA
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
Neuberger Berman AMT NA NA 24.04
Guardian Portfolio
Neuberger Berman AMT Mid-Cap NA NA 53.23
Growth Portfolio
Neuberger Berman AMT 13.67 21.03 17.50
Partners Portfolio
Oppenheimer Variable Account 32.07 29.70 19.16
Funds - Oppenheimer
Aggressive Growth Fund/VA
Oppenheimer Variable Account 30.56 30.65 17.63
Funds - Oppenheimer Capital
Appreciation Fund/VA
</TABLE>
65
<PAGE> 69
<TABLE>
<CAPTION>
Annual Percentage Change Non annualized 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>
Oppenheimer Variable Account 07/05/95 12.74 32.48 4.70 21.71 5.98 21.71 27.43 68.82 NA 180.19
Funds - Oppenheimer Main
Street Growth & Income
Fund/VA
The Universal Institutional 06/16/97 9.27 NA -28.38 29.37 6.12 29.37 -7.34 NA NA -6.62
Funds, Inc.- Emerging
Markets Debt Portfolio
Van Eck Worldwide Insurance 12/27/95 13.19 -11.60 -34.13 100.28 26.08 100.28 31.92 16.62 NA 46.42
Trust - Worldwide Emerging
Markets Fund
Van Eck Worldwide Insurance 09/01/89 8.35 -1.68 -30.97 21.00 8.09 21.00 -16.47 -17.87 7.62 46.87
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 57.95
Trust - Morgan Stanley Real
Estate Securities Portfolio
</TABLE>
<TABLE>
<CAPTION>
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>
Oppenheimer Variable Account 19.07 NA 25.82
Funds - Oppenheimer Main
Street Growth & Income
Fund/VA
The Universal Institutional NA NA -2.66
Funds, Inc.- Emerging
Markets Debt Portfolio
Van Eck Worldwide Insurance 5.26 NA 9.93
Trust - Worldwide Emerging
Markets Fund
Van Eck Worldwide Insurance -6.35 1.48 3.79
Trust - Worldwide Hard
Assets Fund
Van Kampen Life Investment 1.23 NA 10.71
Trust - Morgan Stanley Real
Estate Securities Portfolio
</TABLE>
The preceding table displays three types of total return: (1) Annual Percentage
Change; (2) Cumulative Non-Annualized Percentage Change; and (3) Average
Annualized Percentage Change. Total return shows the percent change in unit
values, with dividends and capital gains reinvested, after the deduction of
applicable investment advisory fees and other expenses of the underlying mutual
funds), and includes no contract-level charges. 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 Annual Percentage Change reflects the rate of
return on an annual percentage basis during the 1999 calendar year. The Average
Annualized Percentage Change reflects the annual percentage rate of return over
3 and 5 year periods, or from underlying mutual fund inception. 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 cash values will
show the investment performance such underlying mutual funds would have achieved
(reduced by any applicable variable account and policy charges, and underlying
mutual 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,
the cash values may not be available for all of the periods shown.
Performance for the Janus Aspen Series Capital Appreciation Portfolio: Service
Shares, Janus Aspen Series International Growth Portfolio: Service Shares and
the Janus Aspen Series Global Technology Portfolio: Service Shares is not
provided due to the funds not being available in this product until January 27,
2000.
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
PERFORMANCE TABLES - CASH VALUES
<TABLE>
<CAPTION>
1 Year to 12/31/99 2 Years to 12/31/99 3 Years to 12/31/99 5 Years to 12/31/99 10 Years to 12/31/99
Investment Fund Cash Cash Cash Cash Cash
Underlying 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 10/30/97 $19,047 $8,011 $43,232 $32,196 NA NA NA NA NA NA
Century VP
Income & Growth
American 05/02/94 $26,603 $15,567 $58,210 $47,174 $95,329 $97,826 $191,988 $184,262 NA NA
Century VP
International
American 05/01/96 $15,937 $4,901 $32,507 $21,471 $53,506 $56,004 NA NA NA NA
Century 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 $21,104 $10,068 $48,280 $37,244 $83,132 $85,630 $188,477 $180,751 NA NA
Socially
Responsible
Growth Fund,
Inc.
