NATIONWIDE SEPARATE ACCOUNT TRUST, DEF 14A, 2000-06-21

NATIONWIDE SEPARATE ACCOUNT TRUST
DEF 14A, 2000-06-21

Previous: KILICO VARIABLE ANNUITY SEPARATE ACCOUNT, N-4/A, EX-99.13, 2000-06-21

Next: UNIHOLDING CORP, 8-K, 2000-06-21

<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 Section 240.14a-12

NATIONWIDE SEPARATE ACCOUNT TRUST
---------------------------------
(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:
--------------------------------------------------

-2-
<PAGE> 2

2) Form, Schedule or Registration Statement No.:
----------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
--------------------------------------------------------------

-2-
<PAGE> 3

NATIONWIDE SEPARATE ACCOUNT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of each Fund of Nationwide Separate Account Trust and
to the Owners of Variable Annuity Contracts or Variable Life Insurance Policies
issued by Nationwide Life Insurance Company or Nationwide Life and Annuity
Insurance Company (collectively, "Nationwide") entitled to give Voting
Instructions to the Shareholders of each Fund of Nationwide Separate Account
Trust in connection with the Separate Accounts of Nationwide:

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 Separate Account Trust, a Massachusetts business trust (the "Trust"),
will be held on Wednesday, July 26, 2000, at 10:00 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 PricewaterhouseCoopers LLP, independent
public accountants, as auditors to be employed by the Trust for the
fiscal year ending December 31, 2000;

3. To approve amendments to the Trust's Amended Declaration of Trust to
permit the Board of Trustees of the Trust to authorize the issuance of
multiple classes of shares of each Fund in the future without further
shareholder approval;

4. To approve the following matters with respect to certain fundamental
investment policies of each of the Funds:

a. Amend the Funds' fundamental investment policy regarding making
loans;

b. Amend the Funds' fundamental investment policy regarding borrowing
money and issuing senior securities;

c. Amend the Funds' fundamental investment policy regarding commodities
and commodities contracts; and

d. Amend the Funds' fundamental investment policy regarding real estate;

5. To approve the following matters with respect to certain fundamental
investment policies for each of the Total Return Fund, Capital
Appreciation Fund, Government Bond Fund and Money Market Fund:

a. Adopt a fundamental investment policy regarding underwriting
securities; and

b. Adopt a fundamental investment policy regarding concentration of
portfolio investments;

6. To authorize the Board of Trustees to appoint, replace or terminate
subadvisers recommended by Villanova Mutual Fund Capital Trust, as
investment adviser, or amend the terms of any subadvisory agreement, for
the Strategic Value Fund without shareholder approval; and

<PAGE> 4

7. 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 hereby solicits and agrees 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.

If you are a shareholder of record as of the close of business on May 12,
2000, you have the right to instruct the persons listed on the enclosed
proxy/voting instruction form 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 in giving your instructions, 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

WE URGE YOU TO COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED 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 SEPARATE ACCOUNT TRUST

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 Separate Account Trust, a Massachusetts
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 10:00 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 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/voting instructions are first being sent
to shareholders/variable contract owners 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>
Strategic Growth Fund....................................... 8,962,566
Strategic Value Fund........................................ 2,670,317
Equity Income Fund.......................................... 2,846,167
High Income Bond Fund....................................... 7,315,000
Balanced Fund............................................... 8,302,274
Multi Sector Bond Fund...................................... 9,372,200
Small Cap Value Fund........................................ 17,446,768
Small Cap Growth Fund....................................... 2,310,346
Global 50 Fund.............................................. 5,441,156
Mid Cap Index Fund.......................................... 2,908,018
Small Company Fund.......................................... 30,366,890
Income Fund................................................. 942,603
Total Return Fund........................................... 116,031,010
Capital Appreciation Fund................................... 34,851,029
Government Bond Fund........................................ 65,996,447
Money Market Fund........................................... 1,953,076,181
</TABLE>

-1-
<PAGE> 6

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. However, 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 instructions.

THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE TRUST'S MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS UPON REQUEST, WHICH REQUEST MAY BE MADE EITHER BY
WRITING TO THE TRUST AT THE ADDRESS ABOVE OR BY CALLING TOLL-FREE (800)
848-6331. THE ANNUAL REPORT WILL BE MAILED TO YOU BY FIRST-CLASS MAIL WITHIN
THREE BUSINESS DAYS OF RECEIPT OF YOUR REQUEST.

At the Meeting, shareholders will be voting either together as a group
without regard to Fund or separately by Fund, depending upon 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,
2 and 3 will be voted upon by all Funds as a group; Proposal 4 will be voted
upon by all Funds voting individually by Fund; Proposal 5 will be voted upon
only by the shareholders of the Total Return Fund, Capital Appreciation Fund,
Government Bond Fund and Money Market Fund, voting individually by Fund; and
Proposal 6 will be voted upon only by the shareholders of the Strategic Value
Fund.

<TABLE>
<CAPTION>
SHAREHOLDERS WHO WILL
PROPOSAL BRIEF DESCRIPTION OF PROPOSAL VOTE ON THE PROPOSAL
-------- ----------------------------- ---------------------
<S> <C> <C> <C>
Proposal 1 To elect a Board of Trustees Shareholders of all Funds
voting together as a group

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

Proposal 3 To approve amendments to the Trust's Amended Shareholders of all Funds
Declaration of Trust to permit the Board of voting together as a group
Trustees of the Trust to authorize the
issuance of multiple classes of shares
without further shareholder approval

Proposals 4. To approve the following matters with respect
a. - d. to certain fundamental investment policies of
each of the Funds:
</TABLE>

