NATIONWIDE VARIABLE ACCOUNT II
N-30D, 1996-09-10
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                                                                  '96
- -----------------------------------------------------------------------

Nationwide(R) Variable Account - II
June 30, 1996

     THE BEST
       OF AMERICA(R)


                                                     SEMI-ANNUAL REPORT
- -----------------------------------------------------------------------

In cooperation with:
Dreyfus Corporation
Fidelity Investments
Nationwide Financial Services, Inc.
Neuberger & Berman Management Incorporated
Oppenheimer Management Corporation
Strong Funds
Twentieth Century Companies
Van Eck Associates Corporation                 [Nationwide logo]            
Van Kampen American Capital           Nationwide Life Insurance Company
Warburg Pincus Funds                        Home Office: Columbus, Ohio

APO-725-U (6/96)
                                                                               
                                                                               
                                                                               
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                              [Nationwide logo]

                      NATIONWIDE LIFE INSURANCE COMPANY
                  ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43215

                                 [photograph]
                                      
                             PRESIDENT'S MESSAGE

We are pleased to present the 1996 semi-annual report of the Nationwide
Variable Account-II.
        
Equity investments provided a respectable return for the first half of 1996
with the major market indices holding comfortably in double digits.
Fixed-income investments, however, did not perform as well with the average
bond fund showing slightly negative performance for the period. This was due to
rising interest rates and lingering inflation fears.
        
The U.S. economy showed signs of increasing strength during the first half of
the year. The question remains: will growth fall back to the perceived
inflation-free path by itself or will the Federal Reserve have to step in and
enforce moderation? Recent economic statistics, such as the July unemployment
report, point in the direction of some moderation. Also, fierce competition in
all consumer-goods markets make inflationary price increases very difficult.
One way or the other, we expect slower economic growth in the near future.
        
Financial assets will remain the preferred individual investment option because
they will continue providing security, liquidity, and income and growth.
        
We appreciate your confidence in the Nationwide Insurance Enterprise and in our
life and annuity products. You have our assurance that your personal
satisfaction with our products and service is our highest priority.
        


                             /s/ Joseph J. Gasper
                         ---------------------------
                         Joseph J. Gasper, President

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CONTENTS

<TABLE>
<S>                                                              <C>
HOW TO READ THE SEMI-ANNUAL REPORT ............................     4
     Explanation on how to read and understand
     the various financial reports


A FEW WORDS ABOUT OUR FUNDS ...................................     6
     Fund Objectives and Narratives
     written by the fund managers*


FUND PERFORMANCES .............................................    33


STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY...    38


STATEMENTS OF OPERATIONS AND CHANGES
IN CONTRACT OWNERS' EQUITY ....................................    40


NOTES TO FINANCIAL STATEMENTS .................................    41


SCHEDULES OF CHANGES IN UNIT VALUE ............................    50

<FN>

 * The discussions refer to two stock market indexes. The Standard & Poor's 500
   Index (S&P 500) is an unmanaged index of 500 U.S. common stocks and the
   historical performance assumes the reinvestment of dividends. The Morgan
   Stanley Capital International Europe, Australia, Far East (EAFE) index is an
   unmanaged index of more than 900 companies from these regions. The EAFE Index
   reflects the prices of these common stocks translated into U.S. dollars with
   dividends reinvested net of any foreign taxes. 

   The performance figures quoted by the fund managers do not include the
   annual mortality, expense and administration charges of the annuity
   contract. The Fund's portfolio is subject to change.
        
</TABLE>

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HOW TO READ THE SEMI-ANNUAL REPORT

This Semi-Annual Report is sent to all customers who own a Nationwide annuity
with all or some of the funds in the Nationwide Variable Account-II (the
Account). The Account is a separate account trust which offers investment
options in thirty-three mutual funds* from eleven mutual fund houses. An
explanation of the funds and their objectives can be found on pages 6 through
32.

The Semi-Annual Report has three major financial sections.

STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

This statement, beginning on page 38, lists all the funds in the Account, the
number of shares owned, the amount paid for the shares (i.e., cost) and their
market value on June 30, 1996. The funds are presented in alphabetical order by
investment company. The market value of the assets change as the underlying
mutual fund shares change in value. As contract owners make exchanges between
the funds, the number of shares in each fund increases and decreases. When money
is deposited (withdrawn) by contract owners, shares of the mutual funds are
bought (sold) by the Account. The total market value of the funds is equal to
the Total investments.

Accounts receivable, if applicable, is an asset of the Account for money market
fund shares added to the contract owners' accounts, but not yet added to Total
investments. Total investments plus Accounts receivable equals Total assets.

Accounts payable, if applicable, is a liability of the Account for money market
fund shares deducted from the contract owners' accounts, but not yet deducted
from Total investments.

Total assets minus Accounts payable equals Contract owners' equity. For a
summary of Contract owners' equity by fund series turn to page 44.

STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

These statements, found on page 40, show the activity in the Account for the
periods stated herein.

The Investment activity section shows the changes in unrealized gain (loss) of
the mutual funds in the Account, realized gain (loss) as shares of the funds are
bought (sold), and dividends and capital gains earnings from the underlying
mutual funds.

The Equity transactions section illustrates the purchase payments received by
the Account as new contracts are sold, existing contract owners deposit
additional funds, money is withdrawn, contracts are canceled and annuity
benefits are paid.

Expenses are the charges associated with the contract. Note 2 on page 42
outlines these charges.

Net change in contract owners' equity equals Investment activity plus Equity
transactions minus Expenses.

The Contract owners' equity at the beginning of the period plus the Net change
in contract owners' equity equals the Contract owners' equity at the end of the
period. Contract owners' equity at the end of the calendar year will equal the
Contract owners' equity at the beginning of the next year.





* The three American Variable Insurance Series funds are not available for new
  contracts.

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SCHEDULES OF CHANGES IN UNIT VALUE

As a contract owner, you invest in the mutual funds offered in your annuity
contract. However, you do not buy shares of the mutual fund. Instead, the
Account buys shares of the fund and you in turn purchase units of the Account.
Except for the units surrendered for the annual contract maintenance charge, the
number of units you own will not change unless you contribute to or withdraw
money from your account. The value of your contract can change based on the
value of the units you own. For example, if you purchase 100 units at $10 per
unit, the value of your contract is $1,000. If the value of the units increases
to $12 per unit, your contract value increases to $1,200. Therefore, to
determine the value of your account, multiply the number of units of each fund
you own by the fund's unit value.

The Schedules of Changes in Unit Value show you the unit value at the beginning
of the period and at the end of the period. The percentage increase (decrease)
in unit value shows how it changed in value. This is computed by subtracting the
beginning unit value from the ending unit value and dividing the difference by
the beginning unit value. This can be used as a measure of the performance of
the funds over the periods reported herein.

As you review the following pages of the Semi-Annual Report, the Notes to
Financial Statements, beginning on page 41, will also help explain and clarify
the various statements and schedules.


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A FEW WORDS ABOUT OUR FUNDS

[logo]

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

OBJECTIVE - To provide capital growth by investing in stocks that enhance the
quality of life in America.