Dreyfus Stock 09/29/89 $19,522 $8,485 $44,514 $33,478 $77,761 $80,259 $179,788 $172,063 $548,754 $548,754
Index Fund,
Inc.
Dreyfus 04/05/93 $17,963 $6,927 $41,495 $30,459 $71,514 $74,011 $164,736 $157,011 NA NA
Variable
Investment
Fund-
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 $17,148 $6,112 $36,121 $25,085 $60,523 $63,021 $130,999 $123,274 $423,855 $423,855
Equity Income
Portfolio:
Service Class
Fidelity VIP 10/09/89 $22,343 $11,306 $53,378 $42,341 $91,333 $93,831 $201,020 $193,295 $639,058 $639,058
Growth
Portfolio:
Service Class
Fidelity VIP 09/19/85 $17,445 $6,409 $33,837 $22,801 $53,174 $55,672 $106,882 $99,156 $318,621 $318,621
High Income
Portfolio:
Service Class
Fidelity VIP 01/28/87 $23,107 $12,070 $48,938 $37,902 $77,540 $80,038 $151,576 $143,850 $390,907 $390,907
Overseas
Portfolio:
Service Class
Fidelity VIP 01/03/95 $20,091 $9,055 $46,107 $35,071 $78,211 $80,708 NA NA NA NA
II Contrafund
Portfolio:
Service Class
Fidelity VIP 01/03/95 $16,702 $5,665 $37,561 $26,525 $64,688 $67,186 NA NA NA NA
III Growth
Opportunities
Portfolio:
Service Class
NSAT Capital 05/14/92 $16,776 $5,740 $38,715 $27,679 $68,189 $70,686 $158,039 $150,314 NA NA
Appreciation
Fund
NSAT 11/08/82 $15,584 $4,547 $32,594 $21,558 $51,040 $53,538 $97,663 $89,938 $241,942 $241,942
Government
Bond Fund
NSAT Money 11/10/81 $16,840 $5,803 $34,445 $23,409 $52,782 $55,280 $97,457 $89,731 $220,898 $220,898
Market Fund
NSAT Total 11/08/82 $17,224 $6,188 $37,536 $26,500 $63,887 $66,385 $142,319 $134,593 $428,176 $428,176
Return Fund
NSAT 10/31/97 $16,196 $5,160 $33,636 $22,600 NA NA NA NA NA NA
Nationwide
Balanced Fund
NSAT 10/31/97 $19,873 $8,837 $43,461 $32,425 NA NA NA NA NA NA
Nationwide
Global 50 Fund
NSAT 10/31/97 $19,494 $8,458 $40,854 $29,817 NA NA NA NA NA NA
Nationwide Mid
Cap Index Fund
NSAT 10/31/97 $16,238 $5,202 $32,817 $21,781 NA NA NA NA NA NA
Nationwide
Multi Sector
Bond Fund
NSAT 05/03/99 NA NA NA NA NA NA NA NA NA NA
Nationwide
Small Cap
Growth Fund
NSAT 10/31/97 $20,760 $9,723 $40,272 $29,236 NA NA NA NA NA NA
Nationwide
Small Cap
Value Fund
NSAT 10/23/95 $23,221 $12,184 $46,242 $35,206 $73,417 $75,914 NA NA NA NA
Nationwide
Small Company
Fund
NSAT 10/31/97 $30,442 $19,406 $64,191 $53,155 NA NA NA NA NA NA
Nationwide
Strategic
Growth Fund
Neuberger 11/03/97 $18,604 $7,568 $43,365 $32,329 NA NA NA NA NA NA
Berman AMT
Guardian
Portfolio
Neuberger 11/03/97 $24,757 $13,720 $59,478 $48,441 NA NA NA NA NA NA
Berman AMT
Mid-Cap Growth
Portfolio
Neuberger 03/22/94 $17,303 $6,267 $35,109 $24,072 $58,767 $61,265 $136,426 $128,700 NA NA
Berman AMT
Partners
Portfolio
</TABLE>
<TABLE>
<CAPTION>
Inception to 12/31/99
Investment Cash
Underlying Accum Surr.
Options Value Value
<S> <C> <C>
American $70,627 $60,694
Century VP
Income & Growth
American $227,494 $220,873
Century VP
International
American $76,026 $67,197
Century VP
Value
Dreyfus $21,973 $10,937
Investment
Portfolios-
European
Equity
Portfolio
The Dreyfus $284,255 $278,737
Socially
Responsible
Growth Fund,
Inc.