-2-
<PAGE> 7

<TABLE>
<CAPTION>
SHAREHOLDERS WHO WILL
PROPOSAL BRIEF DESCRIPTION OF PROPOSAL VOTE ON THE PROPOSAL
-------- ----------------------------- ---------------------
<S> <C> <C> <C>
a. Amend the Funds' fundamental investment Shareholders of all Funds
policy regarding making loans voting separately by Fund

b. Amend the Funds' fundamental investment Shareholders of all Funds
policy regarding borrowing money and issuing voting separately by Fund
senior securities

c. Amend the Funds' fundamental investment Shareholders of all Funds
policy regarding commodities and commodities voting separately by Fund
contracts

d. Amend the Funds' fundamental investment Shareholders of all Funds
policy regarding real estate voting separately by Fund

Proposals 5. To approve the following matters with respect
a. and b. to certain fundamental investment policies of
each of the following Funds:
- Capital Appreciation Fund
- Government Bond Fund
- Money Market Fund
- Total Return Fund

a. Adopt a fundamental investment policy Shareholders of such Funds
regarding underwriting securities voting separately by Fund

b. Adopt a fundamental investment policy Shareholders of such Funds
regarding concentration of portfolio voting separately by Fund
investments

Proposal 6 To authorize the Board of Trustees to Shareholders of the Strategic
appoint, replace or terminate subadvisers Value Fund only
recommended by Villanova Mutual Fund Capital
Trust, as investment adviser, or amend the
terms of any subadvisory agreement for the
Strategic Value Fund without shareholder
approval
</TABLE>

The Trust knows of no business other than that mentioned in Proposals 1
through 6 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/voting instruction form 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 sufficient votes have been received and may
propose one or more adjournments of the Meeting to permit further solicitation
of proxy/voting instructions 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.

-3-
<PAGE> 8

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 and until his or her
successor is elected and qualified. Each of the nominees (except for Messrs.
Allen, Hondros and McFerson, 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.

<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>
Charles E. Allen Mr. Allen has been Chairman, Not currently a Trustee
Age 52 Chief Executive Officer and
President of the Graimark family
of companies since 1988 (real
estate development, investment
and asset management).

Paula H. J. Cholmondeley Ms. Cholmondeley has been Vice Not currently a Trustee
Age 50 President and General Manager of
Special 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 1990
Age 59 Otterbein College since 1984.
Trustee

Robert M. Duncan Since 1999, Mr. Duncan has worked 1987
Age 72 as an arbitration and mediation
Trustee consultant. From 1996 to 1999,
Mr. Duncan was a member of the
Ohio Elections Commission. 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.
</TABLE>

-4-
<PAGE> 9

<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>
*Joseph J. Gasper Mr. Gasper has been Director, 1997
Age 56 President and Chief Operating
Chairman and Trustee 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.

*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 as 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 1982
Age 66 Emeritus of Kendall College
Trustee located in Evanston, Illinois
since 1996. He was formerly
President of Kendall College.
</TABLE>

-5-
<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>
Douglas F. Kridler Mr. Kridler has been President 1995
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 Not currently a Trustee
Age 63 and Chief Executive Officer of
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.

David C. Wetmore Mr. Wetmore has been a Managing 1990
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, Gasper and Hondros, Ms. Cholmondeley and Ms.
Hennigar, each nominee for Trustee is also currently a trustee of Nationwide
Mutual Funds ("NMF"). Except for Messrs. Allen, McFerson and Hondros, Ms.
Cholmondeley and Ms. Hennigar, each nominee for Trustee is also currently a
trustee of Nationwide Asset Allocation Trust ("NAAT"). NMF 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

-6-
<PAGE> 11

and Governance Committee has not yet determined whether or not it will consider
recommendations by shareholders.

During the fiscal year ended December 31, 1999, no Trustee or officer
affiliated with Villanova Mutual Fund Capital Trust ("VMF"), the Funds'
investment adviser, or 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.

FURTHER INFORMATION REGARDING THE TRUSTEES AND EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
NUMBER OF SHARES
TITLE OF FUND NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED*
------------- ------------------------ -------------------
<S> <C> <C>
Small Company Fund Joseph J. Gasper 100,033.18(1)
</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 December 31, 1999, the Trust's Board of
Trustees held five meetings. Each of the current Trustees attended at least 75%
of those meetings. Messrs. Allen, Hondros, McFerson and Shisler, Ms.
Cholmondeley and Ms. Hennigar were not trustees of the Trust during that period.

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 December 31, 1999. The Trust has no pension or retirement plans.

-7-
<PAGE> 12

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....................................... $9,000 $28,000
C. Brent DeVore
Trustee....................................... $9,000 $28,000
Sue A. Doody(1)
Trustee....................................... $9,000 $28,000
Robert M. Duncan
Trustee....................................... $9,000 $28,000
Joseph J. Gasper
Trustee....................................... $ 0 $ 0
Thomas J. Kerr IV
Trustee....................................... $9,000 $28,000
Douglas F. Kridler
Trustee....................................... $9,000 $28,000
Arden L. Shisler(2)
Trustee....................................... $ 0 $ 0
David W. Wetmore
Trustee....................................... $9,000 $28,000
Robert Woodward(1)
Trustee....................................... $ 0 $ 0
</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 NMF and
NAAT, as well as the Trust.

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

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

-8-
<PAGE> 13

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>
Joseph J. Gasper Mr. Gasper has been Director, October 1997
Age 56 President and Chief Operating
Chairman and Trustee Officer of Nationwide Financial
Services, Inc. since December
1996 and of Nationwide Life
Insurance Company since April
1996. Prior to that and since
1992 he was Executive Vice
President and Senior Vice
President for Nationwide
Insurance.

