NATIONWIDE MUTUAL FUNDS, DEF 14A, 2000-06-21

NATIONWIDE MUTUAL FUNDS
DEF 14A, 2000-06-21

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

NATIONWIDE MUTUAL FUNDS
-----------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

N/A
---
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:_____________

2) Aggregate number of securities to which transaction applies:________________

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):________________________________

4) Proposed maximum aggregate value of transaction:____________________________

5) Total fee paid:_____________________________________________________________

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:_____________________________________________________

<PAGE> 2
2) Form, Schedule or Registration Statement No.:_______________________________

3) Filing Party:_______________________________________________________________

4) Date Filed:_________________________________________________________________

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<PAGE> 3

NATIONWIDE MUTUAL FUNDS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of each Fund of Nationwide Mutual Funds:

Notice is hereby given that an Annual Meeting of Shareholders of each of
the series or portfolios (singly a "Fund" and collectively the "Funds") of
Nationwide Mutual Funds, an Ohio business trust (the "Trust"), will be held on
Wednesday, July 26, 2000, at 10:30 a.m., E.D.S.T., at 215 South Front Street,
Lower Level, Room G, Columbus, Ohio 43215. The purpose of the Meeting is to
consider and act on the following matters:

1. To elect a Board of Trustees;

2. To ratify the selection of KPMG LLP, independent public accountants, as
auditors to be employed by the Trust for the fiscal year ending October
31, 2000;

3. To amend the fundamental investment policy for each Fund regarding
making loans;

4. To amend the fundamental investment policy for each Fund regarding
commodities and commodities contracts;

5. To amend the fundamental investment policy regarding real estate for
each of the Mid Cap Growth Fund, Growth Fund, Nationwide Fund, Bond
Fund, Tax-Free Income Fund, Long-Term U.S. Government Bond Fund,
Intermediate U.S. Government Bond Fund, Money Market Fund, Morley
Capital Accumulation Fund, Morley Enhanced Income Fund, Value
Opportunities Fund, High Yield Bond Fund, S&P 500 Index Fund, Small Cap
Index Fund, Mid Cap Market Index Fund, International Index Fund and
Bond Index Fund;

6. To amend the fundamental investment policy regarding borrowing and
issuing senior securities for each of the Prestige Large Cap Value
Fund, Prestige Large Cap Growth Fund, Prestige Small Cap Fund, Prestige
Balanced Fund and Prestige International Fund;

7. To amend the fundamental investment policy with respect to
diversification for each of the Morley Enhanced Income Fund, Value
Opportunities Fund and High Yield Bond Fund;

8. To approve the reclassification of the fundamental investment objective
as nonfundamental for each of the Mid Cap Growth Fund, Growth Fund,
Nationwide Fund, Bond Fund, Tax-Free Income Fund, Long-Term U.S.
Government Bond Fund, Intermediate U.S. Government Bond Fund, Money
Market Fund, S&P 500 Index Fund, Prestige Large Cap Value Fund,
Prestige Large Cap Growth Fund, Prestige Small Cap Fund, Prestige
Balanced Fund and Prestige International Fund;

9. To approve an amendment to the Investment Advisory Agreement between
the Trust, on behalf of the Mid Cap Growth Fund, and Villanova Mutual
Fund Capital Trust, as investment adviser to such Fund, to increase the
investment advisory fees for such Fund; and

<PAGE> 4

10. To consider and act upon any matters incidental to the foregoing and to
transact such other business as may properly come before the Meeting
and any adjournment or adjournments thereof.

With respect to the Nationwide separate accounts who are shareholders of
the Trust, Nationwide Life Insurance Company or Nationwide Life and Annuity
Insurance Company (collectively, "Nationwide") hereby solicit and agree to vote
the shares of the Funds at the Meeting in accordance with timely instructions
received from owners of variable annuity contracts and variable life insurance
policies ("variable contracts") having contract values allocated to Nationwide's
separate accounts invested in shares of the Funds.

As a shareholder of record at the close of business of May 12, 2000, you
have the right to direct the persons listed on the enclosed proxy on how your
shares in the Fund(s) should be voted. If you are a variable contract owner of
record at the close of business of May 12, 2000, you have the right to instruct
Nationwide as to the manner in which the Fund shares attributable to your
variable contract should be voted. To assist you, a proxy or a proxy/voting
instruction form is enclosed. In addition, a Proxy Statement is attached to this
Notice and describes the matters to be voted on at the Meeting or any
adjournment(s) thereof.

By Order of the Trustees,
/s/ Elizabeth A. Davin
Elizabeth A. Davin, Secretary

June 15, 2000

YOUR VOTE IS IMPORTANT

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION, WE URGE YOU
TO COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY OR PROXY/VOTING
INSTRUCTION FORM. FOR YOUR CONVENIENCE, THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE.

-2-
<PAGE> 5

PROXY STATEMENT

FOR AN ANNUAL MEETING OF SHAREHOLDERS OF
NATIONWIDE MUTUAL FUNDS
TO BE HELD JULY 26, 2000

GENERAL VOTING INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Trustees of Nationwide Mutual Funds, an Ohio business trust (the
"Trust"), to be used in connection with an Annual Meeting of Shareholders (the
"Meeting") of all series or portfolios of the Trust (singly a "Fund" and
collectively the "Funds") to be held at 10:30 a.m., E.D.S.T., on Wednesday, July
26, 2000. The Meeting will be conducted at 215 South Front Street, Lower Level,
Room G, Columbus, Ohio 43215. The principal executive offices of the Trust are
located at Three Nationwide Plaza, Columbus, Ohio 43215. The Trustees have fixed
the close of business on May 12, 2000, as the record date (the "Record Date")
for the determination of shareholders of the Trust entitled to notice of and to
vote at the Meeting.

This Proxy Statement is being furnished in connection with the solicitation
of proxies from shareholders and of voting instructions by Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance Company
(collectively, "Nationwide") from owners of certain variable annuity contracts
and variable insurance policies (collectively, "variable contracts") having
contract values on the Record Date allocated to a subaccount of a Nationwide
separate account invested in shares of the Funds. The approximate date on which
this Proxy Statement and forms of proxy are first being sent to shareholders is
on or about June 21, 2000.

Shareholders of record on the Record Date are entitled to one vote for each
share and a proportionate fractional vote for any fraction of a share as to each
issue on which such shareholders are entitled to vote. The following table sets
forth the number of shares of beneficial interest ("Shares") of each of the
Funds which were outstanding as of the Record Date and are therefore entitled to
vote at the Meeting:

<TABLE>
<CAPTION>
FUND SHARES OUTSTANDING
---- ------------------
<S> <C>
Mid Cap Growth Fund......................................... 878,650
Growth Fund................................................. 60,337,340
Nationwide Fund............................................. 74,119,319
Bond Fund................................................... 13,278,139
Tax-Free Income Fund........................................ 21,998,393
Long-Term U.S. Government Bond Fund......................... 3,115,467
Intermediate U.S. Government Bond Fund...................... 10,743,962
Money Market Fund........................................... 1,395,864,845
S&P 500 Index Fund.......................................... 15,497,405
Morley Capital Accumulation Fund............................ 1,550,611
Morley Enhanced Income Fund................................. 1,117,075
Value Opportunities Fund.................................... 188,676
High Yield Bond Fund........................................ 10,744,087
Prestige Large Cap Value Fund............................... 2,886,837
Prestige Large Cap Growth Fund.............................. 3,392,505
</TABLE>

-1-
<PAGE> 6

<TABLE>
<CAPTION>
FUND SHARES OUTSTANDING
---- ------------------
<S> <C>
Prestige Small Cap Fund..................................... 2,097,419
Prestige Balanced Fund...................................... 853,719
Prestige International Fund................................. 1,397,905
Small Cap Index Fund........................................ 2,740
International Index Fund.................................... 25,788
Bond Index Fund............................................. 6,346
Mid Cap Market Index Fund................................... 501,087
Investor Destinations Aggressive Fund....................... 3,000
Investor Destinations Moderately Aggressive Fund............ 3,000
Investor Destinations Moderate Fund......................... 3,000
Investor Destinations Moderately Conservative Fund.......... 3,000
Investor Destinations Conservative Fund..................... 3,000
</TABLE>

Only shareholders of record at the close of business on the Record Date
will be entitled to notice of and to vote at the Meeting. The persons named as
proxies on the enclosed proxy will vote the Shares of each Fund at the Meeting
in accordance with the timely instructions received from shareholders. If a duly
executed and dated proxy is received that does not specify a choice (for,
against or abstain), the persons named as proxies will consider its timely
receipt as an instruction to vote in favor of the proposal(s) to which it
relates. Shareholders may revoke previously submitted proxies at any time prior
to the Meeting by submitting to the Trust a subsequently dated proxy, delivering
to the Trust a written notice of revocation or otherwise giving notice of
revocation in open Meeting, in all cases prior to the exercise of the authority
granted in the proxy. If Shares are held in an account at a brokerage firm or
bank, the shareholder should contact such brokerage firm or bank to change a
vote.

With respect to the Nationwide separate accounts, Nationwide will vote the
Shares of each Fund at the Meeting in accordance with the timely instructions
received from persons entitled to give voting instructions under the variable
contracts. Nationwide will vote Shares attributable to variable contracts as to
which no voting instructions are received in proportion (for, against or
abstain) to those for which timely instructions are received. If a duly executed
and dated proxy/voting instruction form is received that does not specify a
choice, Nationwide will consider its timely receipt as an instruction to vote in
favor of the proposal(s) to which it relates. Variable contract owners may
revoke previously submitted voting instructions given to Nationwide at any time
prior to the Meeting by submitting to Nationwide subsequently dated voting
instructions, delivering to Nationwide a written notice of revocation or
otherwise giving notice of revocation in open Meeting, in all cases prior to the
exercise of the authority granted in the proxy/voting instruction form.

THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE TRUST'S MOST RECENT
ANNUAL REPORTS TO SHAREHOLDERS AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS, ONCE
AVAILABLE, UPON REQUEST, WHICH REQUEST MAY BE MADE EITHER BY WRITING TO THE
TRUST AT THE ADDRESS ABOVE OR BY CALLING TOLL-FREE (800) 848-0920. THE
APPLICABLE ANNUAL REPORTS AND SEMI-ANNUAL REPORTS WILL BE MAILED TO YOU BY
FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF RECEIPT OF YOUR REQUEST.

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<PAGE> 7

At the Meeting, shareholders will be voting either together as a group
without regard to Fund or separately by Fund, depending on the proposal being
considered.