NARRATIVE BY DREYFUS CORPORATION
We have been pleased with the performance of several of the Fund's sectors
during the past six months. Strong returns from the Consumer Cyclicals,
Technology and Financial Services sectors have been key drivers of the Fund's
performance. Sears and Consolidated Stores are two holdings in the Consumer
Cyclicals sector that have acted well, driven by investor belief that consumer
debt levels, although high, would not hamper spending. Other stocks in the
sector with strong performance include Nike, an athletic shoe and apparel
manufacturer, Jones New York, a woman's apparel maker and CUC International, a
consumer buying group membership company.

Continued strong demand for PCs, computer networking systems and software has
helped the performance of the Fund's technology sector. Winners in this area
include BMC Software, a maker of business software, Computer Associates, in the
network software business, Hewlett-Packard, a PC and peripherals manufacturer
and the software giant Microsoft.

Financial Services stocks were also decent performers for most of the last six
months, supported by speculation that a better interest rate environment was
approaching. Citicorp, Bank America and Green Tree Financial all performed well
in this sector.

We have also increased the Fund's exposure to small-capitalization stocks. While
it is uncertain that small-cap names will continue to outperform the market as
they have recently, we will continue to look for opportunities in this area,
while maintaining a solid position in larger-capitalization companies, some of
which are mentioned above.

In terms of the Fund's social investment criteria, we feel that the present
holdings are well within the objectives of the Fund's special considerations. We
were particularly pleased that two of the Fund's holdings, Hewlett-Packard and
the Federal National Mortgage Association, America's largest mortgage guarantor,
were among the recipients of the Council on Economic Priorities' prestigious
America's Corporate Conscience Award for 1996. The Fund is continually engaged
in a process of identifying companies that meet the Fund's goal of enhancing the
quality of life in America along with adhering to traditional financial
standards.

Going forward, we expect the market to undergo a 5-10% correction from its
current levels. At the same time, we see a continuation of modest economic
growth during the medium term. Given these expectations, the Federal Reserve is
likely, in our opinion, to keep interest rates at a level favorable to the
markets. At some point over the coming twelve months, we do expect some economic
weakness, leading to falling Fed rates and an increasingly positive market
environment, though we will most likely see some bumps along the way as economic
data and market sector corrections come along. At this point we do, however,
express cautious optimism for the future, and we have positioned the Fund
accordingly.


DREYFUS STOCK INDEX FUND++

OBJECTIVE - To provide investment results that correspond to the price and yield
performance of the S&P 500.+

NARRATIVE BY DREYFUS CORPORATION
The objective of the Stock Index Fund is to provide investment results that
correspond to the price and yield performance of publicly traded common stocks
in the aggregate, as represented by the Standard & Poor's 500 Composite Price
Index, better known as the S&P 500.





  +"Standard &Poor's 500", "S&P 500(R)" are trademarks of the Standard & Poor's
    Corporation and have been licensed for use. The fund is not sponsored,
    endorsed, sold or promoted by Standard & Poor's Corporation.

 ++ Formerly the Dreyfus Life and Annuity Index Fund.

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DREYFUS STOCK INDEX FUND (CONT'D)

The manager generally selects stocks for the Fund's portfolio in the order of
their weightings in the S&P 500, beginning with the heaviest weighted stocks.
With respect to the Fund's assets invested in the stocks in the S&P 500, the
percentage of such assets invested in each stock is approximately the same as
the percentage it represents in the S&P 500.

The Fund will attempt to achieve a correlation between the performance of its
portfolio and that of the S&P 500 of at least 0.95, without taking into account
expenses. The Fund's ability to correlate its performance with the S&P 500 may
be affected by, among other things, changes in securities markets, the manner in
which the S&P 500 is calculated by Standard & Poor's Corporation, the timing of
purchases and redemptions, the size of the Fund's portfolio, and the size of
cash flow into and out of the Fund. There can be no assurance that the Fund's
investment objective will be achieved and an investment in the Fund involves
risks similar to those of investing in common stocks.

[logo]  FIDELITY
        INVESTMENTS(R)

VARIABLE INSURANCE PRODUCTS FUND

EQUITY-INCOME PORTFOLIO

OBJECTIVE - To seek reasonable income by investing primarily in income-producing
equity securities.

AN INTERVIEW WITH ANDY OFFIT, PORTFOLIO MANAGER

Q. HOW DID THE FUND PERFORM, ANDY?

A. It's been disappointing. The fund trailed its benchmark index, The Standard
& Poor's 500 Index, which returned 10.10% for the six-month and 26.00% for the
12-month periods.

Q. WHY DID THE FUND LAG ITS BENCHMARK DURING THE PAST SIX MONTHS?

A. Simply put, the fund didn't own some of the stocks in the S&P that have
performed well during the past couple of months. That's been disappointing to
me because since I started managing the fund in March I've worked hard to
implement some investment strategies that I think will benefit the fund in the
long run. The fund was also hurt by a large investment in Philip Morris that
lost value during the period.

Q. CAN YOU EXPLAIN WHAT CHANGES YOU'VE MADE TO THE FUND SINCE YOU TOOK OVER?

A. Yes. But before I describe what's changed, I'd like to explain what stayed
the same. The fund continued to invest mainly in U.S. stocks - mostly large-cap,
growth stocks. I also began to make selective investments in mid-cap growth
stocks of companies with between $2 billion and $6 billion in market
capitalization. As for the income portion, the fund no longer owns bonds.
Instead, I've begun to accumulate a position in convertible bond securities.

Q. WHY DO YOU FIND CONVERTIBLE BONDS ATTRACTIVE?

A. First of all, I managed a convertible bond fund for three years and am very
familiar with and comfortable with convertible bonds. I believe that convertible
bonds have the potential to add value to the fund on the upside while minimizing
risk. Secondly, the fund's prospectus says that the fund should seek a yield
higher than the S&P 500, and I think that strategic investments in convertible
bonds can add a lot of yield to the fund. I also think that convertible bonds
can lower the fund's volatility since they don't necessarily move in sync with
the market. At the end of the period the fund had a 13% position in convertible
bonds.

Q. WHAT ABOUT THE FUND'S HOLDINGS IN MID-CAP STOCKS . . .

A. Although investments in mid-cap stocks is a strategy that I'm enthusiastic
about, I don't expect to make it a very large percentage of the fund's
investments. That said, I think the fund can benefit from prudent investments in
medium-sized companies that have a lot of room to grow and I think it's an area
of the market with a lot of potential. Mid-cap stocks can be more risky than
large-cap stocks, but sometimes the reward can make the risk worthwhile. At the
end of the period, the portion of the fund's investments in mid-cap stocks was
less than three percent.

Q. WHAT OTHER CHANGES HAVE YOU MADE TO THE FUND'S STRATEGY?

A. I reduced the concentration in the fund's top holdings. At the end of the
last period, the fund had 24% of its investments in the top 10 stocks. By June
30, 1996, that number was reduced to about 17%. I wanted to distribute the
fund's holdings a bit more evenly in


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EQUITY-INCOME PORTFOLIO (CONT'D)

order to help reduce volatility; I'm not eager to have 5% or 6% of the fund's
assets invested in any one stock.

Q. WHERE DID YOU FIND INVESTMENT OPPORTUNITIES DURING THE PERIOD?

A. Nearly four percent of the fund's investments are in casinos. I find gaming
and casinos an attractive place to invest because the industry continues to be
very strong despite increasing competition. Las Vegas is the top vacation
destination in the United States - beating out Disneyland and Disney World.
Families are starting to vacation in Las Vegas because of good weather,
affordable prices and the allure of the hotels - which are tourist attractions
in themselves. I think the fund's holdings in Mirage, Circus Circus and Hilton
could benefit from this trend.