James F. Laird, Jr. Since May 2000, Mr. Laird has November 1987
Age 43 been Senior Vice
Treasurer President -- Product Development
for 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 February 9, 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 PricewaterhouseCoopers LLP as the auditors of the
Trust for the fiscal year ending December 31, 2000. Unless instructed in the
proxy/voting instruction form to the contrary, the persons named therein intend
to vote in favor of the ratification of the selection of PricewaterhouseCoopers
LLP as auditors of the Trust to serve for the fiscal year ending December 31,
2000.

Shareholders of all Funds of the Trust will vote jointly on the proposal to
ratify the selection of PricewaterhouseCoopers LLP as auditors of the Trust to
serve for the fiscal year ending December 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.

-9-
<PAGE> 14

A representative of PricewaterhouseCoopers 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.

PROPOSAL 3 -- AMENDMENTS TO THE AMENDED DECLARATION OF TRUST

The Trustees propose to amend the Trust's Amended Declaration of Trust to
permit the Trustees, without further shareholder approval, to create, from time
to time, multiple of classes of shares for any Fund and to redesignate or
reclassify issued and outstanding shares into a class or as a different class.
Currently the Trust is authorized to issue only one class of shares for each
Fund of the Trust. However, it is quite common in the mutual fund industry for
the boards of trustees of investment companies, such as the Trust, to create
multiple classes of shares for a single fund or series.

If multiple classes of shares are created for a Fund, shares of a
particular class will be equal in all respects to the other shares of that
class, and will be equal to the other Shares of that particular Fund except with
respect to certain expenses associated with the distribution of Shares of that
class or the services to that class' shareholders and certain other limited
expenses and with respect to voting rights on matters that only affect that
class.

The Amended Declaration of Trust of the Trust is proposed to be amended
further by adding thereto the following, new Article I, Section 1.2(n) and
Article XI, Section 11.6:

SECTION 1.2(n) "CLASS" refers to one or more classes or sub-series of
Shares established and designated under or in accordance with the
provisions of Section 11.6.

SECTION 11.6 CLASS SHARES. Notwithstanding any other term or provision
in this Amended Declaration to the contrary, and subject to the provisions
of the 1940 Act, the Internal Revenue Code and to any other applicable law
or regulation, the Trustees are empowered from time to time, in their
absolute discretion and without the approval of Shareholders, to create,
identify by descriptive name or symbol and define the characteristics of,
allocate expenses to, calculate net asset value for, declare and pay
dividends regarding, issue and redeem, establish any special voting rights
regarding, otherwise create and administer the terms and provisions of, and
in their discretion amend the Amended Declaration to reflect, one or more
classes of Shares of one or more existing or newly created series of
Shares. The authority granted to the Trustees herein shall include the
authority to designate or redesignate all or part of the Shares of a then
existing series or class of Shares as part of an existing or newly created
class of Shares of such series.

The proposed amendments to the Trust's Amended Declaration of Trust will
give it more flexibility to create and market shares through various
distribution channels. The ability to create multiple classes of Shares and/or
to redesignate certain shares into a new or existing class, however, will not
impair the rights of the holders of the currently issued and outstanding Shares
of the Funds. The Amended Declaration of Trust specifically provides that it
cannot be amended without proper shareholder approval in any way that would
diminish any voting or liquidation rights of the existing Shares of the Trust.

-10-
<PAGE> 15

Approval of the amendments to the Amended Declaration of Trust requires the
affirmative vote of a majority of the outstanding Shares of the Trust, defined
as the lesser of (a) 67% or more of the outstanding Shares of the Trust 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 the Trust. If the
Proposal is not approved, the Trust's Amended Declaration of Trust will remain
unchanged.

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

PROPOSALS 4.a. THROUGH 4.d. -- ADOPTION OF STANDARDIZED

FUNDAMENTAL INVESTMENT POLICIES REGARDING MAKING LOANS,

BORROWING MONEY, ISSUING SENIOR SECURITIES, COMMODITIES AND
COMMODITIES CONTRACTS AND REAL ESTATE FOR EACH OF THE FUNDS

The primary purpose of the Proposals 4.a. through 4.d., as more fully
described below, is to revise several of the fundamental investment policies for
all of the Funds to conform to policies which are currently, or are expected to
become, standard for all Funds of the Trust and for all of the funds of NMF,
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.

Except with respect to the policy on making loans for certain of the Funds
which are currently prohibited from making most loans, 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. However,
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, borrowing, commodities and real estate, 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.

Shareholders of each of the Funds will be voting on Proposals 4.a. through
4.d. individually 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 for such Fund will
remain unchanged from its current version.

-11-
<PAGE> 16

PROPOSAL 4.a. -- AMENDMENT OF FUNDAMENTAL POLICY
REGARDING MAKING 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>
- Balanced Fund [A Fund:] May not lend any security or
- Equity Income Fund make any other loan, except that each
- Global 50 Fund Fund may in accordance with its
- High Income Bond Fund investment objective and policies (i)
- Income Fund lend portfolio securities, (ii)
- Mid Cap Index Fund purchase and hold debt securities or
- Multi Sector Bond Fund other debt instruments, including but
- Small Cap Growth Fund not limited to loan participations and
- Small Cap Value Fund subparticipations, assignments, and
- Small Company Fund structured securities, (iii) make
- Strategic Growth Fund loans secured by mortgages on real
- Strategic Value Fund property, (iv) enter into repurchase
[A Fund] May not lend any security or agreements, and (v) make time deposits
make any other loan if, as a result, with financial institutions and invest
more than 33 1/3% of its total assets in instruments issued by financial
(taken at current value) would be lent institutions, and enter into any other
to other parties, except in accordance lending arrangement as and to the
with its investment objective, extent permitted by the Investment
policies and limitations through (i) Company Act of 1940 or any rule, order
purchase of debt securities or other or interpretation thereunder.
debt instruments, including loan
participations, assignments and
structured securities, or (ii) by
engaging in repurchase agreements.