The following table summarizes the proposals on which shareholders are
being asked to vote (singly a "Proposal" and collectively the "Proposals") and
indicates which shareholders are eligible to vote on each Proposal. Proposals 1
and 2 will be voted upon by all Funds as a group; Proposals 3 and 4 will be
voted upon by all Funds voting individually by Fund; Proposals 5, 6, 7 and 8
will be voted upon by only those Funds to which they specifically relate, voting
individually by Fund; and Proposal 9 will be voted upon only by the shareholders
of the Mid Cap Growth Fund.

Proposal 2 To ratify the selection of KPMG LLP as Shareholders of all Funds
auditors voting together as a group

Proposal 3 To amend the fundamental investment Shareholders of all Funds
policy for each Fund regarding making Voting Separately by Fund
loans

Proposal 4 To amend the fundamental investment Shareholders of all Funds
policy for each Fund regarding Voting Separately by Fund
commodities and commodities contracts
Proposal 5 To amend the fundamental investment Shareholders of Such Funds
policy regarding real estate for each of Voting Separately by Fund
the following Funds:
- Mid Cap Growth Fund
- Growth Fund
- Nationwide Fund
- Bond Fund
- Tax-Free Income Fund
- Long-Term U.S. Government Bond Fund
- Intermediate U.S. Government Bond Fund
- Money Market Fund
- Morley Capital Accumulation Fund
- Morley Enhanced Income Fund
- Value Opportunities Fund
- High Yield Bond Fund
- S&P 500 Index Fund
- Small Cap Index Fund
- Mid Cap Market Index Fund
- International Index Fund
- Bond Index Fund
</TABLE>

-3-
<PAGE> 8

<TABLE>
<CAPTION>
SHAREHOLDERS WHO WILL
PROPOSAL BRIEF DESCRIPTION OF PROPOSAL VOTE ON THE PROPOSAL
-------- ----------------------------- ---------------------
<S> <C> <C>
Proposal 6 To amend the fundamental investment Shareholders of Such Funds
policy regarding borrowing and issuing Voting Separately by Fund
senior securities for each of the
following Funds:
- Prestige Large Cap Value Fund
- Prestige Large Cap Growth Fund
- Prestige Small Cap Fund
- Prestige Balanced Fund
- Prestige International Fund
Proposal 7 To amend the fundamental investment Shareholders of Such Funds
policy with respect to diversification Voting Separately by Fund
for each of the following Funds:
- Morley Enhanced Income Fund
- Value Opportunities Fund
- High Yield Bond Fund
Proposal 8 To approve the reclassification of the Shareholders of Such Funds
fundamental investment objective as Voting Separately by Fund
nonfundamental for each of the following
Funds:
- Mid Cap Growth Fund
- Growth Fund
- Nationwide Fund
- Bond Fund
- Tax-Free Income Fund
- Long-Term U.S. Government Bond Fund
- Intermediate U.S. Government Bond Fund
- Money Market Fund
- S&P 500 Index Fund
- Prestige Large Cap Value Fund
- Prestige Large Cap Growth Fund
- Prestige Small Cap Fund
- Prestige Balanced Fund
- Prestige International Fund
Proposal 9 To approve an amendment to the investment Shareholders of the Mid Cap
advisory agreement between the Trust, on Growth Fund only
behalf of the Mid Cap Growth Fund, and
Villanova Mutual Fund Capital Trust to
increase the investment advisory fees for
such Fund
</TABLE>

The Trust knows of no business other than that mentioned in Proposals 1
through 9 as described above which will be presented for consideration at the
Meeting. If any other matters are properly presented, it is the intention of the
persons named on the enclosed proxy card to vote proxies in accordance with
their best judgment. If a quorum is not present at the Meeting for a particular
Proposal or if a quorum is present but sufficient votes to approve such Proposal
are not received, the persons named as proxies may vote to approve those
Proposals for which

-4-
<PAGE> 9

sufficient votes have been received and may propose one or more adjournments of
the Meeting to permit further solicitation of proxies for those Proposals for
which sufficient votes have NOT been received, provided they determine that such
an adjournment and additional solicitation is reasonable and in the interest of
shareholders.

PROPOSAL 1 -- ELECTION OF TRUSTEES

It is the present intention that the proxies will be used for the purposes
of voting in favor of the election of each of the following nominees as Trustee
to hold office until the next meeting of shareholders called for the purpose of
electing Trustees and until his or her successor is elected and qualified. Each
of the nominees (except for Messrs. Allen, Hondros and Gasper, Ms. Cholmondeley
and Ms. Hennigar) presently is a Trustee of the Trust. Pursuant to Rule 14a-4(d)
under the Securities Exchange Act of 1934, as amended, each nominee has
consented to be named in this Proxy Statement and to serve if elected. It is not
expected that any of the nominees will decline or become unavailable for
election, but in case this should happen, the discretionary power given in the
proxy may be used to vote for a substitute nominee or nominees.

Paula H. J. Cholmondeley Ms. Cholmondeley has been Vice Not currently a Trustee
Age 50 President and General Manager of
Specialty Products at Sappi Fire
Paper North America since 1998.
From 1992 to 1998, she held
various positions with Owens
Corning, including Vice President
& General Manager of the
Residential Insulation Division
(1997 to 1998), President of the
MIRAFLEX Fibers Division (1994 to
1997), and Vice President of
Business Development and Global
Sourcing (1992 to 1994).

C. Brent DeVore Dr. DeVore has been President of 1998
Age 59 Otterbein College since 1984.
Trustee
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION(S) A TRUSTEE OF
POSITION WITH THE TRUST DURING PAST FIVE YEARS THE TRUST SINCE
----------------------- ----------------------- ---------------
<S> <C> <C>
Robert M. Duncan Since 1999, Mr. Duncan has worked 1998
Age 72 as an arbitration and mediation
Trustee consultant. From 1996 to 1999,
Mr. Duncan was a member of the
Ohio Elections Commission since
1996. He was formerly Vice
President and General Counsel of
The Ohio State University and
Secretary to the Board of
Trustees of The Ohio State
University from 1992 to 1996.

*Joseph J. Gasper Mr. Gasper has been Director, Not currently a Trustee
Age 56 President and Chief Operating
Officer of Nationwide Financial
Services, Inc. since December,
1996 and of Nationwide Life
Insurance Company since April
1996. Prior to that and since
August 1992, he was Executive
Vice President and Senior Vice
President for Nationwide
Insurance.

Barbara Hennigar Ms. Hennigar has been Chairman of Not currently a Trustee
Age 64 OppenheimerFunds Services and
Shareholder Services Inc. since
October 1999. Prior to that and
since July 1992, she served as
President and Chief Executive
Officer of OppenheimerFunds
Services.
</TABLE>

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<PAGE> 11

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION(S) A TRUSTEE OF
POSITION WITH THE TRUST DURING PAST FIVE YEARS THE TRUST SINCE
----------------------- ----------------------- ---------------
<S> <C> <C>
*Paul J. Hondros Mr. Hondros has been President Not currently a Trustee
Age 51 and Chief Executive Officer of
Villanova Mutual Fund Capital
Trust, Villanova Capital, Inc.
and Villanova SA Trust since
1999. From October 1997 through
October 1998, Mr. Hondros served
as President and Chief Operations
Officer of Pilgrim Baxter and
Associates, Ltd. (investment
management firm) and its
affiliated fixed income
investment management arm,
Pilgrim Baxter Value Investors,
Inc. and as Executive Vice
President to the PBHG Funds, PBHG
Insurance Series Funds and PBHG
Adviser Funds. Prior thereto, he
served and President and Chief
Operating Officer of Fidelity
Investments Retail Group from
1996 through 1997 and as
President and Chief Executive
Officer of Fidelity Investments
Institutional Services Co. from
1990 through 1997.

Thomas J. Kerr IV Dr. Kerr has been President 1998
Age 66 Emeritus of Kendall College
Trustee located in Evanston, Illinois
since 1996. He was formerly
President of Kendall College.

Douglas F. Kridler Mr. Kridler has been President 1998
Age 44 and Executive Director of CAPA
Trustee (the Columbus Association for the
Performing Arts) since 1984.

*Dimon R. McFerson Mr. McFerson has been Chairman 1998
Age 63 and Chief Executive Officer of
Chairman and Trustee the Nationwide Insurance and of
Nationwide Advisory Services,
Inc. since December 1992 and
Chairman and Chief Executive
Officer -- Nationwide of
Villanova Capital, Inc. since
March 1999.

*Arden L. Shisler Mr. Shisler has been President 2000
Age 58 and Chief Executive Officer of
Trustee K&B Transport, Inc., a trucking
firm, since January 1992.
</TABLE>

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<PAGE> 12

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION(S) A TRUSTEE OF
POSITION WITH THE TRUST DURING PAST FIVE YEARS THE TRUST SINCE
----------------------- ----------------------- ---------------
<S> <C> <C>
David C. Wetmore Mr. Wetmore has been a Managing 1998
Age 52 Director of Updata Capital, a
Trustee mergers and acquisitions and
venture capital firm, since 1995.
He is also a director of Career
Builder, Inc. and Walker
Interactive Systems, Inc.
</TABLE>

---------------

* Each of Messrs. Gasper, Hondros, McFerson and Shisler is considered an
"interested person" of the Trust, as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the "1940 Act"), because
each is an officer and/or director of the Trust's investment adviser,
principal underwriter and/or a parent thereof.

Except for Messrs. Allen, Hondros, and McFerson, Ms. Cholmondeley and Ms.
Hennigar, each nominee for Trustee is also currently a trustee of Nationwide
Separate Account Trust ("NSAT") and of Nationwide Asset Allocation Trust
("NAAT"). NSAT and NAAT are registered investment companies.

The Board currently does not have a standing audit committee or nominating
committee. However, the Board has created such committees which will be
established after the election of Trustees. Subject to the election of the
Trustee nominees listed above, the Board's Audit Committee members will be
Messrs. Wetmore and Allen and Ms. Cholmondeley, and the Board's Nominating and
Governance Committee members will be Messrs. Duncan, DeVore and Kerr. The Audit
Committee will be responsible for consulting with, reviewing and recommending to
the full Board the Trust's independent auditors and reviewing the results of the
audit of the Trust's financial statements. The Nominating and Governance
Committee will be responsible for selecting and nominating persons for election
or appointment to the Board or to Board Committees and for considering and
recommending to the full Board matters relating to Board governance. Since it
has not yet formally commenced its operation, the Nominating and Governance
Committee has not yet determined whether or not it will consider recommendations
by shareholders.