Q. WHAT'S BEEN MOST DISAPPOINTING DURING THE PAST SIX MONTHS?

A. That the fund hasn't performed better. I can't point toward one investment
that really hurt performance, I simply owned too many stocks that didn't go up
as much as the market, and too few stocks that did.

Q. WHAT'S YOUR OUTLOOK GOING FORWARD, ANDY?

A. My overall outlook is positive. I'm very comfortable with the changes I've
made to the fund's investment strategy. Though the fund's performance was
disappointing during the past six months, I'm pleased with its growth stock and
convertible bond holdings and am looking forward to continuing with this
strategy during the next six months.


GROWTH PORTFOLIO

OBJECTIVE - Seeks to achieve capital appreciation.

AN INTERVIEW WITH LAWRENCE GREENBERG,
PORTFOLIO MANAGER

Q. HOW DID THE FUND PERFORM, LARRY?

A. For the six months ended May 31, 1996, the fund slightly edged out the
Standard & Poor's 500 return of 10.10%. Unfortunately, for the same time frame,
the fund underperformed its peers.

Q. WHY DO YOU THINK THE FUND UNDERPERFORMED ITS PEERS OVER THE PAST SIX MONTHS?

A. The fund's position in semiconductor stocks hurt its performance in the
fourth quarter of 1995. Semiconductor company stocks fell as it became apparent
that a worldwide supply glut would reduce prices and therefore lower profit
margins and curb expansion. Unfortunately, I was not able to reduce the fund's
position in these stocks quick enough to avoid some losses.

Q. YOU ALSO CONTINUED TO REDUCE THE FUND'S TECHNOLOGY POSITION. SHOULD ONE TAKE
THIS AS AN INDICATION THAT YOU HAD A NEGATIVE VIEW ON THE TECHNOLOGY SECTOR?

A. Absolutely not. During the period I cut back on technology stocks because I
thought some companies fundamentals did not justify their stock prices.
Remember, there are always going to be ups and downs in the various areas that
make up the technology sector. However, on a long-term basis, I believe
technology is where an investor is going to find the best growth opportunities,
and I intend to continue to make it a major focus of the fund. In fact, many
technology stocks have come back from the correction in the fourth quarter.

Q. SO WHAT WERE THE GROWTH AREAS DURING THE PERIOD?

A. The major growth areas I found revolved around improvement of communications.
This involved the computer networking equipment industry, modem manufacturers
and database vendors. These industries are active in structuring data so that it
can be communicated across corporate networks. Some examples from the fund's
holdings include Cisco Systems in networking, U.S. Robotics in modems, and
Oracle and Peoplesoft in database.

Q. AS YOU REDUCED YOUR TECHNOLOGY POSITION, IT APPEARS YOU REALLOCATED SOME OF
THE FUND'S ASSETS TO THE HEALTH AND MEDIA/LEISURE SECTORS. WHY?

A. I reinvested these assets in companies within these sectors that offered good
growth potential, solid fundamentals and attractive valuations. Some examples
included biopharmaceutical firm Biogen and HPS - which owns hotels such as Days
Inn and Ramada, and real estate group Century 21, which recently announced it
intends to acquire rental-car chain Avis.



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GROWTH PORTFOLIO (CONT'D)

Q. IN YOUR LAST REPORT, YOU DISCUSSED THE MERITS OF SPECIALTY RETAIL STOCKS.
WHAT'S HAPPENED IN THAT AREA?

A. Many of them have done well. I prefer to own specialty retailers that are
considered to be "category killers" - companies that dominate their market
segment no matter what is happening in the overall retail market or the economy.
Some examples of these included PETsMART and Sunglass Hut International. The
difference from six months ago, however, is that the general retail environment
has recently shown some strength. Therefore, I added some stocks that benefited
from the improving retail environment.

Q. WITH THE STOCK MARKET SURPASSING HISTORICALLY HIGH PRICE LEVELS, WHAT
ADJUSTMENTS HAVE YOU MADE TO THE FUND?

A. I've attempted to spread out the fund's holdings more than in the recent
past. When market valuations get to such high levels, it's often not a good idea
to be counting on the performance of one sector or industry. This strategy gives
the potential of lowering the fund's volatility in a market downturn, while
still remaining fully invested.

Q. WHAT'S YOUR OUTLOOK?

A. There is no question that the market has gone a long time without a
meaningful correction and many stocks are approaching fair value. If interest
rates continue to climb - or cash flows into mutual funds begin to slow - I
believe a healthy correction at some point is likely. I use the word "healthy"
because corrections give me an opportunity to reposition the fund back into the
companies that I like the most at more attractive valuations. Those people that
believe a correction is imminent, however, may be surprised as the market has
been up in the May through November time frame in 21 of the last 23 election
years.


HIGH INCOME PORTFOLIO

OBJECTIVE - Seeks to obtain a high level of current income by investing
primarily in high risk, lower-rated, high-yielding, fixed income securities,
while also considering growth of capital.

AN INTERVIEW WITH BARRY COFFMAN,
PORTFOLIO MANAGER

Q. BARRY, HOW DID THE FUND PERFORM?

A. It did quite well compared to its peers, and significantly outperformed its
benchmark. The Merrill Lynch High Yield master Index had a total return of 2.85%
for the six months ended June 30, 1996, and 9.37% for the 12-month period.

Q. WHAT CONTRIBUTED TO THE FUND'S PERFORMANCE?

A. Well, a primary difference between the fund and its index is that the index
tends to have a much higher weighting of BB-rated bonds than the fund, which is
more concentrated in B-rated issues. That makes the index generally more
sensitive to changes in interest rates, while the fund responds more to changes
in credit spreads. Simply put, when the credit status of companies in the
high-yield market is improving, the fund tends to outperform the index, and
that's what we saw over the period.

Q. HOW DID INTEREST RATES FACTOR INTO THIS EQUATION?

A. They went hand-in-hand with the credit story. As the economy's strength
exceeded most people's expectations, the Federal Reserve tried to moderate
growth by raising interest rates. Within the high-yield market, the higher-rated
securities that dominate the index and are most sensitive to rate changes
performed poorly. Meanwhile, the rise in rates had less of a negative impact on
the fund, and the economy's strength improved credit conditions and helped
generate good performance for the fund.

Q. WHAT WAS BEHIND THE FUND'S INCREASE IN MEDIA AND TELECOMMUNICATIONS
SECURITIES?

A. First of all, coming into the period, the fund already had significant
investments in those sectors. That's because I had seen opportunities in
emerging areas such as satellite and paging companies, as well as other
broadcast-related securities. These areas had been dominating the new issuance
market, and investors were receptive to the high coupon rates offered by many of
these companies. Several of the fund's large holdings in these kinds of
companies - for example, PanAmSat, the fund's largest holding at the end of the
period - as well as Echostar, a company that offers a satellite/cable service,
were strong contributors to performance during the period. They benefited from
the market's perception that they had good growth prospects regardless of the
economy's strength.

Q. IN THE LAST REPORT, YOU MENTIONED THAT YOU HAD BEEN ADDING SOME SMALLER, LESS
VISIBLE COMPANIES TO THE PORTFOLIO. HOW DID THOSE INVESTMENTS WORK OUT?