- Capital Appreciation Fund
- Government Bond Fund
- Money Market Fund
- Total Return Fund
[A Fund:] May not make loans to other
persons, except by the purchase of
obligations in which the Trust is
authorized to invest. The Trust may,
however, enter into repurchase
agreements, but a Fund will not enter
into repurchase agreements if, as a
result thereof, more than 10% of the
Fund's total assets (taken at current
value) would be subject to repurchase
agreements maturing in more than 7
days.
</TABLE>

The current and proposed policies on loans permit each Fund to purchase or
hold debt securities in accordance with its investment objectives and policies
and to enter into repurchase

-12-
<PAGE> 17

agreements. The significant differences between the current policies and the
proposed policy are that the proposed policy (1) permits the Total Return Fund,
the Capital Appreciation Fund, the Government Bond Fund and the Money Market
Fund to engage in securities lending (i.e., loan portfolio securities to third
parties) and (2) permits each Fund to enter into any other lending arrangement
permitted under the 1940 Act or any rule, order or interpretation thereunder.

VMF is currently developing a securities lending program in which each Fund
may participate to the extent VMF believes that participation in the lending
program would be in the best interests of such Fund and consistent with its
investment objectives and policies. VMF currently believes that each Fund is
likely to participate in such lending program. The Prospectus and Statement of
Additional Information for those Funds which will participate in the securities
lending program will contain a description of such program and the risks
associated therewith.

Other than permitting securities lending for the Total Return Fund, the
Capital Appreciation Fund, the Government Bond Fund and the Money Market Fund,
the Trust and VMF are not aware of any other 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
objectives and stated policies AND are permitted under the 1940 Act and the
interpretations thereof by the U.S. Securities and Exchange Commission ("SEC").

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

-13-
<PAGE> 18

PROPOSAL 4.b. -- AMENDMENT OF FUNDAMENTAL POLICY REGARDING BORROWING MONEY AND
ISSUING SENIOR SECURITIES

This table sets forth the current policies regarding borrowing money and
issuing senior securities for each of the Funds and the policy on such matters
as proposed to be adopted by shareholders of each Fund.

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

- Balanced Fund [A Fund:] May not borrow money or
- Equity Income Fund issue senior securities, except that
- Global 50 Fund each Fund may enter into reverse
- High Income Bond Fund repurchase agreements and may
- Income Fund otherwise borrow money and issue
- Mid Cap Index Fund senior securities as and to the
- Multi Sector Bond Fund extent permitted by the 1940 Act or
- Small Cap Growth Fund any rule, order or interpretation
- Small Cap Value Fund thereunder.
- Small Company Fund
- Strategic Growth Fund
- Strategic Value Fund
[A Fund:] May (i) borrow money from
banks and (ii) make other investments
or engage in other transactions
permissible under the 1940 Act which
may involve a borrowing, provided
that the combination of (i) and (ii)
shall not exceed 33 1/3% of the value
of the Fund's total assets (including
the amount borrowed), less the Fund's
liabilities (other than borrowings),
except that the Fund may borrow up to
an additional 5% of its total assets
(not including the amount borrowed)
from a bank for temporary or
emergency purposes (but not for
leverage or the purchase of
investments). The Fund may also
borrow money from other persons to
the extent permitted by applicable
law. For purposes of this
restriction, short sales, the entry
into currency transactions, options,
futures contracts, options on futures
contracts, forward commitment
transactions and dollar roll
transactions that are not accounted
for as financings (and the
segregation of assets in connection
with any of the foregoing) shall not
constitute borrowing.
[A Fund:] May not issue senior
securities, except as permitted under
the 1940 Act.
</TABLE>

-14-
<PAGE> 19

<TABLE>
<CAPTION>
FUND AND ITS CURRENT POLICY
---------------------------
<S> <C>

- Capital Appreciation Fund
- Government Bond Fund
- Money Market Fund
- Total Return Fund
[A Fund:] May not borrow money,
except an amount equal to no more
than 5% of the value of each of the
Fund's total assets (calculated when
the loan is made) for temporary,
emergency purposes or for the
clearance of transactions. This
limited borrowing authority will not
be used to leverage the Funds or to
borrow for extended periods of time.
This authority is intended to provide
the investment manager additional
flexibility in the execution of
routine daily transactions, and allow
for more efficient cash management.
[A Fund:] May not issue securities
except as permitted by the Investment
Company Act of 1940.
</TABLE>

For each of the Funds, other than the Total Return Fund, Capital
Appreciation Fund, Government Bond Fund and Money Market Fund, the policy as
proposed to be amended is intended to combine the policies regarding borrowing
money and issuing senior securities and to simplify the language. The current
description of permitted borrowings was intended to cover all borrowings
permitted under the 1940 Act. The proposed policy simplifies and clarifies this
intent, specifically permits reverse repurchase agreements and also would permit
a Fund to borrow money to the extent permitted under the 1940 Act and any rules,
interpretations or orders thereunder. Reverse repurchase agreements are
essentially short term loans from qualified banks or broker-dealers. When a Fund
enters into a reverse repurchase agreement, the Fund sells securities to a buyer
that agrees to sell them back at a specific time and at a set price that
includes interest. The rules under the 1940 Act and the SEC's interpretations
thereof place significant limitations on a Fund's ability to borrow money,
including entering into reverse repurchase agreements, and to issue senior
securities -- limits that the Funds would continue to be subject to as they are
now.

For the Total Return Fund, Capital Appreciation Fund, Government Bond Fund
and Money Market Fund, these fundamental policies, as proposed to be amended,
would substantially increase the amount which such a Fund could borrow and
attempt to give each such Fund the maximum amount of flexibility permitted under
the 1940 Act as is available to the other Funds of the Trust. The fundamental
investment policy regarding the issuance of senior securities will remain
unchanged. As stated above, however, VMF does not currently expect that these
amendments, if approved, would materially affect the manner in which any of
these Funds is managed.