During the fiscal year ended October 31, 1999, no Trustee or officer who is
an officer of Villanova Mutual Fund Capital Trust ("VMF"), investment adviser
for certain of the Funds, or of any of its affiliates or who is affiliated with
any subadviser for any of the Funds received any remuneration from the Trust for
serving in such capacities.

A plurality of the votes cast at a meeting of shareholders at which a
quorum is present is required for the election of Trustees.

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<PAGE> 13
FURTHER INFORMATION REGARDING THE TRUSTEES AND EXECUTIVE OFFICERS

The following table sets forth information on beneficial ownership of
Shares of the Funds by each Trustee, nominee for Trustee and executive officer
of the Trust as of May 12, 2000.

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OF FUND NAME OF BENEFICIAL OWNER OWNED*
------------ ------------------------ ------------
<S> <C> <C>
Growth Fund C. Brent DeVore 4,438.42
Robert M. Duncan 1,716.02
Joseph J. Gasper 4,927.19(1)
Paul J. Hondros 679.35(1)
Thomas J. Kerr IV 2,857.83
Nationwide Fund C. Brent DeVore 2,895.26
Robert M. Duncan 2,224.18
Paul J. Hondros 561.36(1)
Thomas J. Kerr IV 2,872.65
David C. Wetmore 13,308.32
Bond Fund Robert M. Duncan 282.20
Thomas J. Kerr IV 1,276.18
Tax-Free Income Fund Robert M. Duncan 2,577.73
Intermediate U.S. Government Robert M. Duncan 1,328.93
Bond Fund Thomas J. Kerr IV 158.91
Money Market Fund Robert M. Duncan 16,864.53
Thomas J. Kerr IV and 4,534.24
Donna Lawton Kerr
Arden L. Shisler 37,786.90
</TABLE>

---------------

* As of May 12, 2000, the Trustees and executive officers of the Trust as a
group owned beneficially fewer than 1% of the outstanding Shares of the Trust
or of any of the Funds.

(1) Represents units in the Nationwide 401(k) Plan.

During the fiscal year ended October 31, 1999, the Trust's Board of
Trustees held five meetings. Other than Mr. McFerson, each of the current
Trustees attended at least 75% of those meetings. Messrs. Allen, Hondros, Gasper
and Shisler, Ms. Chomondeley and Ms. Hennigar were not trustees of the Trust
during that period.

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<PAGE> 14

The following table sets forth information regarding all compensation paid
by the Trust to its Trustees for their services as such during the fiscal year
ended October 31, 1999. The Trust has no pension or retirement plans.

COMPENSATION TABLE

<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION FROM
COMPENSATION THE TRUST AND THE
NAME AND POSITION WITH THE TRUST FROM THE TRUST FUND COMPLEX*
-------------------------------- -------------- -----------------
<S> <C> <C>
John C. Bryant(1)
Trustee....................................... $ 9,167 $21,167
C. Brent DeVore
Trustee....................................... $ 9,167 $21,167
Sue A. Doody(1)
Trustee....................................... $ 9,167 $21,167
Robert M. Duncan
Trustee....................................... $ 9,167 $21,167
Charles L. Fuellgraf, Jr.(2)
Trustee....................................... $ 7,500 $ 7,500
Thomas J. Kerr IV
Trustee....................................... $ 9,167 $21,167
Douglas F. Kridler
Trustee....................................... $ 9,167 $21,167
Dimon R. McFerson
Trustee....................................... $ 0 $ 0
Arden L. Shisler(3)
Trustee....................................... $ 0 $ 0
Nancy C. Thomas(4)
Trustee....................................... $ 9,167 $ 9,167
Harold W. Weihl(2)
Trustee....................................... $ 7,500 $ 7,500
David W. Wetmore
Trustee....................................... $ 9,167 $21,167
</TABLE>

---------------
* For purposes of this Table, Fund Complex means one or more mutual funds which
have a common investment adviser or affiliated investment advisers or which
hold themselves out to the public as being related and means here NSAT and
NAAT, as well as the Trust.

(1) Dr. Bryant and Ms. Doody are not standing for re-election as Trustees of the
Trust at the Meeting.

(2) Messrs. Fuellgraf and Weihl retired from their positions as Trustees of the
Trust as of May 10, 1999.

(3) Mr. Shisler was appointed to the Board of Trustees on February 9, 2000.

(4) Ms. Thomas retired from her position as Trustee of the Trust as of January
3, 2000.

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<PAGE> 15

EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
executive officers of the Trust:

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION AN OFFICER OF
POSITION WITH THE TRUST DURING THE PAST FIVE YEARS THE TRUST SINCE
----------------------- -------------------------- ---------------
<S> <C> <C>
Dimon R. McFerson Mr. McFerson has been Chairman and Chief May 1998
Age 63 Executive Officer of the Nationwide
Chairman and Trustee Insurance and of Nationwide Advisory
Services, Inc. since December 1992 and
Chairman and Chief Executive
Officer -- Nationwide of Villanova
Capital, Inc. since March 1999.

James F. Laird, Jr. Since May 2000, Mr. Laird has been Senior May 1998
Age 43 Vice President -- Product Development for
Treasurer Villanova Capital, Inc., Villanova Mutual
Fund Capital Trust and Villanova SA
Capital Trust. In addition, since April
1995, Mr. Laird has been Vice President --
General Manager of Nationwide Advisory
Services, Inc.
</TABLE>

The executive officers of the Trust are elected by the Board of Trustees
and hold office until their respective successors are duly elected. None of the
officers of the Trust receives compensation from the Trust for serving as an
officer.

PROPOSAL 2 -- RATIFICATION OF SELECTION OF AUDITORS

On May 5, 2000, the Board of Trustees of the Trust, including a majority of
the Board of Trustees who are not "interested persons" of the Trust, approved
the selection of KPMG LLP as the auditors of the Trust for the fiscal year
ending October 31, 2000. Unless instructed to the contrary in the proxy, the
persons named therein intend to vote in favor of the ratification of the
selection of KPMG LLP as auditors of the Trust to serve for the fiscal year
ending October 31, 2000.

Shareholders of all Funds of the Trust will vote jointly on the proposal to
ratify the selection of KPMG LLP as auditors of the Trust to serve for the
fiscal year ending October 31, 2000. Ratification requires the affirmative vote
of a majority of the Shares of the Trust who are present at the Meeting in
person or by proxy.

A representative of KPMG LLP will be available by telephone during the
Meeting with an opportunity to make a statement if the representative desires to
do so and to respond to appropriate questions.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 2.

-11-
<PAGE> 16

PROPOSALS 3-7 -- ADOPTION OF STANDARDIZED INVESTMENT POLICIES REGARDING MAKING
LOANS, COMMODITIES AND COMMODITIES CONTRACTS, REAL ESTATE, BORROWING, ISSUING
SENIOR SECURITIES AND DIVERSIFICATION

The primary purpose of the Proposals 3 through 7, as more fully described
below, is to revise several of the fundamental investment policies for certain
of the Funds to conform to policies which are currently, or are expected to
become, standard for all Funds of the Trust and, in some cases, for all of the
funds of NSAT, another investment company managed by VMF. VMF believes that
increased standardization will promote operating efficiencies and facilitate the
monitoring of compliance with such fundamental investment policies by
eliminating ambiguities, clarifying the Funds' investment policy limitations and
establishing uniformity among the Funds of the Trust.

Revision of the following fundamental investment policies is not expected
to have any material impact on the investment techniques employed by any of the
Funds at this time. Instead, VMF and the Trust believe that the revisions will
contribute to the overall objective of standardization.

The 1940 Act requires that a Fund's investment policies relating to certain
matters, including loans, commodities, real estate, borrowing and
diversification, be "fundamental" -- meaning that such policies may NOT be
amended without the approval of a majority of that Fund's outstanding Shares.
For purposes of the 1940 Act, approval of a majority of a Fund's outstanding
Shares means the lesser of (a) 67% or more of the outstanding Shares of the Fund
present at the Meeting, if holders of more than 50% of the Shares are present or
represented by proxy, or (b) more than 50% of the Shares of that Fund.

If Proposals 3 through 7 are adopted, the fundamental policies of some or
all of the Funds relating to loans, commodities, real estate, borrowing, issuing
senior securities and diversification, as described more fully below, will
change. Shareholders of the Funds will be voting on Proposals 3 through 7
individually by Fund and not as a group. Therefore, whether a Proposal is
approved or not approved by shareholders of a particular Fund will not affect
whether or not such Proposal is approved by shareholders of another Fund. If a
Proposal is not approved for a particular Fund, that fundamental policy will
remain unchanged from its current version.

-12-
<PAGE> 17

PROPOSAL 3 -- AMENDMENT OF FUNDAMENTAL POLICY REGARDING LOANS

This table sets forth the current policies regarding loans for each of the
Funds and the policy on loans as proposed to be adopted by shareholders of each
Fund.

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY PROPOSED POLICY (FOR ALL FUNDS)
--------------------------- -------------------------------
<S> <C>

- Mid Cap Growth Fund [A Fund:] May not lend any security or
- Growth Fund make any other loan, except that each
- Nationwide Fund Fund may in accordance with its
- Bond Fund investment objective and policies (i)
- Tax-Free Income Fund lend portfolio securities, (ii)
- Long-Term U.S. Government Bond Fund purchase and hold debt securities or
- Intermediate U.S. Government Bond other debt instruments, including but
Fund not limited to loan participations and
- Money Market Fund subparticipations, assignments, and
- Morley Capital Accumulation Fund structured securities, (iii) make
- Value Opportunities Fund loans secured by mortgages on real
- High Yield Bond Fund property, (iv) enter into repurchase
- Morley Enhanced Income Fund agreements, and (v) make time deposits
- S&P 500 Index Fund with financial institutions and invest
- Small Cap Index Fund in instruments issued by financial
- Mid Cap Market Index Fund institutions, and enter into any other
- International Index Fund lending arrangement as and to the
- Bond Index Fund extent permitted by the Investment
- Investor Destinations Aggressive Company Act of 1940 or any rule, order
Fund or interpretation thereunder.
- Investor Destinations Moderately
Aggressive Fund
- Investor Destinations Moderate Fund
- Investor Destinations Moderately
Conservative Fund
- Investor Destinations Conservative
Fund
[A Fund:] May not lend any security or
make any other loan, except that each
Fund may purchase or hold debt
securities and lend portfolio
securities in accordance with its
investment objective and policies,
make time deposits with financial
institutions and enter into repurchase
agreements.