                                        9
<PAGE>   10

HIGH INCOME PORTFOLIO (CONT'D)

A. Many of them also were solid contributors to performance during the period.
The fund benefited from investing in securities which I was able to purchase on
what I viewed as very favorable terms. Harcor Energy is an excellent example. We
bought a sizable number of its bonds and received warrants for equity in the
company as well. Harcor subsequently announced a secondary stock offering,
boosting its stock price and creating significant value for the warrants the
fund had received. In the specialty retail area, the fund also was helped by
some regional retailers such as Stage Apparel and Mother's Work, a maternity
cloths company I've discussed before and which continued to perform well over
the period.

Q. STILL, THERE MUST HAVE BEEN SOME DISAPPOINTMENTS . . .

A. Right, but nothing that negatively impacted the fund very much. Somewhat
ironically, one of the higher quality positions in the fund, Viacom, was one of
the poorer performers. After acquiring Paramount and Blockbuster, Viacom planned
to sell some cable systems, which I thought would result in a credit upgrade.
But a combination of regulatory delays and weakness in the Treasury market - the
bonds are not priced in terms of dollars, they instead trade on a spread basis
relative to the price of Treasuries - hurt the securities.

Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SEVERAL MONTHS?

A. I'd say that I'm a bit more cautious now than I was a few months ago. In the
high-yield market, you need to be especially alert to any weakness in the
economy. Given its recent continued strength, economic softening is not only
inevitable, but probably closer today than it was six months ago. Still, I'll
continue to look for companies that I think can prosper independent of the
economy and, within those companies, I'll invest in whichever aspect of their
capital structure looks most promising.


OVERSEAS PORTFOLIO

OBJECTIVE - To seek long term growth of capital primarily through investments in
foreign securities.

AN INTERVIEW WITH RICHARD MACE, PORTFOLIO MANAGER

Q. HOW HAS THE FUND PERFORMED, RICK?

A. For the six months ended June 30, 1996, the fund outperformed the Morgan
Stanley Capital International EAFE Index which tracks the performance of stocks
in Europe, Australia and the Far East. The index had a total return of 4.52% for
the six-month period.

Q. IN YOUR OPINION, WHY DID THE FUND OUTPERFORM ITS BENCHMARK?

A. In my opinion, good individual stock selection was important to the fund's
performance. Because I use a bottom-up, stock-by-stock approach to investing, I
believe stock selection plays a greater role in fund performance than country or
sector investing.

Q. JAPAN CONTINUES TO BE ONE OF THE MAJOR WEIGHTINGS OF THE FUND . . .

A. The fund's Japanese position is somewhat below the Japanese weighting of the
EAFE index, but much larger than many international funds. What made Japanese
equities so attractive was the weak yen, low interest rates, a recovering
economy and a great variety of undervalued stocks. These characteristics
benefited broadly based export companies such as Sony and Omron, retailers such
as Ito-Yokado and auto companies such as Toyota and Honda.

Q. SPECIFICALLY, WHAT IS THE ADVANTAGE OF A WEAK YEN?

A. It improves the competitiveness of Japanese companies by reducing the prices
of Japanese exports measured in foreign currencies. Additionally, reported
profits are favorably impacted by the translation of overseas earnings back into
yen. For example, when you consider a company like Canon, a 1% weakening in the
yen helps their earnings by almost 5%.

Q. TURNING TO EUROPE, WHAT'S BEEN THE STORY THERE?

A. The new investments in Europe have come mainly in French stocks and, to a
lesser extent, the United Kingdom and Germany. I believe that the aggressive
cost cutting of many European companies, the cheapness of European stocks and
the potential for a more robust European economy have provided outstanding
investment opportunities. Investors may remember the spectacular performance of
the stocks of U.S. companies in the early 1990s. This performance was driven by
cost cutting, increased corporate earnings and a strong economy. Of course,
there can be no guarantee this scenario will occur in Europe.



                                       10
<PAGE>   11

OVERSEAS PORTFOLIO (CONT'D)

Q. CAN YOU GIVE EXAMPLES OF SOME COMPANIES YOU'VE LIKE IN EUROPE?

A. Sure. Veba, a German conglomerate; Pechiney, a French aluminum company;
Alcatel Alsthom Compagnie Generale d'Electricite, a French telecom company; and
Volvo, a Swedish car and truck manufacturer; all exemplify my reasons for
raising the fund's European position.

Q. WOULD YOU SAY THAT ONE OF THE FUND'S MAJOR THEMES WAS AN EMPHASIS ON
ECONOMICALLY SENSITIVE COMPANIES?

A. Definitely. Companies whose performance is influenced by the economic cycle
were very inexpensive and could benefit from any potential economic recovery in
the world's developed markets. Some companies that highlight this theme include
Veba, Pechiney, Alcatel, Honda, Scania (a Swedish truck maker) and Michelin.

Q. WERE THERE ANY DISAPPOINTMENTS?

A. Unfortunately, Deutsche Bank has not exhibited the ability to cut costs that
I had hoped it would. The stock remains at very inexpensive levels, and I am
hopeful that the bank's continued cost-cutting efforts will produce more
meaningful results.

Q. SINCE THIS IS YOUR FIRST REPORT AS MANAGER OF THE FUND, WOULD YOU MIND
SUMMARIZING YOUR INVESTMENT STYLE?

A. Sure. When I look at a stock, I attempt to establish its worth as a means of
determining what return I can expect and as a way of comparing potential rewards
and potential risks. I try to minimize surprises by thoroughly understanding
what the downside possibilities are for each stock I own. I attempt to select
stocks that I believe have two or three times as much upside potential as
downside risk. I also focus on a company's cash flow and balance sheet. I've
found that while accounting conventions vary dramatically from country to
country, the items that are most comparable are cash flow and balance sheets.


VARIABLE INSURANCE PRODUCTS FUND II

ASSET MANAGER PORTFOLIO

OBJECTIVE - To seek high total return with reduced risk over the long-term by
allocating its assets among stocks, bonds and short-term fixed income
securities.

AN INTERVIEW WITH DICK HABERMANN, PORTFOLIO MANAGER

Q. HOW DID THE FUND PERFORM, DICK?

A. The fund performed reasonably well in the first half of 1996. In an
environment that produced mixed returns for stocks and bonds, Asset Manager
performed roughly in line with other flexible portfolios. Looking back over the
period, the fund held its own during a time when the portfolio underwent some
restructuring as a result of the management change.

Q. HOW WERE THE FUND'S ASSETS DISTRIBUTED AT THE END OF THE PERIOD?

A. Around 55% in equities, 33% bonds and 12% cash equivalents. During the past
six months, the overall asset mix did not change substantially, but the
securities within the asset classes did undergo some significant change.

Q. COULD YOU DETAIL WHAT SOME OF THOSE CHANGES WERE?

A. Sure. Within equities, we sold a substantial amount of the fund's foreign
holdings, especially in Japan. Despite underperformance of the Japanese market
compared to the U.S., our individual holdings in many Japanese stocks had
actually done fairly well, so we took some profits and re-directed those assets
into domestic equities. On the fixed-income side, our holdings had been focused
in the middle of the yield curve, in securities with maturities between five and
15 years. We allocated more assets into the high-yield, longer maturity end of
the market, and re-structured the fixed-income portion of the portfolio to more
closely reflect the composition of the Lehman Brothers Aggregate Bond Index. The
result was an increase of corporate bonds and mortgage securities and a
reduction of the fund's U.S. Treasury holdings.