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

-15-
<PAGE> 20

PROPOSAL 4.c. -- 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 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>

- Balanced Fund [A Fund:] May not purchase or sell
- Capital Appreciation Fund commodities or commodities contracts,
- Equity Income Fund except to the extent disclosed in the
- Global 50 Fund current Prospectus or Statement of
- Government Bond Fund Additional Information of the Fund.
- High Income Bond Fund
- Mid Cap Index Fund
- Money Market Fund
- Multi Sector Bond Fund
- Small Cap Growth Fund
- Small Cap Value Fund
- Strategic Value Fund
- Total Return Fund
[A Fund:] May not purchase or sell
commodities or commodities contracts,
except to the extent disclosed in the
current Prospectus of such Fund.

- Income Fund
- Small Company Fund
- Strategic Growth Fund
[A Fund:] May not purchase or sell
physical commodities unless acquired
as a result of ownership of
securities or other instruments, but
this shall not prevent the Fund from
purchasing or selling options,
futures contracts, or other
derivative instruments, or from
investing in securities or other
instruments backed by physical
commodities.
</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). For each of the Funds, other
than the Strategic Growth Fund, Small Company Fund and Income Fund, 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. Recently the SEC
amended its rules

-16-
<PAGE> 21

governing the Funds' disclosure 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 contracts 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 investment technique of the Fund.
Therefore, the effect of the proposed policy changes is to make the disclosure
requirements for the Funds consistent with their disclosure obligations under
the SEC's Rules.

With respect to the Strategic Growth Fund, Small Company Fund and Income
Fund, the purpose of the proposed change in such fundamental policy is to make
such Funds' policy consistent with that of the other Funds of the Trust.

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

PROPOSAL 4.d. -- AMENDMENT OF FUNDAMENTAL POLICY
REGARDING REAL ESTATE

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

<TABLE>
<CAPTION>
ALL FUNDS AND THEIR CURRENT POLICY PROPOSED POLICY (FOR ALL SUCH FUNDS)
---------------------------------- ------------------------------------
<S> <C>
[A Fund:] May not purchase or sell [A Fund:] May not purchase or sell
real estate unless acquired as a real estate, except that each Fund
result of ownership of securities or may (i) acquire real estate through
instruments, but this restriction ownership of securities or
shall not prohibit the Fund from instruments and sell any real estate
purchasing or selling securities acquired thereby, (ii) purchase or
issued by entities or investment sell instruments secured by real
vehicles that own or deal in real estate (including interests therein),
estate or interests therein or and (iii) purchase or sell securities
instruments secured by real estate or issued by entities or investment
interests therein vehicles that own or deal in real
estate (including interests therein).
</TABLE>

VMF believes that the proposed changes to the Funds' fundamental investment
policy regarding real estate do not change in any material manner their current
policy; however, these changes will make such policy consistent among all Funds
managed by VMF within the Trust and NMF.

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

-17-
<PAGE> 22

PROPOSALS 5.a. AND 5.b. -- ADOPTION OF FUNDAMENTAL
INVESTMENT POLICIES REGARDING UNDERWRITING SECURITIES AND
CONCENTRATION OF PORTFOLIO INVESTMENTS FOR EACH OF

THE TOTAL RETURN FUND, CAPITAL APPRECIATION FUND,

GOVERNMENT BOND FUND AND MONEY MARKET FUND

The purpose of Proposals 5.a. and 5.b., as more fully described below, is
to adopt on behalf of the Total Return Fund, Capital Appreciation Fund,
Government Bond Fund and Money Market Fund fundamental investment policies
regarding underwriting securities and concentration of portfolio investments.
Section 13 of the 1940 Act has been interpreted generally to require that mutual
funds adopt fundamental policies regarding several matters, including
underwriting securities and concentrating their investments in particular
industries. For each of these Funds, such policies were inadvertently omitted
from their prospectus and statement of additional information. Despite these
omissions, these Funds have followed the general policies of the other Funds and
do not underwrite securities of other issuers and do not concentrate their
investments (concentration means having 25% or more of a Fund's total assets
invested in securities of issuers within the same industry). Adoption of these
policies will not change in any way the manner in which these Funds are managed.
Therefore, shareholders of these Funds are being asked to approve fundamental
investment policies regarding these matters which are identical to those same
policies previously adopted for each of the other Funds.

Approval of the adoption of a Fund's fundamental policy with respect to
either underwriting securities or concentrating portfolio investments 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 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.

PROPOSAL 5.a. -- ADOPTION OF A FUNDAMENTAL POLICY
REGARDING UNDERWRITING SECURITIES

The proposed policy regarding underwriting of securities is as follows:

[The Fund]: May not act as an underwriter of another issuer's
securities, except to the extent that the Fund may be deemed an
underwriter within the meaning of the Securities Act in connection
with the purchase and sale of portfolio securities.

As stated above, Section 13(a) of the 1940 Act states that a fund may not
engage in the underwriting of securities of other issuers except to the extent
described in a policy set forth in that fund's registration statement without
the approval of shareholders. The Trust, with respect to the Funds listed above,
inadvertently omitted any such policy in its registration statement. As a
practical matter, none of these Funds has ever or intends to underwrite the
securities of other issuers. However, it is customary for mutual funds such as
these Funds to reserve the right to act as an "underwriter" to the extent that
they would be considered an "underwriter" for purposes of the federal securities
laws in connection with the purchase or sale of portfolio securities in the
ordinary course of their operations.

-18-
<PAGE> 23

If Proposal 5.a. is not approved for a Fund, such Fund will continue to be
unable to underwrite securities of other issuers.