- Prestige Large Cap Value Fund
- Prestige Large Cap Growth Fund
- Prestige Balanced Fund
- Prestige Small Cap Fund
- Prestige International Fund
</TABLE>

-13-
<PAGE> 18

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY
---------------------------
<S> <C>
[A Fund:] May not lend any security or
make any other loan except that each
Fund may, in accordance with its
investment objectives and policies,
(i) lend portfolio securities, (ii)
purchase debt securities or other debt
instruments, including but not limited
to loan participations and
subparticipations, assignments, and
structured securities, (iii) make
loans secured by mortgages on real
property, (iv) enter into repurchase
agreements, and (v) make time deposits
with financial institutions and invest
in instruments issued by financial
institutions.
</TABLE>

The current and proposed policies on loans permit each Fund to lend
portfolio securities in accordance with its investment objectives and policies,
purchase or hold debt securities, make time deposits with banks and enter into
repurchase agreements. The significant difference between the current policies
and the proposed policy is that the proposed policy expands lending activities
of the Funds to include any other lending arrangement permitted under the 1940
Act or any rule, order or interpretation thereunder.

The Trust and VMF are not aware of any investment techniques that a Fund
might use to pursue its investment objective(s) that are not within the current
policy. However, in the future new financial products may be developed in which
a Fund may want to invest. Such products might fall outside the scope of the
current policy. Therefore, the proposed policy is intended to give the Funds
greater flexibility to enter into lending arrangements of any sort so long as
such arrangements are consistent with the applicable Fund's investment objective
and stated policies and are permitted under the 1940 Act and the interpretations
thereof by the U.S. Securities and Exchange Commission (the "SEC").

As is currently required, to the extent a Fund uses an investment technique
or enters into an arrangement which may involve the Fund "making a loan," such
policy and the related risks will be described in that Fund's current prospectus
and/or statement of additional information.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 3.

PROPOSAL 4 -- AMENDMENT OF FUNDAMENTAL POLICY REGARDING COMMODITIES AND
COMMODITIES CONTRACTS

This table sets forth the current policies regarding commodities and
commodities contracts for each of the Funds and the policy on commodities and
commodities contracts as proposed to be adopted by shareholders of each Fund.
The type of commodities contracts most commonly

-14-
<PAGE> 19

used by the Funds are futures contracts on securities and securities indices and
forward currency contracts.

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY PROPOSED POLICY (FOR ALL FUNDS)
--------------------------- -------------------------------
<S> <C>

- Mid Cap Growth Fund [A Fund:] May not purchase or sell
- Growth Fund commodities or commodities contracts,
- Nationwide Fund except to the extent disclosed in the
- Bond Fund current Prospectus or Statement of
- Tax-Free Income Fund Additional Information of the Fund.
- Long-Term U.S. Government Bond Fund
- Intermediate U.S. Government Bond
Fund
- Money Market Fund
- S&P 500 Index Fund
- Prestige Large Cap Value Fund
- Prestige Large Cap Growth Fund
- Prestige Balanced Fund
- Prestige Small Cap Fund
- Prestige International Fund
- Morley Capital Accumulation Fund
[A Fund:] May not purchase or sell
commodities or commodities contracts,
except to the extent disclosed in the
current Prospectus of such Fund.

- Value Opportunities Fund
- High Yield Bond Fund
- Morley Enhanced Income Fund
- Small Cap Index Fund
- Mid Cap Market Index Fund
- International Index Fund
- Bond Index Fund
- Investor Destinations Aggressive
Fund
- Investor Destinations Moderately
Aggressive Fund
- Investor Destinations Moderate Fund
- Investor Destinations Moderately
Conservative Fund
- Investor Destinations Conservative
Fund
[A Fund:] May not purchase or sell
commodities or commodities contracts,
except to the extent disclosed in the
current Prospectus and Statement of
Additional Information of such Fund.
</TABLE>

The current and proposed policies each permit the Funds to enter into
contracts which may be considered to be commodities contracts (e.g., futures
contracts on securities or securities indices). The significant difference
between the current and proposed policies is where the disclosure regarding a
Fund's use of commodities is required to be made. Under the current policy, such
disclosure must be in the Prospectus, and, for some Funds, also in the Statement
of Additional Information. Recently the SEC amended its rules governing the
Funds' disclosure

-15-
<PAGE> 20

obligations in their Prospectuses. Under these new rules, only those investment
techniques that are "principal" to a Fund are to be disclosed in the Prospectus.
Non-principal investment techniques generally are to be disclosed in the Fund's
Statement of Additional Information. The proposed policy, if adopted, will allow
a Fund to disclose its use of futures contracts (and other techniques which may
be considered "commodities") in EITHER its Prospectus or its Statement of
Additional Information depending upon whether such technique is a principal or
non-principal technique of the Fund.

Therefore, the proposed policy changes are to make the disclosure
requirements for the Funds the same and to help the Funds comply with their
disclosure obligations under the SEC's Rules.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 4.

PROPOSAL 5 -- AMENDMENT OF FUNDAMENTAL POLICY REGARDING REAL ESTATE

This table sets forth the current policies regarding real estate for
certain of the Funds and the policy on real estate as proposed to be adopted by
the shareholders of such Funds.

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY PROPOSED POLICY (FOR ALL SUCH FUNDS)
--------------------------- ------------------------------------
<S> <C>

- Mid Cap Growth Fund [A Fund:] May not purchase or sell
- Growth Fund real estate, except that each Fund
- Nationwide Fund may (i) acquire real estate through
- Bond Fund ownership of securities or
- Tax-Free Income Fund instruments and sell any real estate
- Long-Term U.S. Government Bond Fund acquired thereby, (ii) purchase or
- Intermediate U.S. Government Bond sell instruments secured by real
Fund estate (including interests therein),
- Money Market Fund and (iii) purchase or sell securities
- S&P 500 Index Fund issued by entities or investment
- Morley Capital Accumulation Fund vehicles that own or deal in real
- Value Opportunities Fund estate (including interests therein).
- High Yield Bond Fund
- Morley Enhanced Income Fund
- Small Cap Index Fund
- Mid Cap Market Index Fund
- International Index Fund
- Bond Index Fund
[A Fund:] May not purchase or sell
real estate, except that each Fund
may acquire real estate through
ownership of securities or
instruments and may purchase or sell
securities issued by entities or
investment vehicles that own or deal
in real estate (including interests
therein) or instruments secured by
real estate (including interests
therein).
</TABLE>

The significant difference between the current policy and the proposed
policy is that the proposed policy clarifies a Fund's ability to sell any real
estate that it acquires as a result of its

-16-
<PAGE> 21

ownership of securities secured by real estate. While no Fund anticipates that
it would ever own real estate outright as a result of its ownership of a
security, if it were to so own real estate, such Fund would need to be able to
sell such real estate promptly.

The proposed changes for the above listed Funds will conform this
investment policy to that of the Trust's other Funds.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 5.

PROPOSAL 6 -- AMENDMENT TO FUNDAMENTAL POLICY REGARDING BORROWING MONEY AND
ISSUING SENIOR SECURITIES

This table sets forth the current policy regarding borrowing money and
issuing senior securities for the Prestige Funds of the Trust and such policy as
proposed to be adopted by shareholders of the Prestige Funds.

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY PROPOSED POLICY (FOR ALL SUCH FUNDS)
--------------------------- ------------------------------------
<S> <C>
- Prestige Large Cap Value Fund [A Fund:] May not borrow money or
- Prestige Large Cap Growth Fund issue senior securities, except that
- Prestige Balanced Fund each Fund may enter into reverse
- Prestige Small Cap Fund repurchase agreements and may
- Prestige International Fund otherwise borrow money and issue
[A Fund:] May not borrow money or senior securities as and to the
issue senior securities, except that extent permitted by the 1940 Act or
each Fund may enter into reverse any rule, order or interpretation
repurchase agreements and may thereunder.
otherwise borrow money and issue
senior securities as and to the
extent permitted by the 1940 Act or
any rule, order or interpretation
thereunder. In addition, each of the
Large Cap Value, Large Cap Growth,
Balanced, Small Cap and International
Funds may enter into mortgage dollar
roll transactions.
</TABLE>

The significant change proposed to the policy regarding borrowing money or
issuing senior securities is to delete the specific reference to the Prestige
Funds' ability to enter into mortgage dollar roll transactions. The Trust
recognizes that mortgage dollar roll transactions may be considered to be a
"borrowing" by a Fund. However, the Trust and VMF believe that a Prestige Fund's
ability to enter into dollar roll transactions is already permitted by the
language that each Fund "may otherwise borrow money and issue senior securities
as and to the extent permitted by the 1940 Act." This specific reference to
mortgage dollar roll transactions, though, creates an ambiguity as to the intent
of the Trust as to the ability of the other Funds to enter into such
transactions. The Trust believes that the other Funds do have the ability to
enter into mortgage dollar roll transactions in the absence of this specific
reference. By deleting this specific reference, any inadvertent ambiguity is
removed.

-17-
<PAGE> 22

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 6.

PROPOSAL 7 -- AMENDMENT TO FUNDAMENTAL POLICY REGARDING DIVERSIFICATION

The following table sets for the current policy on diversification for each
of the Value Opportunities Fund, High Yield Bond Fund and Morley Enhanced Income
Fund and the proposed policy for such Funds on diversification.

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY PROPOSED POLICY (FOR ALL SUCH FUNDS)
--------------------------- ------------------------------------
<S> <C>
- Value Opportunities Fund [A Fund:] May not purchase securities
- High Yield Bond Fund of any one issuer, other than
- Morley Enhanced Income Fund obligations issued or guaranteed by
[A Fund:] May not purchase securities the U.S. Government, its agencies or
of one issuer, other than obligations instrumentalities, if, immediately
issued or guaranteed by the U.S. after such purchase, more than 5% of
Government, its agencies or the Fund's total assets would be
instrumentalities, so that (a) more invested in such issuer or the Fund
than 5% of the Fund's total assets would hold more than 10% of the
(taken at current value) would be outstanding voting securities of the
invested in such issuer (except that issuer, except that 25% or less of
up to 75% of the Fund's total assets the Fund's total assets may be
may be invested without regard to invested without regard to such
such 5% limitation), and (b) more limitations. There is no limit to the
than 25% of its total assets (taken percentage of assets that may be
at current value) would be invested invested in U.S. Treasury bills,
in securities of a single issuer. notes, or other obligations issued or
There is no limit to the percentage guaranteed by the U.S. Government,
of assets that may be invested in its agencies or instrumentalities.
U.S. Treasury bills, notes, or other
obligations issued or guaranteed by
the U.S. Government, its agencies or
instrumentalities. (This restriction
does not apply to Funds described as
nondiversified in the Prospectus.)
</TABLE>

Each of these Funds currently operates as a diversified fund within the
meaning of the 1940 Act. However, the current policy inadvertently does not
follow the exact definition of a "diversified" company as set forth in the 1940
Act. Therefore, the proposed amendment would conform the diversification policy
of these Funds to the specific language of the 1940 Act and to the
diversification policy of the other diversified Funds of the Trust.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 7.