                                       11
<PAGE>   12

ASSET MANAGER PORTFOLIO (CONT'D)

Q. LET'S TURN TO THE MANAGEMENT CHANGE. WHAT WAS THE THINKING BEHIND THIS TEAM
APPROACH?

A. We think this approach makes more sense than relying on a single person,
given that the fund invests in so many different kinds of securities and is
involved in so many segments of the market. Fidelity has traditionally taken
what's known as a bottom-up approach with most of its funds, emphasizing
research and individual security selection. Our hope is that by dividing the
responsibility for different parts of the fund among sub-portfolio managers with
established expertise in those areas, we can better leverage our strength as a
fund management organization.

Q. WILL THE FUND'S INVESTMENT STRATEGY CHANGE?

A. No. As always, the fund will seek competitive long-term results by investing
in a broad mix of stocks and bonds. In the past, the fund has never tried to
time the market by making sudden shifts in the asset mix, nor will it try to do
so in the future. In short, the fund's basic asset allocation structure will not
change. The shift at the top should be seen as an attempt to better fulfill the
fund's original investment objective, not take the fund in a different
direction.

Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SEVERAL MONTHS?

A. I'm guardedly optimistic. I think that the economy has shown that it's pretty
resilient so far this year. Still, there are signs that various businesses may
be slowing down, which could mean that we may see some earnings disappointments.
One other note of caution is that stimulus packages in other countries have
helped boost some foreign economies. With a group of economies growing in sync,
that could imply a degree of inflation risk, which bears watching. I do feel
that there is still room for company managements to add value by rationalizing
their businesses and continuing to cut costs. Those efforts may not have the
impact they did over the past year or two, but they can still be meaningful.
That's why individual security selection will continue to be crucial, and I take
comfort in having George Vanderheiden and Michael Gray, two of the best in the
business, on the team. In the next report, each of them will provide their views
on their respective parts of the portfolio.


CONTRAFUND PORTFOLIO

OBJECTIVE - Seeks to achieve capital appreciation.

AN INTERVIEW WITH WILL DANOFF, PORTFOLIO MANAGER

Q. HOW DID THE FUND PERFORM, WILL?

A. The fund slightly underperformed the Standard & Poor's 500 Index, which
returned 10.10% for the six-month period ended June 30, 1996.

Q. WHAT'S YOUR EVALUATION OF THE FUND'S PERFORMANCE?

A. The fund's net asset value rose for the first six months of 1996, in line
with its peers. The fund achieved this performance despite it taking, in my
opinion, much less risk than the average growth fund. While it is difficult to
quantify lower risk in a fund, one measure is the fund's price to earnings (P/E)
ratio - or the price the fund is paying for one dollar of earnings. Contrafund's
average P/E ratio was 20.8 times at the end of the period, lower than the
average growth fund 26.6 P/E ratio. Additionally, the fund carried a higher than
average cash percentage during the period. Contrafund had between 13% and 15% of
total assets in cash for the entire period, much more than the 7.8% cash
position for the average growth fund. Thus, with the market up 10% for the
period, the fund's cash position hurt its performance by approximately one
percentage point.

Q. WHY DID THE FUND HOLD A LARGE CASH POSITION?

A. While in the short term it would have been better for the fund to have stayed
fully invested in stocks, the fund held its relatively high cash position
because the market was paying incredibly (and irrationally) high prices for most
growth companies - particularly small and rapidly growing companies. While small
growth companies produced some of the best returns in the market so far this
year, many of these companies are trading at P/E ratios of more than 60 - which
is more than three times as much as the average stock in the Contrafund. I was
simply unwilling to chase these stocks in order to produce better than average
returns for one six-month period. If interest rates increase, or this year's
historically huge cash flows into mutual funds slow, or earnings growth
diminishes, these very expensive stocks could fall precipitously.

Q. WHICH SECTORS HELPED THE FUND DURING THE PERIOD? WHICH ONES HURT IT?

A. The energy and energy-service sector contributed nicely to the fund's
performance during the first half of the year despite suffering a mild (and
healthy) correction in the second quarter. The energy and energy-service sector
rose about 15% in the first six months


                                       12
<PAGE>   13

CONTRAFUND PORTFOLIO (CONT'D)

of the year, handily beating all of the market averages and generating the best
returns of all sectors with the exception of the volatile precious metals group.
One dampening influence on the fund during the period other than the high cash
position, was its underweighting of the consumer products sector. While the fund
was adequately represented in the retailing sector - which rebounded sharply
after a disastrous 1995 - it missed the moves in the consumer nondurables, which
includes tobacco, soft drink and personal care multinationals. Unfortunately, I
underestimated the excellent overseas unit growth of these companies.

Q. WOULD YOU SAY UNDERWEIGHTING TECHNOLOGY STOCKS ENHANCED OR DIMINISHED THE
FUND'S RETURN?

A. It's hard to generalize about the performance of technology stocks over the
past six months. While several groups within technology - such as semiconductors
- - performed as poorly as I expected, other groups performed extremely well. For
example, networking companies - which sell equipment to enable different
computers to communicate with one another experienced superb demand propelled by
the surging use of the Internet as well as strong corporate demand to upgrade
their computer networks. The fund remains underweighted in technology because
the valuations of these stocks are unequivocally too high to make even the
companies with the brightest fundamental outlook appear attractive.

Q. DID YOU FEEL AS OPTIMISTIC ABOUT THE ENERGY SECTOR AS YOU DID AT THE
BEGINNING OF THE YEAR?

A. Yes, I still believe that the energy sector is one of the most attractive
segments of the stock market. As I outlined in a letter to shareholders last
year, new technological breakthroughs such as three dimensional seismic analysis
and horizontal drilling techniques now enable exploration companies to find and
extract oil much more economically than in the past. Thus, these energy
companies are more profitable and can grow faster even if the price of oil and
natural gas stays at current levels.


[logo]  NATIONWIDE
        FINANCIAL SERVICES, INC.
        Nationwide is on your side

NATIONWIDE(R) SEPARATE ACCOUNT TRUST

CAPITAL APPRECIATION FUND

OBJECTIVE - To obtain long-term growth.

NARRATIVE BY CHARLES BATH, FUND MANAGER
The Capital Appreciation Fund benefited from the strong performance of the
pharmaceutical sector. The drug stocks now comprise the largest industry
weighting in the Capital Appreciation Fund. These companies are financially
strong world-dominant franchises. These are the type of investments I would
continue to expect will dominate the portfolio. Currently one of the largest
weightings is in Allergan, a small opthalmic drug company. Allergan is dominate
in its niche and has an important new drug which should accelerate its growth.
This growth potential combined with a reasonable valuation makes Allergan an
attractive investment.

Another large investment in the Capital Appreciation Fund is Horace Mann. This
is a unique insurance company which dominates the personal lines insurance
market for educators. Horace Mann has remained very profitable by focusing on
one narrow market niche and dominating that market. Despite its attractive
financial characteristics Horace Mann sells at a discount to the market and to
its insurance industry peers. I anticipate this will be a good long-term
investment with the opportunity for both attractive earnings growth and an
upward revaluation of the earnings multiple.