Dreyfus Stock $601,624 $601,624
Index Fund,
Inc.
Dreyfus $268,712 $263,194
Variable
Investment
Fund-
Appreciation
Portfolio
Federated $16,381 $5,345
Insurance
Series-
Federated
Quality Bond
Fund II
Fidelity VIP $708,040 $708,040
Equity Income
Portfolio:
Service Class
Fidelity VIP $1,162,973 $1,162,976
Growth
Portfolio:
Service Class
Fidelity VIP $590,818 $590,818
High Income
Portfolio:
Service Class
Fidelity VIP $579,824 $579,824
Overseas
Portfolio:
Service Class
Fidelity VIP $178,251 $170,525
II Contrafund
Portfolio:
Service Class
Fidelity VIP $144,266 $136,541
III Growth
Opportunities
Portfolio:
Service Class
NSAT Capital $314,507 $310,092
Appreciation
Fund
NSAT $640,239 $640,239
Government
Bond Fund
NSAT Money $559,761 $559,761
Market Fund
NSAT Total $1,365,376 $1,365,37
Return Fund
NSAT $52,872 $42,940
Nationwide
Balanced Fund
NSAT $66,308 $56,376
Nationwide
Global 50 Fund
NSAT $64,040 $54,108
Nationwide Mid
Cap Index Fund
NSAT $52,100 $42,167
Nationwide
Multi Sector
Bond Fund
NSAT $35,475 $24,438
Nationwide
Small Cap
Growth Fund
NSAT $64,251 $54,319
Nationwide
Small Cap
Value Fund
NSAT $144,388 $136,663
Nationwide
Small Company
Fund
NSAT $96,014 $86,081
Nationwide
Strategic
Growth Fund
Neuberger $66,615 $56,682
Berman AMT
Guardian
Portfolio
Neuberger $99,118 $89,185
Berman AMT
Mid-Cap Growth
Portfolio
Neuberger $172,771 $166,150
Berman AMT
Partners
Portfolio
</TABLE>
67
<PAGE> 71
<TABLE>
<CAPTION>
1 Year to 12/31/99 2 Years to 12/31/99 3 Years to 12/31/99 5 Years to 12/31/99 10 Years to 12/31/99
Investment Fund Cash Cash Cash Cash Cash
Underlying 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>
Oppenheimer 08/15/86 $30,149 $19,112 $63,044 $52,007 $99,553 $102,051 $211,509 $203,784 $661,274 $661,274
Variable
Account Funds
- Oppenheimer
Aggressive
Growth Fund/VA
Oppenheimer 04/03/85 $23,031 $11,994 $51,292 $40,256 $87,144 $89,641 $200,419 $192,693 $607,064 $607,064
Variable
Account Funds
- Oppenheimer
Capital
Appreciation
Fund/VA
Oppenheimer 07/05/95 $19,743 $8,706 $40,060 $29,024 $67,231 $69,729 NA NA NA NA
Variable
Account Funds
- Oppenheimer
Main Street
Growth &
Income Fund/VA
The Universal 06/16/97 $21,006 $9,969 $35,263 $24,227 NA NA NA NA NA NA
Institutional
Funds, Inc.-
Emerging
Markets Debt
Portfolio
Van Eck 12/21/95 $33,116 $22,080 $52,915 $41,879 $71,389 $73,887 NA NA NA NA
Worldwide
Insurance
Trust -
Worldwide
Emerging
Markets Fund
Van Eck 09/01/89 $19,671 $8,635 $32,432 $21,395 $45,288 $47,786 $82,859 $75,133 $203,851 $203,851
Worldwide
Insurance
Trust -
Worldwide Hard
Assets Fund
Van Kampen 07/03/95 $15,470 $4,433 $28,820 $17,784 $45,291 $47,789 NA NA NA NA
Life
Investment
Trust- Morgan
Stanley Real
Estate
Securities
Portfolio
</TABLE>
<TABLE>
<CAPTION>
Inception to 12/31/99
Investment Cash
Underlying Accum Surr.