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

PROPOSAL 5.b. -- ADOPTION OF A FUNDAMENTAL POLICY
REGARDING CONCENTRATION

The proposed policy regarding concentration of portfolio investments is as
follows:

[The Fund:] May not purchase the securities of any issuer if, as a
result, more than 25% (taken at current value) of the Fund's total
assets would be invested in the securities of issuers, the
principal activities of which are in the same industry. This
limitation does not apply to securities issued by the U.S.
Government or its agencies or instrumentalities.

Section 13(b) of the 1940 Act is generally interpreted to require a mutual
fund to state its policy regarding concentration of portfolio investments in any
one industry. None of these Funds ever has or currently intends to concentrate
its portfolio investments in any one industry. Therefore, shareholders are being
asked to approve a policy that is consistent with the current concentration
policy of each of the other Funds of the Trust.

If Proposal 5.b. is not approved for a Fund, such Fund will continue to not
concentrate its investments in securities of issuers within any one industry.

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

PROPOSAL 6 -- AUTHORIZATION FOR THE BOARD OF TRUSTEES
TO APPOINT, REPLACE OR TERMINATE SUBADVISERS
RECOMMENDED BY VMF OR AMEND THE TERMS
OF ANY SUBADVISORY AGREEMENT FOR
THE STRATEGIC VALUE FUND WITHOUT SHAREHOLDER APPROVAL.

Section 15(a) of the 1940 Act requires that all contracts pursuant to which
persons serve as investment advisers to investment companies be approved by
shareholders. As interpreted, this requirement applies to the appointment of
subadvisers to the Strategic Value Fund for which VMF serves as investment
adviser. In the future, the Trustees would like to have the authority to
appoint, replace or terminate subadvisers without the need for further
shareholder approval. Therefore, at this time the Trust is submitting Proposal 6
to the shareholders of the Strategic Value Fund for their approval.

The SEC has granted conditional exemptions from these shareholder approval
requirements for situations, such as the Fund's, where a fund utilizes a
multi-manager approach to portfolio investing. VMF and the Trust have received
such an order of exemption from the SEC for each of the other Funds of the Trust
(the "Order") and may in the future seek an amendment to the Order to add the
Strategic Value Fund. If such amendment is applied for and is thereafter
approved by the SEC and if this proposal is approved by the shareholders of the
Strategic Value Fund, the Board of Trustees would, upon VMF's recommendation, be
able to appoint additional or replacement subadvisers, terminate subadvisers,
rehire existing

-19-
<PAGE> 24

subadvisers whose agreements have been assigned (and thus automatically
terminated) and enter into or modify subadvisory agreements, all without
shareholder approval. VMF would also be permitted to retain direct management of
all or a portion of the Fund's assets, but VMF would not be permitted to hire an
affiliated subadviser without shareholder approval.

This Proposal is intended to facilitate the efficient operation of the
multi-manager structure and afford the Trust increased management flexibility.
The Strategic Value Fund is currently managed by Schafer Capital Management,
Inc. through a subadvisory agreement with Strong Capital Management, Inc. Under
the multi-manager structure, VMF, with the approval of the Board of Trustees,
would have similar authority and flexibility with respect to subadvisers for the
Strategic Value Fund that it has for its own internal portfolio managers,
namely, that VMF can continually monitor and assess their performance and
replace them if VMF believes such action is appropriate; for example, if the
performance is not satisfactory. VMF monitors the performance of the Fund's
subadvisers and may from time to time recommend that the Board of Trustees add,
replace or terminate one or more subadviser, appoint additional subadvisers or
allow VMF to manage all or a portion of the Fund, depending on VMF's assessment
of what combination of subadvisers and VMF it believes will optimize the
Strategic Value Fund's chances of achieving its investment objective.

While there is no way of knowing exactly how often VMF may recommend, and
the Board may approve, the selection of an additional subadviser, or the
replacement or termination of an existing subadviser, each of which would
typically require a shareholder meeting, it is likely that the multi-manager
structure would result in more frequent shareholder meetings than would
otherwise be the case. However, if the SEC grants the amendment to the Order,
the Trustees will not be required to call a shareholder meeting each time a new
subadviser is approved (or to reapprove a subadviser whose subadvisory agreement
is automatically terminated because it has been purchased by another entity) or
to approve the management of all or a portion of the Fund by VMF for the
Strategic Value Fund. Shareholder meetings entail substantial costs, and may
entail substantial delays, which could reduce the desired benefits of the
multi-manager structure. These costs and delays must be weighed against the
benefits of shareholder scrutiny of proposed contracts with additional or
replacement subadvisers; however, even in the absence of shareholder approval,
any proposal to add or replace subadvisers for the Strategic Value Fund would
receive careful review. First, VMF would assess the Strategic Value Fund's needs
and, if it believed a change in investment management could benefit the
Strategic Value Fund, it would systematically search the relevant universe of
available investment managers, as well as evaluate whether it should manage all
or a portion of the Fund itself. Second, any recommendations made by VMF would
have to be approved by a majority of the Trustees, including a majority of the
Trustees who are not "interested persons" of VMF within the meaning of the 1940
Act. Third, any selections of additional subadvisers or replacement subadvisers
would have to comply with conditions contained in the amended Order, if granted.
Finally, the Board of Trustees would not be able to replace VMF as investment
adviser for the Strategic Value Fund without obtaining shareholder approval of
the new investment adviser.

Subject to SEC exemptive relief, approval of the Proposal requires the
affirmative vote of a majority of the outstanding Shares of the Strategic Value
Fund, which is defined as 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

-20-
<PAGE> 25

Shares of the Fund. If this Proposal is not approved, the Board must seek
shareholder approval to institute any of the actions described in this Proposal
unless otherwise permitted by the SEC.