GOVERNMENT BOND FUND

OBJECTIVE - To provide as high a level of income as is consistent with the
preservation of capital.

NARRATIVE BY WAYNE FRISBEE, FUND MANAGER
During the past six months long-term and intermediate-term interest rates have
increased by approximately 100 basis points. The yield curve steepened as
short-term rates were up less than long-term rates. The price of the Government
Bond Fund moved lower reflecting the move in the broad bond market.

Inflation and expectations for future inflation always drive the bond market in
the long run, with the value of fixed coupons being eroded by higher levels of
infla-


                                       13
<PAGE>   14
      
GOVERNMENT BOND FUND (CONT'D)

tion. Currently, higher interest rates are generally being blamed on fears of a
stronger economy and thus higher inflation rates in the future. Actual reported
numbers however have continued to show stable or even declining inflation rates
in recent months.

Lower bond prices with the recent move to higher interest rates and a stable
inflation environment creates additional value in the fixed-income markets. The
portfolio manager has used this opportunity to increase market exposure
slightly, investing cash at higher rates as the market declined, thus allowing
shareholders to benefit from future decreases in interest rates.

The Government Bond Fund continues to be invested in sectors of the U.S.
Treasury, government agency, and mortgage-backed markets perceived to be
undervalued. Approximately one-third of portfolio assets are invested in the
Collateralized Mortgage Obligation (CMO) market. The yield on these
conservatively structured investments continues to make them attractive
portfolio holdings.


MONEY MARKET FUND

OBJECTIVE - To seek as high a level of current income as is considered
consistent with the preservation of capital and liquidity by investing primarily
in money market instruments.

NARRATIVE BY KAREN MADER, FUND MANAGER
In January 1996 the Federal Reserve lowered the fed funds rate to 5.25% from
5.50% due to the perception that the economy was continuing a slow growth
pattern with low inflation. This represented the third cut in the fed funds rate
since July 1995. Since January, economic indicators have signaled a growing
economy with low unemployment. The next two FOMC meetings will be held in July
and August. At this time the Federal Reserve will decide the direction of
interest rates based on their perceptions of economic growth and inflation.

The Fund continues to invest in only the highest rated money market securities.
An internal credit review is completed on every company that the Fund invests
in.


SMALL COMPANY FUND

OBJECTIVE - To seek long-term growth of capital by investing in equity
securities of small-capitalization companies.

NARRATIVE BY NATIONWIDE FINANCIAL SERVICES, INC.
The first half of 1996 saw an unprecedented inflow of funds into stock mutual
funds. The $138.5 billion net inflow in the six months exceeded the total for
any previous full year. The Small Company Fund shared in this increase, as
assets rose to $82.4 million as of June 30, 1996.

The strong cash inflows helped drive the stock market, including the small
company segment, to record levels. The Russell 2000 Index, which serves as the
benchmark for the Small Company Fund, advanced 10.5% during the period,
including dividends. Another factor impacting small company returns was a brisk
initial public offering (IPO) market during the first half.

The Fund outperformed its benchmark during the first six months of 1996. Among
the contributing factors were gains on stocks in the oil services and temporary
personnel sectors. Oil services companies benefited from the surprisingly
durable increase in the price of oil, as well as from fundamental industry
factors. Temporary employment firms saw a high level of activity as U.S.
employment levels rose much faster than expected.

As of June 30, 1996, the Fund had 73.7% of net assets invested in domestic
stocks, 19.0% in international stocks, and 7.3% in cash and short-term
securities. The market sectors most heavily weighted among Fund investments were
Healthcare, Commercial Services and Financial Services.


TOTAL RETURN FUND

OBJECTIVE - To obtain a reasonable long-term total return (i.e., earnings growth
plus potential dividend yield) on invested capital from a flexible combination
of current return and capital gains through investments in common stocks,
convertible issues, money market instruments and bonds with a primary emphasis
on common stocks.



                                       14
<PAGE>   15

TOTAL RETURN FUND (CONT'D)

NARRATIVE BY JOHN M. SCHAFFNER, FUND MANAGER
In the first half of 1996, the Total Return Fund's performance was positively
impacted by its holdings in technology stocks, as well as strength in the
financial sector, particularly brokerage stocks. The Fund's holdings in
consumer-related issues, particularly food and drug stocks, have not kept up
with gains in the overall markets, hindering performance.

The Fund continued to shift its emphasis in the financial sector away from banks
towards insurance companies, selling First-Chicago NBD Corp. and adding holdings
in Chubb, Equitable Companies, and Allstate Corp. Telecommunications holdings
were also boosted, with additions to MCI and 360 Communications, both companies
with strong franchises and solid long term growth prospects.

Part of the Total Return Fund's investment strategy has been to look for
reasonable yields coupled with rising dividend streams in most of the stocks it
buys. However, many companies are now focused on share repurchase programs in
lieu of dividend increases. This, in addition to the strength in the market, has
resulted in both lower "reasonable" yields (at least on an absolute basis), and
a less certain outlook for rising dividends. As a result, the Fund has sold some
stocks, such as Hanson PLC, Lubrizol Corp., and Sonat, which have fairly high
yields, but unclear growth potential. The Fund has also bought some stocks with
fairly low yields, but strong growth potential. These purchases have included,
besides MCI and 360 Communications, Monsanto, Comcast Corp., and Seagram
Company.

The Fund is not abandoning its strategy of seeking reasonable and growing
yields. Indeed, the majority of the Fund's current holdings fit that
description. However, in the long run, reasonable and growing income depends on
the quality of the business generating it. Currently, many of the strongest and
best-positioned companies, as well as some of the most undervalued stocks, do
not follow dividend policies that strictly fit the "reasonable and growing"
description. To the extent that better quality and more undervalued
opportunities continue to exist somewhat outside of that description, the Fund
will continue to pursue them.

                              Neuberger & Berman
                             Management Inc.(SM)

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

GROWTH PORTFOLIO

OBJECTIVE - The Portfolio seeks capital growth through investments in common
stocks of companies that the investment adviser believes will have above average
potential for long-term capital appreciation.

NARRATIVE BY MARK GOLDSTEIN, PORTFOLIO MANAGER
During the Semi-Annual Report period between January 1, 1996 and June 30, 1996
our best-performing sectors were financial services, restaurants, and selected
consumer/retail stocks. One of our best performers was CKE Restaurants, which
enjoyed strong earnings growth due to robust sales of several new menu items.
Other strong performers in the restaurant sector were Cheesecake Factory, Home
Town Buffet, and Sonic Corporation. The common theme of our restaurant
investments was the very high quality food/service consumers felt they received
for a reasonable price.

The financial sector provided many good performers, in spite of rising interest
rates. Bear Stearns and Morgan Stanley Group benefited from strong securities
markets, and an increase in business, which included a high level of merger
transactions. FirstUSA and Capital One Financial enjoyed very strong earnings
growth, as receivables continued to grow and costs were moderated.

Within the consumer/retail sector, Nine West and Viking Office Products were
superior performers. Nine West has consolidated its position as the dominant
factor in the shoe market with its recent acquisition of U.S. Shoe. Viking
Office Products is the leading company in the mail order office supply business.
Its growth accelerated as it expanded its operations into Europe.