Options Value Value
<S> <C> <C>
Oppenheimer $1,193,713 $1,193,713
Variable
Account Funds
- Oppenheimer
Aggressive
Growth Fund/VA
Oppenheimer $1,275,252 $1,275,252
Variable
Account Funds
- Oppenheimer
Capital
Appreciation
Fund/VA
Oppenheimer $140,197 $132,472
Variable
Account Funds
- Oppenheimer
Main Street
Growth &
Income Fund/VA
The Universal $49,334 $39,401
Institutional
Funds, Inc.-
Emerging
Markets Debt
Portfolio
Van Eck $123,331 $115,605
Worldwide
Insurance
Trust -
Worldwide
Emerging
Markets Fund
Van Eck $221,218 $221,218
Worldwide
Insurance
Trust -
Worldwide Hard
Assets Fund
Van Kampen $95,629 $87,904
Life
Investment
Trust- Morgan
Stanley Real
Estate
Securities
Portfolio
</TABLE>
The cash value performance table shows the effect of the performance quoted on
accumulated values and cash surrender values, based on a hypothetical annual
guideline level premium of $20,000 for a 55 year old male and a 55 year old
female, both non-smoker preferred, with a level initial basic coverage death
benefit of $958,894. The cash surrender value figures reflect the deduction of
all applicable fund level investment advisory fees and the maximum policy
charges (i.e., premium load, mortality and expense risk charge, the applicable
cost of insurance charges, and a monthly administrative charge). 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 cash values will
show the investment performance such underlying mutual funds would have achieved
(reduced by any applicable variable account and policy charges, and underlying
mutual 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,
the cash values may not be available for all of the periods shown.
Performance for the Janus Aspen Series Capital Appreciation Portfolio: Service
Shares, Janus Aspen Series International Growth Portfolio: Service Shares and
the Janus Aspen Series Global Technology Portfolio: Service Shares is not
provided due to the funds not being available in this product until January 27,
2000.
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.
68
<PAGE> 72
<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> 73
<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> 74
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of 116 pages.
Representations and Undertakings.
Independent Auditors' Consent.
Signatures.
The following exhibits required by Forms N-8B-2 and S-6:
1. Power of Attorney dated April 5, 2000 - Attached hereto.
2. Resolution of the Depositor's Board of Directors authorizing the
establishment of the Registrant, adopted - *
3. Distribution Contracts - Attached hereto.
4. Form of Security - *
5. Articles of Incorporation of Depositor - *
6. Application Form of Security - Attached hereto.
7. Opinion of Counsel - Filed with initial registration statement on Form
S-6 (1933 Act File No. 333-94037, File No. 811-08301).
*Filed previously with Registration Statement (File No. 811-5311) and is
hereby incorporated by reference.
<PAGE> 75
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)(A) under the Act with
respect to the policies described in the prospectus. The policies have
been designed in such a way as to qualify for the exemptive relief from
various provisions of the Act afforded by Rule 6e-3(T).
(b) Paragraph (b) (13) (iii) (F) of Rule 6e-3(T) is being relied on for the
deduction of the mortality and expense risk charges ("risk charges")
assumed by 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> 76
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.
KPMG LLP
Columbus, Ohio
June 20, 2000
<PAGE> 77
SIGNATURES
As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account - 4, has caused this Pre-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf in the City of Columbus, and
State of Ohio, on this 20th day of June, 2000.
<TABLE>
<CAPTION>
<S> <C>
NATIONWIDE VLI SEPARATE ACCOUNT-4
----------------------------------------------------------------
(Registrant)
(Seal) NATIONWIDE LIFE INSURANCE COMPANY
----------------------------------------------------------------
Attest: (Depositor)
By: /s/ GLENN W. SODEN By: /s/ STEVEN SAVINI
---------------------------------------------- ----------------------------------------------------------------
Glenn W. Soden Steven Savini
Assistant Secretary Compliance Officer
------------------
Pursuant to the requirements of the Securities Act of 1933, this Effective Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities indicated on the 20th day of June, 2000.
SIGNATURE TITLE
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 /s/ STEVEN SAVINI
---------------------------------------- --------------------------------------
Arden L. Shisler Steven Savini
ROBERT L. STEWART Director Attorney-in-Fact
----------------------------------------
Robert L. Stewart
NANCY C. THOMAS Director
----------------------------------------
Nancy C. Thomas
</TABLE>