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

FURTHER INFORMATION REGARDING THE TRUST

DISTRIBUTOR AND ADMINISTRATOR

Because the Funds are sold as an underlying mutual fund option in variable
annuity and insurance products, the Funds have no principal underwriter.
However, Nationwide Advisory Services, Inc. ("NAS") provides marketing and
wholesaling at no cost to the Trust. Villanova SA Capital Trust, an affiliate of
both VMF, the Funds' investment adviser, and NAS, serves as the Funds'
administrator. The address for VMF, NAS and Villanova SA Capital Trust is Three
Nationwide Plaza, Columbus, Ohio 43215.

PRINCIPAL HOLDERS OF VOTING SECURITIES

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 any Fund:

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
---- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Strategic Growth Fund Nationwide Variable Account-9 of 7,669,558(1) 85.57%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account of 961,957(1) 10.73%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Strategic Value Fund Nationwide Variable Account-9 of 2,357,897(1) 88.30%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Equity Income Fund Nationwide Variable Account-9 of 2,601,711(1) 91.41%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-21-
<PAGE> 26

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
---- ------------------------------- ------------ -------------
<S> <C> <C> <C>
High Income Bond Fund Nationwide Variable Account-9 of 5,457,253(1) 74.60%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account-4 939,665(1) 12.85%
of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Life Insurance Company 601,895 8.23%
One Nationwide Plaza
Columbus, Ohio 43215

Balanced Fund Nationwide Variable Account-9 of 7,757,530(1) 93.44%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account-4 456,067(1) 5.49%
of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Multi Sector Bond Fund Nationwide Variable Account-9 of 7,105,708(1) 75.82%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account-4 1,989,204(1) 21.22%
of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Small Cap Value Fund Nationwide Variable Account-9 of 9,250,820(1) 53.02%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account-II 6,165,728(1) 35.34%
of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Small Cap Growth Fund Nationwide Variable Account-9 of 1,795,187(1) 77.70%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-22-
<PAGE> 27

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
---- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Global 50 Fund Nationwide Variable Account-9 of 3,167,706(1) 58.22%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account-4 1,633,376(1) 30.01%
of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Life Insurance Company 533,636 9.81%
One Nationwide Plaza
Columbus, Ohio 43215

Mid Cap Index Fund Nationwide Variable Account-9 of 2,170,729(1) 74.65%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Life Insurance Company 325,729 11.20%
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Variable Account-8 of 193,378(1) 6.65%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Small Company Fund Nationwide Variable Account-II of 15,812,771(1) 52.07%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Variable Account-9 of 7,244,998(1) 23.85%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Qualified Plan Variable Account of 3,132,719(1) 10.29%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-23-
<PAGE> 28

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
---- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Income Fund Nationwide Life Insurance Company 221,749 23.53%
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Asset Allocation Trust 239,625 25.42%
Moderate Portfolio
Three Nationwide Plaza
Columbus, Ohio 43215
Nationwide Asset Allocation Trust 136,616 14.49%
Moderately Aggressive Portfolio
Three Nationwide Plaza
Columbus, Ohio 43215
Nationwide Asset Allocation Trust 131,601 13.96%
Moderately Conservative Portfolio
Three Nationwide Plaza
Columbus, Ohio 43215
Nationwide Asset Allocation Trust 114,145 12.11%
Conservative Portfolio
Three Nationwide Plaza
Columbus, Ohio 43215
Group Plan Variable Account of 64,796 6.87%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Total Return Fund Nationwide Variable Account-II of 53,612,790(1) 46.21%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Variable Account-9 of 26,872,583(1) 23.10%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Multi-Flex 18,844,682(1) 16.24%
Variable Account of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
</TABLE>

-24-
<PAGE> 29

<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
FUND NAME AND ADDRESS OF SHAREHOLDER OWNED FUND OWNED
---- ------------------------------- ------------ -------------
<S> <C> <C> <C>
Capital Appreciation Fund Nationwide Variable Account-II of 16,663,244(1) 47.81%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Variable Account-9 of 12,361,009(1) 35.47%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Government Bond Fund Nationwide Variable Account-II of 28,117,498(1) 42.60%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Variable Account-9 of 22,724,633(1) 34.43%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Multi-Flex 5,975,300(1) 9.05%
Variable Account of
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215

Money Market Fund Nationwide Variable Account-II of 1,142,657,977(1) 58.50%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide Variable Account-9 of 459,578,540(1) 23.53%
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
Nationwide VLI Separate Account-4 147,080,950(1) 7.53%
of
Nationwide Life Insurance 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.

-25-
<PAGE> 30

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/voting instructions relating to such
meeting. Proposals received thereafter will be considered untimely and will not
be considered for inclusion in such proxy materials.

ADDITIONAL INFORMATION

With respect to the actions to be taken by the shareholders of the Funds on
the matters described in this Proxy Statement, (i) the presence in person or by
proxy of shareholders entitled to cast a majority of the Shares of the Trust on
a particular matter at the Meeting shall constitute a quorum for purposes of
voting upon such matter at the Meeting, provided that no action required by law
or the Trust's Amended Declaration of Trust to be taken by the holders of a
designated proportion of Shares may be authorized or taken by a lesser
proportion; and (ii) abstentions and broker non-votes, as described below, shall
be treated as votes present for purposes of determining whether a quorum exists,
but, 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 the remaining Proposals have been approved, abstentions and
broker non-votes will have the effect of "against" votes for the particular
Proposal. 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/voting instructions from shareholders of the Trust. It is not currently
expected that there will be any solicitation other than by mail. However, the
Trust may engage Shareholder Communications Corporation ("SCC") to assist in
soliciting proxies/voting instructions 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 have not been determined.