Two lagging sectors were health care and technology. The HMO (health maintenance
organization) industry was our major concentration in health care. After
rebounding 50% from mid-year 1995 lows into February 1996, the group fell from
25%-35% off its 1996 price levels through June due to concerns


                                       15
<PAGE>   16

GROWTH PORTFOLIO (CONT'D)

regarding increased medical costs and pricing competition. First quarter
earnings were slightly below expectations for most companies. We believe that
pricing is improving and that medical cost increases can be contained. HMO
member growth continues at a 15%-18% rate, and our HMO companies were growing at
a 20%-25% annual rate, over the first half of 1996. Through July, those same
companies were still selling at only 13 to 14 times their estimated 1997
earnings. This is a very compelling valuation in our opinion.

The technology sector rebounded from its January 1996 lows into April but
retested those earlier low prices toward the end of the Semi-Annual Report
period as memory pricing continued to weaken. End-user demand for many
subsectors of the broad technology industry remains robust as lower prices
stimulate demand. Valuation is very compelling relative to growth in this
sector. Based on this assumption, we added to some of our positions in
semiconductor equipment and client server software companies.

Another addition to the portfolio, pharmaceuticals manufacturer Warner-Lambert,
has been plagued by a scarcity of new products over the last few years. This
could change next year with the launches of Atorvastatin, a new
cholesterol-lowering agent, and Troglitzone, a new diabetes treatment. In
addition to bringing sales momentum to Warner-Lambert's product line, we look
for these drugs to add significant profit margins to the company. Furthermore,
in this consolidating industry, we feel that Warner-Lambert is an attractive
acquisition candidate.

On the sell side, we made a number of changes to the portfolio over the
Semi-Annual Report period. Both Life Partners Group and U.S. Healthcare were
sold only after they reached prices that we felt fully reflected the upside in
both stocks. We sold Mannesmann AG after it became evident that the company was
not inclined to recognize the value in the cellular part of its business, that
we believed was attractive; the industrial operations that made up the rest of
the company were not growing businesses. We also sold our position in Time
Warner. We felt the company had not acted on management's promises to
shareholders to reduce debt and focus the company on the more attractive
programming side of the business. We felt that other companies in the cable
business, such as Comcast, which we still owned at the end of June, were more
committed to recognizing the value of their assets that were not reflected in
the market.

Furthermore, we have built up positions in the United Kingdom cable market with
stocks such as Comcast UK. These companies are introducing the cable business to
British subscribers for the first time, and offering phone service that we feel
is exceedingly competitive with the rival British Telecom offering.

We continue to believe that stock prices follow earnings over time. We have
positioned the portfolio based upon our belief that the earnings growth of the
companies in the portfolio may exceed that of the overall market. Additionally,
the average stock valuation multiple in the portfolio is equal to the market on
1996 earnings and 10%-15% less than the market based on 1997 projected earnings.
Over time, we feel that the market has generally recognized such
inconsistencies.


LIMITED MATURITY BOND PORTFOLIO

OBJECTIVE - To provide the highest level of total return, consistent with
preservation of capital.

NARRATIVE BY THERESA HAVELL & THOMAS WOLFE, PORTFOLIO CO-MANAGERS
The bond market suffered through a rather dismal six-month period through June
30, 1996 as the "bears" took over. Interest rates rose dramatically across the
yield curve as U.S. economic growth rebounded, rekindling fears of future
inflationary pressures. Rates on Treasury securities with maturities of 2
through 30 years rose approximately 1.0%, resulting in negative total returns
for any bonds longer than 3 years. The bulk of the rise in rates occurred during
a two-and-a-half week period beginning in mid-February. The sell-off was
initially triggered by Federal Reserve Board Chairman Alan Greenspan's comments
that economic growth was probably stronger than the market was anticipating. The
subsequent Labor Department report that over 700,000 new jobs were created in
February confirmed the market's fears and drove yields higher. The Portfolio's
return was impacted most heavily by the sharp rise in rates, despite the fact
that we shortened the Portfolio's duration (duration is a measure of the
Portfolio's exposure to interest rate risk) during the first quarter. The
positions in corporate bonds, asset-backed securities and mortgage securities
outperformed Treasuries and offset some of the poor results from Treasury
securities.

We lowered the average portfolio duration from 2.9 years to 2.6 years during
February, and shortened it again to 2.3 years before the end of the first
quarter. These moves were made in response to our view that


                                       16
<PAGE>   17

LIMITED MATURITY BOND PORTFOLIO (CONT'D)

the positive bond market environment that prevailed in 1995 had come to an end
with the dramatic turnaround from the economy's weak fourth quarter 1995
performance. Our view this summer is that while it is yet to be seen if
inflation will re-ignite, the market may continue to push rates higher until
growth slows and some slack in both labor and industrial capacity is created.
With that view in mind, we ended the first half of 1996 with a cautious duration
position of 2.3 years.

We added significantly to our corporate position, increasing our allocation to
54% from 31%. While the corporate bond market as a whole remained relatively
expensive, we were still able to find individual bonds that offered good
relative value. These attractive names tended to be lower investment grade or
just below investment grade credit quality. Our more optimistic view of the
economy was also a key factor in our decision to increase the corporate
allocation in the Portfolio, since we felt many corporations would experience
higher earnings which in turn would ensure bond payments to investors (and
perhaps credit-quality upgrades), reducing the probability of defaults. We
maintained a relatively heavy 23% weighting in asset-backed securities
throughout most of the Semi-Annual Report period, which provided incremental
yield and AAA-rated credit quality. We closely followed the rise in consumer
delinquencies on the collateral backing for these bonds and were convinced that
the credit risk on these issues was extremely low.

Our mortgage position was increased to 6% of the Portfolio by the end of June in
response to our changed view of interest rates in February. Mortgage bonds tend
to hold up better in rising rate environments because homeowners are
less-tempted to refinance their mortgages, a consumer action that often causes
mortgage bonds to prepay and lose value.

We utilized the future market to manage duration during the first half of 1996.
This was done mainly due to our heavy weighting in corporate bonds. We sold
short (a technique used to take advantage of an anticipated decline in the
price) futures contracts on a 5- and 10-year Treasuries as a means of hedging
the interest rate risk on those corporate bonds that provided attractive
incremental yields and also had the potential to increase in price relative to
Treasuries as credit quality goes up. The use of futures to manage interest rate
risk was our main use of derivatives within the Portfolio over the Semi-Annual
Report period.

We believe the U.S. economy is still in excellent shape, and corporate credit
quality may remain at a relatively high level, supporting corporate bond
values. We also believe that interest rates could continue to rise over the
near term in response to what might be a cyclical upturn in inflation. However,
we believe the long-term secular disinflationary trend that we've seen in
recent years remains intact, and eventually bonds should once again provide
income and total return solidly above the levels of inflation.
        

PARTNERS PORTFOLIO

OBJECTIVE - The Portfolio seeks capital growth through an investment approach
that is designed to increase capital with reasonable risk.