PROPOSAL 8 -- RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT OBJECTIVE AS
NON-FUNDAMENTAL OF EACH OF THE MID CAP GROWTH FUND, GROWTH FUND, NATIONWIDE
FUND, BOND FUND, TAX-FREE INCOME FUND, LONG-TERM U.S. GOVERNMENT BOND FUND,
INTERMEDIATE U.S. GOVERNMENT BOND FUND, MONEY MARKET FUND, S&P 500 INDEX FUND,
PRESTIGE LARGE CAP VALUE FUND, PRESTIGE LARGE CAP GROWTH

-18-
<PAGE> 23

FUND, PRESTIGE SMALL CAP FUND, PRESTIGE BALANCED FUND AND PRESTIGE INTERNATIONAL
FUND

The investment objective for each of the Funds listed above is
"fundamental," meaning that it may not be amended, in whole or in part, without
prior shareholder approval. By reclassifying the fundamental investment
objective of each of these Funds as non-fundamental, the Trustees of the Trust
will be able to change a Fund's investment objective without shareholder
approval.

The investment objectives of these Funds are as follows:

<TABLE>
<CAPTION>
FUND INVESTMENT OBJECTIVE
---- --------------------
<S> <C>
Mid Cap Growth Fund.................. Long-term capital appreciation
Growth Fund.......................... Long-term capital appreciation
Nationwide Fund...................... Total return through a flexible
combination of current income and
capital appreciation
Bond Fund............................ As high a level of current income as
is consistent with preservation of
capital
Tax-Free Income Fund................. As high a level of current income
that is exempt from federal income
taxes as is consistent with the
preservation of capital through
investing in investment-grade
municipal obligations.
Long-Term U.S. Government Bond As high a level of current income as
Fund............................... is consistent with preservation of
capital
Intermediate U.S. Government Bond As high a level of current income as
Fund............................... is consistent with preservation of
capital
Money Market Fund.................... As high a level of current income as
is consistent with preservation of
capital and maintenance of liquidity
S&P 500 Index Fund................... To provide investment results that
correspond to the price and yield
performance of publicly traded common
stocks, as represented by the
Standard & Poor's 500 Composite Stock
Price Index
Prestige Large Cap Value Fund........ To maximize total return, consisting
of both capital appreciation and
current income
Prestige Large Cap Growth Fund....... Long-term capital appreciation
Prestige Small Cap Fund.............. Long-term capital appreciation
Prestige Balanced Fund............... High total return from a diversified
portfolio of equity and fixed income
securities
Prestige International Fund.......... Long-term capital appreciation
</TABLE>

-19-
<PAGE> 24

VMF recommended to the Trustees that the investment objective of each of
these Funds be reclassified as non-fundamental to provide VMF greater
flexibility and latitude in managing such Funds. If the investment objectives
are reclassified as non-fundamental, the Board of Trustees of the Trust will be
able to amend such objectives without shareholder approval.

VMF does not currently anticipate recommending to the Trust's Board of
Trustees that any of the investment objectives be modified. However, the Trust's
recent policy when creating new funds is to have the investment objectives be
non-fundamental, as is the case with the Morley Capital Accumulation Fund, the
Morley Enhanced Income Fund, and the Investor Destinations Series. The Trust
changed its policy about making investment objectives fundamental for these
newer Funds because of changes in the federal securities laws which no longer
require investment companies, such as the Trust, to comply with substantive
state regulations. Previous state securities regulations had encouraged
investment companies to adopt fundamental investment objectives.

The requested flexibility permits VMF to recommend to the Board, and the
Board to approve, modifications to a Fund's investment objective without the
Trust's incurring the expense and time associated with calling a special
shareholder's meeting and soliciting proxies from shareholders. VMF may make
such a recommendation in order to modify an objective to address changing market
conditions. An example of a changing market condition might be significantly
fewer available dividend paying stocks within a Fund's target range, making an
objective of current income more difficult for portfolios of equity securities.
VMF could also recommend to the Trust's Board of Trustees that a Fund's
investment objective be changed completely if it believes that such change would
be in the best interests of the Fund's shareholders.

In the event the Board of Trustees ever approves a material change to a
Fund's non-fundamental investment objective, the Trust will provide prior
written notice of the change to shareholders of that Fund.

Approval of the reclassification of a Fund's fundamental investment
objective as non-fundamental requires the affirmative vote of a majority of the
outstanding Shares of that Fund, defined as the lesser of (a) 67% or more of the
outstanding Shares of the Fund present at such Meeting, if holders of more than
50% of the Shares are present or represented by proxy, or (b) more than 50% of
the Shares of that Fund. If the Proposal is not approved by shareholders of a
particular Fund, the current investment objective will remain fundamental for
that Fund.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 8.

PROPOSAL 9 -- AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST,
ON BEHALF OF THE MID CAP GROWTH FUND, AND VILLANOVA MUTUAL FUND CAPITAL TRUST,
AS INVESTMENT ADVISER TO SUCH FUND, TO INCREASE THE INVESTMENT ADVISORY FEE FOR
SUCH FUND

INTRODUCTION

The Trust, on behalf of the Mid Cap Growth Fund, initially entered into an
Investment Advisory Agreement with Nationwide Advisory Services, Inc. ("NAS") on
May 9, 1998; on

-20-
<PAGE> 25

September 1, 1999, the investment advisory services being performed by NAS for
the Fund were transferred to VMF, which is under common control with NAS.
Shareholder approval was not required in order to transfer the investment
advisory services from NAS to VMF because such transfer did not result in a
change in the actual control or management of the Fund's investment adviser.
Pursuant to the Investment Advisory Agreement, VMF manages the investments of
the Mid Cap Growth Fund and supervises the Fund's daily business affairs,
subject to the supervision and direction of the Board of Trustees.

For services rendered, and expenses assumed under the Investment Advisory
Agreement, VMF currently is entitled to receive a fee from the Fund computed
daily and paid monthly based upon the following annual rates:

0.60% on assets up to $250 million
0.0575% on assets of $250 million and more but less than $1 billion
0.55% on assets of $1 billion and more but less than $2 billion
0.525% on assets of $2 billion and more but less than $5 billion
0.50% on assets of $5 billion and more

VMF is proposing to increase such fee for the Fund under the Investment
Advisory Agreement to the following annual fee, to be computed daily and paid
monthly:

1.03% on assets up to $250 million
1.00% on assets of $250 million and more but less than $1 billion
0.97% on assets of $1 billion and more but less than $2 billion
0.94% on assets of $2 billion and more but less than $5 billion
0.91% on assets of $5 billion and more

REASONS FOR THE PROPOSED FEE INCREASE

As discussed above, in September 1999, VMF assumed responsibilities as the
investment adviser for the Trust as part of a reorganization of the asset
management activities of Nationwide Financial Services, Inc. Since that time,
VMF has implemented measures to enhance the scope and quality of services
provided to the Trust with a view toward attracting additional assets, which may
have beneficial effects on the Trust's expenses. As part of this process, VMF
has been evaluating the manner in which each of the Funds is currently being
managed and determining what are the most attractive areas of the market to
invest in; as a result, VMF recently recommended to the Trust's Board of
Trustees, and the Board agreed, that there be a significant restructuring of the
investment strategies used by the Mid Cap Growth Fund to achieve its investment
objective. Going forward, therefore, the Fund will focus on growth companies
that are creating fundamental changes in the economy ("new economy companies")
and the Fund's name will change to the Nationwide Quest Fund, which VMF believes
reflects this new strategy.

Currently, the Mid Cap Growth Fund seeks to achieve its investment
objective of long-term capital appreciation by investing in the common stocks of
mid-sized companies. In following this strategy, VMF and its predecessors
previously have looked for investments that would increase in value over the
long term. Since March 1, 2000, VMF has focused more on faster growing mid-sized
companies. However, VMF is currently revising the investment policies of the
Fund further to take advantage of what it sees as a particularly attractive
segment of the market, namely new economy companies. Typically new economy
companies are
-21-
<PAGE> 26

characterized by new or innovative products, services or processes with the
potential to enhance earnings growth and are primarily in the service and
information area of the global economy, such as in telecommunications, computer
systems and software, broadcasting and publishing, health care, financial
services and new age manufacturing. In order to fully implement this change in
strategy, however, VMF will need to increase the resources available to the Fund
and, for the reasons described below, is asking for a fee increase to assist it
in doing so.

In connection with this change in style, VMF advised the Board that VMF
will need to, and intends to, focus more of its resources on managing the Fund
in this new style. Already VMF has hired a new portfolio manager, Aaron Harris,
who has a substantial track record of investing in new economy companies, and it
is also increasing the research and analytical support capabilities of VMF to
assist the new portfolio manager. Although the Fund has operated for more than
10 years (including the operations of the Fund's predecessor), the Mid Cap
Growth Fund's assets have remained fairly small at approximately $20 million. As
a result, the Fund is not currently big enough to realize economies of scale
under its current fee schedule and as a result of the voluntary fee caps in
place on the Fund, VMF operated the Fund at a loss during 1999. VMF believes
that if the transition to focusing on the new economy companies is implemented
successfully, more assets will be attracted to the Fund and the Fund will reach
economies of scale more quickly.

VMF also believes that maintaining compensation at competitive levels is
necessary to attract and retain quality investment management and support
personnel and to continue to provide high quality investment advice to the Fund.
As a result, VMF believes that the proposed compensation under the amendment is
appropriate in light of market conditions which favor, and which VMF expects
will continue to favor, growth-oriented management styles.

As part of their recommendation to the Board of Trustees, VMF presented
information to the Trustees outlining the resources it intends to dedicate to
the management of the Fund in this new style and describing VMF's profitability
in managing the Fund using its current style. VMF also provided information on
its analysis and determination of the fee structure which it believes will allow
the Fund to be competitive with other similar funds in the current marketplace.

