<PAGE> 1
SUPPLEMENT DATED JULY 1, 1995 TO
PROSPECTUS DATED MAY 1, 1995 FOR
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
ISSUED BY
NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS
NATIONWIDE VARIABLE ACCOUNT - II
This Supplement updates certain information contained in your Prospectus.
Please read it and keep it with your Prospectus for future reference.
Effective July 1, 1995, the following underlying Mutual Funds will be available
in the Nationwide Variable Account-II:
American Capital Life Investment Trust - Real Estate Securities Portfolio
Fidelity Variable Insurance Products Fund II - Contrafund Portfolio
Warburg Pincus Trust - International Equity Portfolio
Warburg Pincus Trust- Small Company Growth Portfolio
Accordingly, the "Summary of Contract Expenses" provision located in the
Prospectus is hereby amended to include the following expense information:
<TABLE>
<CAPTION>
Total Mutual Fund
Management Fees Other Expenses Expenses
<S> <C> <C> <C>
American Capital Real Estate Securities 1.00% 0.00% 1.00%
Portfolio
Fidelity VIP II - Contrafund Portfolio 0.62% 0.27% 0.89%
Warburg Pincus-International Equity 1.00% 0.44% 1.44%
Portfolio
Warburg Pincus- Small Company Growth 0.90% 0.35% 1.25%
Portfolio
</TABLE>
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Example
The following chart depicts the dollar amount of the expenses that would be
incurred under this Contract assuming a $1000 investment and 5% annual return.
These dollar figures are illustrative only and should not be considered a
representation of past or future expenses. Actual expenses may be greater or
lesser than those shown below. The expense amounts are derived from a formula
which allows the $30 Contract Maintenance Charge to be expressed as a
percentage of the average Contract Account size for existing Contracts. Since
the average Contract Account size for Contracts issued under this prospectus is
greater than $1,000, the expense effect of the Contract Maintenance Charge is
reduced accordingly.
<TABLE>
<CAPTION>
If you surrender your If you do not surrender If you annuitize your
Contract your Contract at the end Contract
at the end of the of the applicable time at the end of the
applicable period applicable
time period time period
1 3 5 10 1 3 5 10 1 3 5 10
Yr. Yrs. Yrs. Yrs. Yr. Yrs Yrs. Yrs. Yr. Yrs. Yrs. Yrs.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Capital Real 95 122 158 280 25 77 131 280 * 77 131 280
Estate Securities
Portfolio
Fidelity VIP Fund II- 94 118 153 268 24 73 126 268 * 73 126 268
Contrafund Portfolio
Warburg Pincus- 100 136 181 325 30 91 154 325 * 91 154 325
International Equity
Portfolio
Warburg Pincus-Small 98 130 171 306 28 85 144 306 * 85 144 306
Company Growth
Portfolio
</TABLE>
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Appendix B of the Prospectus is also amended to include the following
information regarding the mutual funds:
AMERICAN CAPITAL LIFE INVESTMENT TRUST
The American Capital Life Investment Trust is an open-end diversified
management investment company organized as a Massachusetts business trust on
June 3, 1985. The Trust offers shares in separate portfolios which are sold
only to insurance companies to provide funding for variable life insurance
policies and variable annuity contracts. Van Kampen American Capital Asset
Management, Inc. serves as the Portfolio's investment adviser.
- -AMERICAN CAPITAL REAL ESTATE SECURITIES PORTFOLIO
Investment Objective: To seek long-term capital growth by investing in a
portfolio of securities of companies operating in the real estate industry
("Real Estate Securities"). Current income is a secondary consideration. Real
Estate Securities include equity securities, including common stocks and
convertible securities, as well as non-convertible preferred stocks and debt
securities of real estate industry companies. A "real estate industry company"
is a company that derives at least 50% of its assets (marked to market), gross
income or net profits from the ownership, construction, management or sale of
residential, commercial or industrial real estate. Under normal market
conditions, at least 65% of the Fund's total assets will be invested in Real
Estate Securities, primarily equity securities of real estate investment
trusts. The Fund may invest up to 25% of its total assets in securities issued
by foreign issuers, some or all of which may also be Real Estate Securities.
There can be no assurance that the Fund will achieve its investment objective.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
- -CONTRAFUND PORTFOLIO
Investment Objective: To seek capital appreciation by investing primarily in
companies that the fund manager believes to be undervalued due to an overly
pessimistic appraisal by the public. This strategy can lead to investments in
domestic or foreign companies, small and large, many of which may not be well
known. The fund primarily invests in common stock and securities convertible
into common stock, but it has the flexibility to invest in any type of security
that may produce capital appreciation.
WARBURG PINCUS TRUST
The Warburg Pincus Trust ("Trust") is an open-end management investment company
organized in March 1995 as a business trust under the laws of The Commonwealth
of Massachusetts. The Trust offers its shares to insurance companies for
allocation to their separate accounts for the purpose of funding variable
annuity and variable life contracts. Trust portfolios are managed by Warburg,
Pincus Counsellors, Inc. ("Counsellors.")
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- -INTERNATIONAL EQUITY PORTFOLIO
Investment Objective: To seek long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity securities of companies,
wherever organized, that in the judgment of "Counsellors" have their principal
business activities and interests outside the United States. The Portfolio
will ordinarily invest substantially all of its assets, but no less than 65% of
its total assets, in common stocks, warrants and securities convertible into or
exchangeable for common stocks. The Portfolio intends to invest principally in
the securities of financially strong companies with opportunities for growth
within growing international economies and markets through increased earning
power and improved utilization or recognition of assets.
- -SMALL COMPANY GROWTH PORTFOLIO
Investment Objective: To seek capital growth by investing in a portfolio of
equity securities of small-sized domestic companies. The Portfolio ordinarily
will invest at least 65% of its total assets in common stocks or warrants of
small-sized companies (i.e., companies having stock market capitalizations of
between $25 million and $1 billion at the time of purchase) that represent
attractive opportunities for capital growth. The Portfolio intends to invest
primarily in companies whose securities are traded on domestic stock exchanges
or in the over-the-counter market. The Portfolio's investments will be made
on the basis of their equity characteristics and securities ratings generally
will not be a factor in the selection process.
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