By Order of the Trustees

/s/ Elizabeth A. Davin
Elizabeth A. Davin, Secretary

June 15, 2000

-26-
<PAGE> 31

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 32

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 33

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 34
Vote this proxy card TODAY!
NATIONWIDE SEPARATE Your prompt response will
ACCOUNT TRUST save your Fund the expense
of additional mailings.

o PLEASE DETACH AT PERFORATION BEFORE MAILING. o

NATIONWIDE SEPARATE ACCOUNT TRUST
ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies/voting instructions, 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 Separate Account Trust ("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 10:00 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
NSAT PC

Vote this proxy card TODAY!
NATIONWIDE SEPARATE Your prompt response will
ACCOUNT TRUST save your Fund the expense
of additional mailings.

o PLEASE DETACH AT PERFORATION BEFORE MAILING. o

NATIONWIDE SEPARATE ACCOUNT TRUST
ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE TRUSTEES

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
NSAT PC
<PAGE> 35
Complete this instruction form TODAY!
NATIONWIDE SEPARATE Your prompt response will save your
ACCOUNT TRUST Fund the expense of additional mailings.

o PLEASE DETACH AT PERFORATION BEFORE MAILING. o

NATIONWIDE SEPARATE ACCOUNT TRUST

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 Separate Account Trust ("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 10:00 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
NSAT IC

Complete this instruction form TODAY!
NATIONWIDE SEPARATE Your prompt response will save your
ACCOUNT TRUST Fund the expense of additional mailings.

o PLEASE DETACH AT PERFORATION BEFORE MAILING. o

NATIONWIDE SEPARATE ACCOUNT TRUST

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
NSAT IC
<PAGE> 36
<TABLE>
<S> <C>
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:

Please fold and detach card at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

1. To elect the 12 nominees specified below as Trustees: FOR all nominees WITHHOLD
Charles E. Allen, Paula H. J. Cholmondeley, C. Brent DeVore, Robert M. Duncan, listed (except as authority
Joseph J. Gasper, Barbara Hennigar, Paul J. Hondros, Thomas J. Kerr IV, marked to the to vote for all
Douglas F. Kridler, Dimon R. McFerson, Arden L. Shisler, David C. Wetmore contrary at left). nominees.
[ ] [ ] 1.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NAME(S) OF SUCH NOMINEE(S) ON THE LINE BELOW.)
FOR AGAINST ABSTAIN

______________________________________________________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP as independent [ ] [ ] [ ] 2.
accountants of the Trust.

3. To approve amendments to the Trust's Declaration of Trust to permit the Board [ ] [ ] [ ] 3.
of Trustees of the Trust to authorize the issuance of multiple classes of
shares of each Fund in the future without further shareholder approval.

4. To approve the following matters with respect to certain fundamental
investment policies of the Fund:

a. Amend the Fund's fundamental investment policy regarding making loans. [ ] [ ] [ ] 4a.
b. Amend the Fund's fundamental investment policy regarding borrowing money [ ] [ ] [ ] 4b.
and issuing senior securities.
c. Amend the Fund's fundamental investment policy regarding commodities and [ ] [ ] [ ] 4c.
commodities contracts.
d. Amend the Fund's fundamental investment policy regarding real estate. [ ] [ ] [ ] 4d.

5. Not Applicable.

6. To authorize the Board of Trustees to appoint, replace or terminate [ ] [ ] [ ] 6.
subadvisers recommended by Villanova Mutual Fund Capital Trust, as investment
adviser, or amend the terms of any subadvisory agreement for the Strategic
Value Fund without shareholder approval.
VAL--PC
</TABLE>
<PAGE> 37
<TABLE>
<S> <C>
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:

Please fold and detach card at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

______________________________________________________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP as independent [ ] [ ] [ ] 2.
accountants of the Trust.

4. To approve the following matters with respect to certain fundamental
investment policies of the Fund:

5. Not Applicable.

6. To authorize the Board of Trustees to appoint, replace or terminate [ ] [ ] [ ] 6.
subadvisers recommended by Villanova Mutual Fund Capital Trust, as investment
adviser, or amend the terms of any subadvisory agreement for the Strategic
Value Fund without shareholder approval.
VAL--IC
</TABLE>
<PAGE> 38
<TABLE>
<S> <C>
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:

Please fold and detach card at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

______________________________________________________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP as independent [ ] [ ] [ ] 2.
accountants of the Trust.

4. To approve the following matters with respect to certain fundamental
investment policies of the Fund:

5. To approve the following matters with respect to certain fundamental
investment policies for the Fund:

a. Adopt a fundamental investment policy regarding underwriting securities. [ ] [ ] [ ] 5a.
b. Adopt a fundamental investment policy regarding concentration of portfolio [ ] [ ] [ ] 5b.
investments.

6. Not applicable.
MGT--PC
</TABLE>
<PAGE> 39
<TABLE>
<S> <C>
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:

Please fold and detach card at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

______________________________________________________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP as independent [ ] [ ] [ ] 2.
accountants of the Trust.

4. To approve the following matters with respect to certain fundamental
investment policies of the Fund:

5. To approve the following matters with respect to certain fundamental
investment policies for the Fund:

a. Adopt a fundamental investment policy regarding underwriting securities. [ ] [ ] [ ] 5a.
b. Adopt a fundamental investment policy regarding concentration of portfolio [ ] [ ] [ ] 5b.
investments.

6. Not applicable.
MGT--IC
</TABLE>
<PAGE> 40
<TABLE>
<S> <C>
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:

Please fold and detach card at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

______________________________________________________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP as independent [ ] [ ] [ ] 2.
accountants of the Trust.

4. To approve the following matters with respect to certain fundamental
investment policies of the Fund:

5. Not applicable.

6. Not applicable.
SAT--PC
</TABLE>
<PAGE> 41
<TABLE>
<S> <C>
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:

Please fold and detach card at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

______________________________________________________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP as independent [ ] [ ] [ ] 2.
accountants of the Trust.

4. To approve the following matters with respect to certain fundamental
investment policies of the Fund:

5. Not Applicable.

6. Not applicable.
SAT--IC
</TABLE>