THE BOARD'S CONSIDERATIONS AND DETERMINATIONS

On May 5, 2000, the Board of Trustees of the Trust reviewed and considered
the proposed amendment to the current Investment Advisory Agreement between the
Trust, on behalf of the Mid Cap Growth Fund, and VMF, and approved the amendment
to the Agreement regarding the proposed increase in investment advisory fees.
The Board of Trustees, in making its determination to approve the increased fees
to be paid to VMF, considered the information provided by VMF, as well as other
information made available to it regarding the Fund, its fees and its proposed
operations. Specifically, the Trustees reviewed comparative expense and
performance information, the current investment advisory fees paid by funds
similar in size and investment style to those which will be employed by VMF in
managing the Fund, and the need to provide VMF with adequate financial resources
to provide such services, including the hiring of a new portfolio manager.

The Board considered the history of the Fund, noting its small size and
past performance. The Board also reviewed and considered VMF's plans to have the
Fund focus on new economy

-22-
<PAGE> 27

companies, the current level of fees received by VMF versus expenses incurred by
it in managing the Fund's portfolio, and the added resources needed to employ
the new, proposed style of management effectively. The Board also reviewed the
resume of the new portfolio manager and his experience and knowledge. The Board
determined that (1) the scope and quality of the services which VMF has provided
and expects to provide for the Fund have been and are satisfactory; (2) the
proposed management fee rate is competitive compared to fee rates for mutual
funds with similar investment objectives and policies; and (3) the terms of the
Investment Advisory Agreement will not change under the amendment, except for
the increased advisory fee for the Fund. Finally the Board considered VMF's
belief that maintaining compensation at competitive levels over the long term is
necessary for VMF to provide high quality services to the Fund and how the
prospect of improved performance could attract additional assets for the Fund
and improve the Fund's expense ratio.

After reviewing all of the information the Board considered relevant and
necessary, the Board determined that the proposed increase in investment
management fees for the Mid Cap Growth Fund was in the best interests of the
Fund and its shareholders. Specifically, the Board approved of VMF's proposed
change in investment style for the Fund and that additional compensation was
appropriate in order to implement such changes.

MORE ABOUT THE CHANGE IN FEES

The following tables illustrate the effect of the proposed investment
advisory fee increase upon holders of the different classes of Shares of the Mid
Cap Growth Fund. The tables below compare the current fees as of October 31,
1999, including investment advisory fees payable by the Fund, to those fees that
would have been payable by the Fund, on a pro forma basis, if the amendment to
the Investment Advisory Agreement had been in effect:

CLASS A SHARES

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT) CURRENT FEES PRO FORMA FEES
------------------------------------ ------------ --------------
<S> <C> <C>
Maximum Sales Charge imposed on purchases (as a
percentage of offering price).................... 5.75% 5.75%
ANNUAL FUND OPERATING EXPENSES
(DEDUCTED FROM FUND ASSETS)
-----------------------------
Management Fees.................................... 0.60% 1.03%
Distribution and/or Service (12b-1) Fees........... 0.25 0.25
Other Expenses..................................... 0.98 0.98
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES(1)............ 1.83% 2.26%
==== ====
</TABLE>

---------------
(1) VMF has agreed to waive its fees or to reimburse "Other Expenses" to the
extent necessary to ensure Total Annual Fund Operating Expenses for Class A
Shares do not exceed 1.25% until further written notice to shareholders. If
shareholders approve the proposed change in investment advisory fees, VMF
will waive its fees or reimburse "Other Expenses" to the extent necessary to
ensure Total Annual Fund Operating Expenses for Class A Shares do not exceed
1.63% until further written notice to shareholders.

-23-
<PAGE> 28

This example shows what you could pay in expenses over time. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your Shares at the end of those periods. It assumes a 5% return
each year, no expense reimbursement or waiver, and no changes in expenses during
those periods. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Assuming current fees:............ $750 $1,117 $1,508 $2,599
Assuming pro forma fees:.......... $791 $1,241 $1,715 $3,021
</TABLE>

CLASS B SHARES

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT) CURRENT FEES PRO FORMA FEES
------------------------------------ ------------ --------------
<S> <C> <C>
Maximum Deferred Sales Charge imposed on
redemptions (as a percentage of original purchase
price or sale proceeds, as applicable)........... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES
(DEDUCTED FROM FUND ASSETS)
-----------------------------
Management Fees.................................... 0.60% 1.03%
Distribution and/or Service (12b-1) Fees........... 1.00 1.00
Other Expenses..................................... 0.99 0.99
---- -----
TOTAL ANNUAL FUND OPERATING EXPENSES(1)............ 2.59% 3.02%
==== =====
</TABLE>

---------------

(1) VMF has agreed to waive its fees or to reimburse "Other Expenses" to the
extent necessary to ensure Total Annual Fund Operating Expenses for Class B
Shares do not exceed 2.00% until further written notice to shareholders. If
shareholders approve the proposed change in investment advisory fees, VMF
will waive its fees or reimburse "Other Expenses" to the extent necessary to
ensure Total Annual Fund Operating Expenses for Class B Shares do not exceed
2.38% until further written notice to shareholders.

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Assuming current fees:............ $762 $1,105 $1,575 $2,649
Assuming pro forma fees:.......... $805 $1,233 $1,787 $3,071
</TABLE>

You would pay the following expenses on the same investment if you did not
sell your Shares:

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Assuming current fees:............ $262 $805 $1,375 $2,649
Assuming pro forma fees:.......... $305 $933 $1,587 $3,071
</TABLE>

-24-
<PAGE> 29

CLASS D SHARES

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT) CURRENT FEES PRO FORMA FEES
------------------------------------ ------------ --------------
<S> <C> <C>
4.50% 4.50%
ANNUAL FUND OPERATING EXPENSES
(DEDUCTED FROM FUND ASSETS)
-----------------------------
Management Fees.................................... 0.60% 1.03%
Distribution and/or Service (12b-1) Fees........... None None
Other Expenses..................................... 0.93 0.93
---- ----
TOTAL ANNUAL FUND OPERATING EXPENSES(1)............ 1.53% 1.96%
==== ====
</TABLE>

---------------

(1) VMF has agreed to waive its fees or to reimburse "Other Expenses" to the
extent necessary to ensure Total Annual Fund Operating Expenses for Class D
Shares do not exceed 1.00% until further written notice to shareholders. If
shareholders approve the proposed change in investment advisory fees, VMF
will waive its fees or reimburse "Other Expenses" to the extent necessary to
ensure Total Annual Fund Operating Expenses for Class D Shares do not exceed
1.38% until further written notice to shareholders.

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Assuming current fees:............ $599 $ 912 $1,247 $2,191
Assuming pro forma fees:.......... $640 $1,038 $1,460 $2,632
</TABLE>

For the fiscal year ended October 31, 1999, the Trust, on behalf of the
Fund, incurred $66,283 in investment advisory fees. Of that amount VMF waived
$59,278 pursuant to the fee waivers described above. If the investment advisory
fee as proposed to be increased had been in effect for the year ended October
31, 1999, VMF would have been entitled to $113,786, a 72% increase. However,
based upon VMF's proposed fee waivers as described above, of that $113,805,
$23,203 would have been waived.

MORE ABOUT THE INVESTMENT ADVISORY AGREEMENT

The current Investment Advisory Agreement was approved by the initial
shareholder of the Mid Cap Growth Fund on May 8, 1998. Since then, the
Investment Advisory Agreement has not since been submitted to shareholders for
their approval.

Unless sooner terminated, the Investment Advisory Agreement by its terms
continues in effect for successive one-year periods ending May 9th of each year
so long as (1) such continuance is specifically approved at least annually by
the Trust's Board of Trustees or by a vote of a majority of the outstanding
Shares of the Fund, and (2) such renewal has been approved by the vote of a
majority of Trustees of the Trust who are not "interested persons," as that term
is defined by the 1940 Act, of any party to the Investment Advisory Agreement,
cast

-25-
<PAGE> 30

in person at a meeting called for the purpose of voting on such approval. Any
liability of VMF under such Agreement is limited to situations involving its
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties under the Investment Advisory Agreement. The Investment
Advisory Agreement is not assignable and may be terminated with respect to the
Fund without penalty on 60 days' written notice at the option of either party or
by a vote of the shareholders of the Fund.

FURTHER INFORMATION REGARDING VMF

VMF, Three Nationwide Plaza, Columbus, Ohio 43215, is a wholly owned
subsidiary of Villanova Capital, Inc. ("VCI"), 97% of the outstanding common
stock of which is owned by Nationwide Financial Services, Inc., a holding
company ("NFS"). NFS has two classes of common stock outstanding with different
voting rights enabling Nationwide Corporation (the holder of all of the
outstanding Class B Common Stock) to control NFS. All of the common stock of
Nationwide Corporation is held by Nationwide Mutual Insurance Company (95.3%)
and Nationwide Mutual Fire Insurance Company (4.7%), each of which is a mutual
company owned by its policy holders. The address for each of these entities is
One Nationwide Plaza, Columbus, Ohio 43215. Paul G. Hondros, a nominee for
trustee of the Trust and President and Chief Executive Officer of VMF, currently
owns approximately 3% of the outstanding common stock of VCI which he received
as part of VCI's organization in 1999 and in connection with his annual
compensation. Adding in performance shares granted but not yet earned until
December 2001 based on performance objectives, as well as options to purchase
shares, if fully vested according to the five year schedule and exercised, would
translate into approximately 5.1% ownership of VCI by Mr. Hondros.

The name, address and principal occupation of the principal executive
officer of VMF and of the principal executive officers and directors of VCI, the
managing unitholder of VMF, are as follows:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME POSITION WITH VMF OR VCI AND BUSINESS ADDRESS(1)
---- ------------------------ -----------------------
<S> <C> <C>
Paul J. Hondros President and Chief President and Chief Executive
Executive Officer of VMF and Officer of VMF and VCI
VCI 1200 River Road
Conshohocken, Pennsylvania 19428

Joseph J. Gasper Director and Vice Chairman Director, President and Chief
of VCI Operating Officer of NFS and
Nationwide Life Insurance
Company

Dimon R. McFerson Director, Chief Executive Chairman and Chief Executive
Officer -- Nationwide and Officer of Nationwide Insurance
Chairman of the Board of VCI and NAS

Robert A. Oakley Director of VCI Executive Vice
President -- Chief Financial
Officer for Nationwide Mutual
Insurance Company and NAS
</TABLE>

-26-
<PAGE> 31

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME POSITION WITH VMF OR VCI AND BUSINESS ADDRESS(1)
---- ------------------------ -----------------------
<S> <C> <C>
Susan A. Wolken Director of VCI Senior Vice President -- Product
Management and Nationwide
Financial Marketing for NFS

Robert J. Woodward, Jr. Director, Executive Vice Executive Vice President and
President and Chief Chief Investment Officer of
Investment Officer of VCI Nationwide Life and Annuity
Insurance Company and Nationwide
Life Insurance Company
</TABLE>

---------------

(1) Unless otherwise noted, the business address for each director of VCI is One
Nationwide Plaza, Columbus, Ohio 43215.

Certain affiliates of VMF provide services to the Fund and are compensated
for such services. Under the terms of a Fund Administration Agreement, Villanova
SA Capital Trust ("VSA"), Three Nationwide Plaza, Columbus, Ohio 43215, a wholly
owned subsidiary of VCI, provides various administrative and accounting services
to the Fund, including daily valuation of the Fund's Shares and preparation of
financial statements, tax returns and regulatory reports. For these services,
the Mid Cap Growth Fund pays VSA the following annual fee which is based on the
Fund's average daily net assets: 0.07% on assets up to $250 million, 0.05% on
assets of $250 million up to $1 billion, and 0.04% on assets of $1 billion and
more.

Prior to September 1, 1999, NAS, a wholly owned subsidiary of NFS, provided
such services to the Mid Cap Growth Fund. For the fiscal year ended October 31,
1999, the Fund paid VSA and NAS a total of $7,733 under the Fund Administration
Agreement for their respective services.

NAS also serves as the Fund's principal underwriter. In its capacity as
principal underwriter, NAS receives purchase orders and redemption requests
relating to Shares of each of the Funds. As such, NAS is entitled to any
front-end sales charges or contingent deferred sales charge imposed on purchases
or sales of Shares of the Fund. NAS also receives fees from the Fund under a
Distribution Plan adopted under Rule 12b-1 of the 1940 Act in connection with
the sale and distribution of the Fund's Class A and Class B Shares. For the
fiscal year ended October 31, 1999, NAS received a total of $51,729 in front-end
and back-end sales charges and fees under the Distribution Plan with respect to
the Fund and its Shares.

In addition, Nationwide Investors Services, Inc. ("NISI"), a wholly owned
subsidiary of VSA, Three Nationwide Plaza, Columbus, Ohio 43215, serves as
transfer agent and dividend disbursing agent for the Mid Cap Growth Fund. For
these services, NISI receives an annual fee of $16 per account from the Fund.
For the fiscal year ended October 31, 1999, NISI received $24,498 from the Fund
for its services.

Approval of the amendment to the Investment Advisory Agreement with respect
to the Fund requires the affirmative vote of a majority of all votes
attributable to the outstanding Shares of the Fund, defined as the lesser of (a)
67% or more of the outstanding votes of the Fund present at such meeting, if
holders of more than 50% of the Shares are present or represented by proxy, or
(b) more than 50% of the Shares of the Fund. If the amendment to the Investment
Advisory Agreement is not approved, the current contractual fees will remain
unchanged.

THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 9.

-27-
<PAGE> 32

PRINCIPAL SHAREHOLDERS

As of May 12, 2000, to the Trust's knowledge, the following are the only
persons who had or shared voting or investment power over more than 5% of the
outstanding shares of any class of any Fund:

Growth Fund Qualified Plan Variable Account 16,606,144(1) 27.52%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Nationwide Fund Qualified Plan Variable Account 10,266,376(1) 13.85%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215
NACO Variable Account of 5,899,971(1) 7.96%
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide DC Variable Account 5,027,710(1) 6.78%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Bond Fund Qualified Plan Variable Account 3,487,007(1) 26.26%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Intermediate U.S. Government Qualified Plan Variable Account 2,014,042(1) 18.73%
Bond Fund of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Nationwide Pensions Managed 1,516,808 14.11%
Personal Portfolio Series #4
One Nationwide Plaza
Columbus, Ohio 43215

Nationwide Pensions Managed 1,261,928 11.74%
Personal Portfolio Series #5
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-28-
<PAGE> 33

Nationwide Pensions Managed 567,566 5.28%
Personal Portfolio Series #2
One Nationwide Plaza
Columbus, Ohio 43215

Money Market Fund Qualified Plan Variable Account 654,592,234(1) 46.89%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Nationwide DC Variable Account 96,154,205(1) 6.89%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

S&P 500 Index Fund Nationwide Life Insurance 905,286 5.84%
Company
One Nationwide Plaza
Columbus, Ohio 43215

Qualified Plan Variable Account 11,222,681(1) 72.87%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Nationwide DC Variable Account 1,052,748(1) 6.79%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Morley Capital Accumulation Qualified Plan Variable Account 449,893(1) 29.01%
Fund of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Nationwide Life Insurance 532,845 34.35%
Company
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-29-
<PAGE> 34

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND AND CLASS NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
-------------- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Circle Trust Company 207,509 13.38%
Custodian for Richman Gordman
Half Price Stores, Inc. Savings
Plus Plan
Metro Center
One Station Place
Stamford, Connecticut 06902

Morley Capital Management 206,889 13.34%
5665 SW Meadows Road
Lake Oswego, Oregon 97035

Morley Enhanced Income Fund Nationwide Pensions Managed 646,855 57.90%
Personal Portfolio Series #1
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 226,340 20.26%
Personal Portfolio Series #3
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 220,644 19.75%
Personal Portfolio Series #6
One Nationwide Plaza
Columbus, Ohio 43215

Prestige Large Cap Value Nationwide Pensions Managed 789,990 27.36%
Fund Personal Portfolio Series #5
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 711,987 24.66%
Personal Portfolio Series #4
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 647,609 22.43%
Personal Portfolio Series #6
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 218,674 7.57%
Personal Portfolio Series #3
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-30-
<PAGE> 35

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND AND CLASS NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
-------------- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Prestige Large Cap Growth Nationwide Pensions Managed 679,059 20.01%
Fund Personal Portfolio Series #6
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 552,345 16.28%
Personal Portfolio Series #5
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 497,934 14.67%
Personal Portfolio Series #4
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 305,845 9.01%
Personal Portfolio Series #3
One Nationwide Plaza
Columbus, Ohio 43215
NACO Variable Account of 271,299(1) 8.00%
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide DC Variable Account 215,436(1) 6.35%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Prestige Small Cap Fund Nationwide Pensions Managed 646,240 30.81%
Personal Portfolio Series #5
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 529,662 25.25%
Personal Portfolio Series #6
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 291,289 13.88%
Personal Portfolio Series #4
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 178,918 8.53%
Personal Portfolio Series #3
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-31-
<PAGE> 36

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND AND CLASS NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
-------------- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Nationwide DC Variable Account 153,607(1) 7.32%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Prestige Balanced Fund Nationwide Life Insurance 522,029 61.13%
Company
One Nationwide Plaza
Columbus, Ohio 43215
Qualified Plan Variable Account 54,645(1) 6.40%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215
NACO Variable Account of 86,646(1) 10.01%
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide DC Variable Account 80,537(1) 9.43%
of
Nationwide Life Insurance
Company
One Nationwide Plaza
Columbus, Ohio 43215

Prestige International Fund Nationwide Pensions Managed 577,604 41.31%
Personal Portfolio Series #6
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 352,366 25.20%
Personal Portfolio Series #5
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Pensions Managed 317,655 22.72%
Personal Portfolio Series #4
One Nationwide Plaza
Columbus, Ohio 43215

Small Cap Index Fund Villanova Mutual Fund Capital 2,000 73.00%
Trust
1200 River Road
Conshohocken, Pennsylvania
19428
Investor Destinations 315 11.50%
Aggressive Fund
Three Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-32-
<PAGE> 37

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND AND CLASS NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
-------------- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Investor Destinations Moderate 287 10.47%
Fund
Three Nationwide Plaza
Columbus, Ohio 43215
Investor Destinations 137 5.00%
Moderately
Aggressive Fund
Three Nationwide Plaza
Columbus, Ohio 43215

International Index Fund J. Dan Bourchillon & 7,500 29.08%
Sherry Bouchillon
1102 Rugby Court
Louisville, Kentucky 40222
Nationwide Advisory Services 5,423 21.03%
as Custodian for IRA Plan
Eugene J Williams
9566 Neowash Road
Waterville, Ohio 43566

Bond Index Fund Villanova Mutual Fund Capital 2,044 18.30%
Trust
1200 River Road
Conshohocken, Pennsylvania
19428
Investor Destinations Moderate 1,569 24.72%
Fund
Three Nationwide Plaza
Columbus, Ohio 43215
Investor Destinations 1,054 16.61%
Moderately
Conservative Fund
Three Nationwide Plaza
Columbus, Ohio 43215
Investor Destinations 1,054 16.61%
Conservative Fund
Three Nationwide Plaza
Columbus, Ohio 43215
Investor Destinations 452 7.12%
Moderately
Aggressive Fund
Three Nationwide Plaza
Columbus, Ohio 43215

Mid Cap Market Index Fund Nationwide Life Insurance 501,087 100.00%
Company
One Nationwide Plaza
Columbus, Ohio 43215

Investor Destinations Villanova Mutual Fund Capital 3,000 100.00%
Aggressive Fund Trust
1200 River Road
Conshohocken, Pennsylvania
19428
</TABLE>

-33-
<PAGE> 38

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND AND CLASS NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
-------------- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Investor Destinations Villanova Mutual Fund Capital 3,000 100.00%
Moderately Aggressive Fund Trust
1200 River Road
Conshohocken, Pennsylvania
19428

Investor Destinations Villanova Mutual Fund Capital 3,000 100.00%
Moderate Fund Trust
1200 River Road
Conshohocken, Pennsylvania
19428

Investor Destinations Villanova Mutual Fund Capital 3,000 100.00%
Moderately Conservative Trust
Fund 1200 River Road
Conshohocken, Pennsylvania
19428

Investor Destinations Villanova Mutual Fund Capital 3,000 100.00%
Conservative Fund Trust
1200 River Road
Conshohocken, Pennsylvania
19428

Value Opportunities Fund Villanova Mutual Fund Capital 100,139 53.07%
Trust
1200 River Road
Conshohocken, Pennsylvania
19428
Charles Schwab & Co. 13,780 7.30%
Special Custody Act for the
Exclusive Benefit of Customers
101 Montgomery Street
San Francisco, California 94104
State Street Bank & Trust Co. 38,591 20.44%
Herzog Heine Geduld Inc.
200 New Port Ave.
North Quincy, Massachusetts
02171

High Yield Bond Fund Nationwide Life Insurance 10,470,775 97.46%
Company
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

---------------

(1) As described above, Nationwide will vote these Shares in accordance with
voting instructions it receives in a timely manner from owners of variable
contracts.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at any future Meeting of
Shareholders must be received by the Trust at its principal office a reasonable
time before the Trust begins to print and mail its proxy materials for such
meeting in order for such proposal to be considered for inclusion in the Trust's
Proxy Statement and form or forms of proxy relating to such meeting. Proposals
received thereafter will be considered untimely and will not be considered for
inclusion in such proxy materials.

-34-
<PAGE> 39

ADDITIONAL INFORMATION

With respect to the actions to be taken by the shareholders of the Funds on
the matters described in this Proxy Statement, the presence in person or by
proxy of shareholders entitled to cast a majority of the Shares of the Trust on
a particular Proposal at the Meeting shall constitute a quorum for purposes of
voting upon such Proposal at the Meeting, provided that no action required by
law or the Trust's Declaration of Trust to be taken by the holders of a
designated proportion of Shares may be authorized or taken by a lesser
proportion. Abstentions shall be treated as votes present for purposes of
determining whether a quorum exists. Broker non-votes, as described below, will
not be treated as votes present for purposes of determining whether a quorum
exists. For purposes of determining whether Proposals 1 and 2 have been
approved, abstentions and broker non-votes will have no effect. For purposes of
determining whether Proposals 3 through 9 have been approved, abstentions and
broker non-votes have the effect of "against" votes for those Proposals. As used
above, broker non-votes are Shares for which a broker holding such Shares for a
beneficial owner has not received instructions from the beneficial owner and may
not exercise discretionary voting power with respect thereto, although such
broker may have been able to vote such Shares on other matters at the Meeting
for which it has discretionary authority or instructions from the beneficial
owner.

The Trust will bear all costs in connection with the solicitation of
proxies from shareholders of the Trust. It is currently expected that
solicitation of proxies will be primarily by mail. However, the Trust may engage
Shareholder Communications Corporation ("SCC") to assist in soliciting proxies
by telephone or other means if the Trust determines that sufficient proxies to
approve one or more Proposals will not likely be received prior to the date of
the Meeting. At this time the material terms or cost of such an agreement, if
any, with SCC has not been determined.

By Order of the Trustees
/s/ Elizabeth A. Davin
Elizabeth A. Davin, Secretary

June 15, 2000

-35-
<PAGE> 40

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 41

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 42
Vote this proxy card TODAY!
NATIONWIDE MUTUAL FUNDS Your prompt response will
save your Fund the expense
of additional mailings.

o Please fold and detach card at perforation before mailing o

NATIONWIDE MUTUAL FUNDS
ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Bryan Haft,
Gregory Keifer and Karen Tackett, or any one of them, attorneys, with full power
of substitution, to vote all shares of the Fund of the Nationwide Mutual Funds
("Trust") as indicated above which the undersigned is entitled to vote at an
Annual Meeting of Shareholders of the Trust to be held at 215 S. Front Street,
Lower Level, Room G, Columbus, Ohio 43215, on Wednesday, July 26, 2000 at 10:30
a.m., E.D.S.T., and at any adjournments thereof. All powers may be exercised by
two or more of said proxy holders or substitutes voting or acting or, if only
one votes and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side.

Receipt of the Notice of the Meeting and the accompanying Proxy Statement is
hereby acknowledged.
Date: ______________________

NOTE: Please sign exactly as your
name appears on this Voting
Instruction Form. When shares are
held by joint tenants, both should
sign. When signing in a fiduciary
capacity, such as executor,
administrator, trustee, attorney,
guardian, etc., please so indicate.
Corporate and partnership proxies
should be signed by an authorized
person indicating the person's title.
______________________________________

______________________________________
Signature(s) (Title(s), if applicable)

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE

NATIONWIDE PC

<PAGE> 43
Complete this instruction form TODAY!
NATIONWIDE MUTUAL FUNDS Your prompt response will
save your Fund the expense
of additional mailings.

o Please fold and detach card at perforation before mailing o

NATIONWIDE MUTUAL FUNDS

The undersigned contract owner of a variable annuity or variable life insurance
contract, revoking previous voting instructions, hereby instructs Nationwide
Life Insurance Company or Nationwide Life and Annuity Insurance Company to vote
all shares of the Fund of the Nationwide Mutual Funds ("Trust") as indicated
above attributable to his or her variable annuity or variable life insurance
contract as of May 12, 2000, at an Annual Meeting of Shareholders of the Trust
to be held at 215 S. Front Street, Lower Level, Room G, Columbus, Ohio 43215, on
Wednesday, July 26, 2000 at 10:30 a.m., E.D.S.T., and at any adjournments
thereof. These Instructions shall be used to vote on the proposals described in
the Proxy Statement as specified on the reverse side.

Receipt of the Notice of the Meeting and the accompanying Proxy Statement is
hereby acknowledged.

Date: ______________________

______________________________________
Signature(s) (Title(s), if applicable)

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE

NATIONWIDE IC

<PAGE> 44
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY
SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

<TABLE>
<S> <C> <C> <C> <C>
1. To elect the 12 nominees specified below as Trustees: FOR all nominees WITHHOLD
Charles E. Allen, Paula H. J. Cholmondeley, C. Brent DeVore, listed (except as authority
Robert M. Duncan, Joseph J. Gasper, Barbara Hennigar, Paul J. marked to the to vote for all
Hondros, Thomas J. Kerr IV, Douglas F. Kridler, Dimon R. McFerson, contrary at left). nominees.
Arden L. Shisler, David C. Wetmore

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] 1.
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)

__________________________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. Not Applicable

8. To approve the reclassification of the fundamental investment [ ] [ ] [ ] 8.
objective(s) of the Fund as nonfundamental.

9. Not Applicable
</TABLE>

RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AAA-PC
<PAGE> 45
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THESE INSTRUCTIONS ARE SIGNED AND RETURNED,
THESE INSTRUCTIONS SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, Nationwide Life Insurance Company or Nationwide Life and
Annuity Insurance Company shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] 1.
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)

__________________________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. Not Applicable

8. To approve the reclassification of the fundamental investment [ ] [ ] [ ] 8.
objective(s) of the Fund as nonfundamental.

9. Not Applicable
</TABLE>

RETURN THE VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE AAA-IC

<PAGE> 46
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED,
THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] 1.
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)

__________________________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. Not Applicable

8. To approve the reclassification of the fundamental investment [ ] [ ] [ ] 8.
objective(s) of the Fund as nonfundamental.

9. To approve an amendment to the investment Advisory Agreement between the [ ] [ ] [ ] 9.
Trust on behalf of the Fund, and Villanova Mutual Fund Capital Trust to
increase the investment advisory fee for the Fund.
</TABLE>

RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE BBB-PC

<PAGE> 47
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THESE INSTRUCTIONS ARE SIGNED AND RETURNED,
THESE INSTRUCTIONS SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, Nationwide Life Insurance Company or Nationwide Life
and Annuity Insurance Company shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] 1.
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)

__________________________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. Not Applicable

8. To approve the reclassification of the fundamental investment [ ] [ ] [ ] 8.
objective(s) of the Fund as nonfundamental.

RETURN THE VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE BBB-IC

<PAGE> 48

Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE
PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] 1.
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. Not Applicable

8. Not Applicable

9. Not Applicable

</TABLE>

RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE CCC-PC

<PAGE> 49
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THESE INSTRUCTIONS ARE SIGNED AND RETURNED,
THESE INSTRUCTIONS SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, Nationwide Life Insurance Company or Nationwide Life and
Annuity Insurance Company shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. Not Applicable

8. Not Applicable

9. Not Applicable

</TABLE>

RETURN THE VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE CCC-IC

<PAGE> 50
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE
PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. To amend the fundamental investment policy with respect to [ ] [ ] [ ] 7.
diversification for the Fund.

8. Not Applicable

9. Not Applicable

</TABLE>

RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE DDD-PC

<PAGE> 51
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THESE INSTRUCTIONS ARE SIGNED AND RETURNED,
THESE INSTRUCTIONS SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, Nationwide Life Insurance Company or Nationwide Life and
Annuity Insurance Company shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. To amend the fundamental investment policy regarding real estate for [ ] [ ] [ ] 5.
the Fund.

6. Not Applicable

7. To amend the fundamental investment policy with respect to [ ] [ ] [ ] 7.
diversification for the Fund.

8. Not Applicable

9. Not Applicable

</TABLE>

RETURN THE VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE DDD-IC

<PAGE> 52
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY
SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] 1.
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)

__________________________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. Not Applicable

6. To amend the fundamental investment policy regarding borrowing and [ ] [ ] [ ] 6.
issuing senior securities for the Fund.

7. Not Applicable

8. To approve the reclassification of the fundamental investment [ ] [ ] [ ] 8.
objective(s) of the Fund as nonfundamental.

9. Not Applicable
</TABLE>

RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE FFF-PC

<PAGE> 53
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THESE
INSTRUCTIONS SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, Nationwide Life Insurance Company or Nationwide Life
and Annuity Insurance Company shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. Not Applicable

6. To amend the fundamental investment policy regarding borrowing and [ ] [ ] [ ] 6.
issuing senior securities for the Fund.

7. Not Applicable

8. To approve the reclassification of the fundamental investment [ ] [ ] [ ] 8.
objective(s) of the Fund as nonfundamental.

9. Not Applicable
</TABLE>

RETURN THE VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE FFF-IC

<PAGE> 54
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE
PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. Not Applicable

6. Not Applicable

7. Not Applicable

8. Not Applicable

9. Not Applicable

</TABLE>

RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE GGG-PC

<PAGE> 55
Please refer to the Proxy Statement discussion of each of these proposals.
IF NO SPECIFICATION IS MADE AND THESE INSTRUCTIONS ARE SIGNED AND RETURNED,
THESE INSTRUCTIONS SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, Nationwide Life Insurance Company or Nationwide Life and
Annuity Insurance Company shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:

o Please fold and detach card at perforation before mailing. o

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

2. To ratify the selection of KPMG LLP as independent auditors of the Trust. [ ] [ ] [ ] 2.

3. To amend the fundamental investment policy regarding making loans for [ ] [ ] [ ] 3.
the Fund.

4. To amend the fundamental investment policy regarding commodities and [ ] [ ] [ ] 4.
commodities contracts for the Fund.

5. Not Applicable

6. Not Applicable

7. Not Applicable

8. Not Applicable

9. Not Applicable

</TABLE>

RETURN THE VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE GGG-IC