NARRATIVE BY MICHAEL KASSEN & ROBERT GENDELMAN, 
PORTFOLIO CO-MANAGERS
Two sectors contributed greatly to our strong performance in the six months from
January 1, 1996 to June 30, 1996: finance-related (Insurance, Banking, and
Financial Services issues) and Consumer Non-Durables. Among the finance
categories, insurance stocks such as EXEL Ltd. and CIGNA had some of the best
gains. Many of the food and drug stocks that make up our Consumer Non-Durables
sector, such as IBP Incorporated and Warner Lambert, appreciated in value as
investors purchased stocks of companies that have historically offered
resistance to market declines. Investors tend to gravitate toward food and drug
companies because product demand for food and drug staples stays relatively
constant, regardless of market condition or economic cycle. On the other hand,
some of our technology issues suffered from investors' reaction to falling
computer memory and semiconductor prices, and the possibility of a surplus in
the computer marketplace. We believed some of these issues held long-term
potential based on consumer demand - regardless of the day-to-day headlines -
and added companies to the portfolio that we felt suffered from investor
overreaction during the broad sell-off. Our Health Care issues, especially HMOs,
which were some of our strongest positions in 1995, also performed weakly during
the Semi-Annual Report period because the entire HMO group was plagued by rising
medical costs and earnings disappointments.

Among Consumer Non-Durables, we bought and sold Pharmacia & Upjohn, a worldwide
pharmaceuticals manufacturer, over the course of the Semi-Annual Report period.
We purchased the stock subsequent to the announcement of a merger proposal. The
merger made excellent business sense and increased the opportunities for both
companies. As the stock quickly achieved its target price, it was profitably
sold.



                                       17
<PAGE>   18


PARTNERS PORTFOLIO (CONT'D)

We also sold Monsanto, a leading chemical company, as it achieved a price level
we thought reflected its fair value. Our intent is to purchase stocks when they
are undervalued and sell them when they appear fairly valued.

We also sold Bowater, but in this case it was on the belief that we made a
mistake. Bowater is a premier producer of paper products, particularly
newsprint. We believed that in light of previously wild swings in demand for
paper - a cyclical commodity - companies would act more rationally in their
supply decisions. Instead, several paper producers announced capacity additions
in a weakening economic environment (when demand usually falls off). This had
the effect of driving down pricing at the same time demand appeared to be
weakening.

We bought two stocks on the basis of announced restructuring plans: consumer
goods concern Premark International and Witco, a company which produces a wide
range of specialty chemical and petroleum products. Premark split into two
companies, one for its Tupperware business, the other for its food equipment
businesses. We believed the two businesses had very different capital needs and
that the Tupperware business had impressive growth potential. As part of
Premark, however, it had been used as a source of funds to feed the remaining
businesses. If funded properly, we feel Tupperware has the potential to become
an impressive international consumer products company that will sell at a higher
share price. At Witco, a new chief operating officer was hired from outside the
company specifically to remake Witco into a focused specialty chemicals
operation. This would require extensive expense cuts and a sale of one or more
businesses. If successful, Witco may generate significant free cash flow and
earn a higher share price.

Since our approach involves valuing companies as a businessman would - asking
ourselves if we'd be willing to buy the entire company at its stock price today
- - we feel vindicated when our companies are actually purchased by other
companies. During the Semi-Annual Report period, we were fortunate enough to
have several such stocks, including Stop & Shop (which was in our Retail
position) and Loral Space & Communications (a leading Aerospace company).


[LOGO]  OPPENHEIMER FUNDS(SM)  
OPPENHEIMER VARIABLE ACCOUNT FUNDS

OPPENHEIMER BOND FUND

OBJECTIVE - Primarily seeks a high level of current income from investments in
high yield fixed-income securities rated "Baa" or better by Moody's or "BBB" or
better by Standard & Poor's. Secondarily, the Fund seeks capital growth when
consistent with its primary objective of high current income.

NARRATIVE BY DAVID NEGRI, FUND MANAGER
There were two major factors that contributed to the performance of Oppenheimer
Bond Fund. First, was our defensive decision to keep the portfolio's average
maturity relatively short, and second, was our strategic diversification over a
variety of different types of bonds. A short average maturity was a benefit as
interest rates rose. Since longer bonds are typically the most sensitive to
changes in interest rates, they depreciated the most this year. So, by having a
shorter portfolio, we were able to capture a competitive level of income, but
suffered less in terms of price than some longer-term investments. Our
diversification among different classes of bonds also benefited the portfolio.
In particular, our international bonds performed well, avoiding the difficulties
experienced by most types of domestic bonds. Our mortgage-backed securities also
performed well. As interest rates rose, prepayment risk decreased supporting
mortgage bond prices. Mortgage-backed securities also pay very competitive
income, which benefited the portfolio.

While the Fund's short average maturity and high degree of current income helped
to offset the negative price performance of the general bond market, our
Treasury securities performed poorly in comparison with our other holdings.
Still, at only half of our U.S. government bond allocation, and with
shorter-term maturities, we were able to limit their potentially negative
impact.

As we move through the second half of the year, we will continue to work on
capturing as much income as possible. Because we believe the economy is
relatively healthy, we will continue to focus on corporate bonds. In particular,
we believe there is great potential to be found in bonds issued by financial
services firms


                                       18
<PAGE>   19

OPPENHEIMER BOND FUND (CONT'D)

and oil- and gas-related businesses. Within the financial services industry,
companies with ongoing consolidations should improve balance sheets and
profitability, while in the oil and gas industry, technology stocks are
experiencing improving profits.

We also believe that foreign government bonds offer greater income and relative
value than domestic government bonds, so we'll continue to emphasize the bonds
of developed nations where we see compelling yield and total return
opportunities.

Finally, we continue to favor mortgage-related securities over Treasuries, and
have been adding to our holdings in private label mortgages. Because these are
loans underwritten by banks rather than the federal government, in general they
tend to offer higher yields than similar securities.

Looking forward, we think the Fund will continue to do well because of its
strategic positioning. Currently, we expect that economic growth in the U.S.
will continue, though it may not necessarily accelerate. In this type of
environment, it's difficult to imagine the Federal Reserve will cut interest
rates, so it's hard to imagine another bull market like the one we experienced
last year. In light of our outlook on the economy, we will continue to position
the portfolio around income opportunities and avoid taking on unnecessary
interest rate risk. By investing in quality bonds, with an attractive
inflation-adjusted real rate of return, we expect to provide investors with
relative price stability and competitive income going forward.


OPPENHEIMER GLOBAL SECURITIES FUND

OBJECTIVE - Seeks capital growth by investing in a diversified portfolio of
foreign and domestic stocks.

NARRATIVE BY WILLIAM WILBY, FUND MANAGER
Oppenheimer Global Securities Fund has performed well over the past six months.
Using our theme-driven investment approach, we turned in results that were
better than most of our competitors. Even so, it was difficult for global funds
to compete with the outstanding returns from the U.S. market over the period. As
the domestic market has continued to evolve, however, we are beginning to see
evidence of a shift toward international stocks. The long-term potential for
growth may be greater in international stocks than it is in the U.S. market,
especially at current valuation levels.

Because of the strength in the domestic market and where we were positioned
within it, our U.S. holdings performed extremely well over the period. One of
our largest concentrations within domestic stocks was in the technology sector.
And just as technology led the U.S. market, our efficiency-enhancing technology
theme led the portfolio. Our Japanese technology companies performed
particularly well, as Japan began to climb out of a five year recession. In
fact, our Japanese technology stocks have appreciated to the point that we think
they're slightly expensive now. As a result, we've been selling Japanese and
buying U.S. technology again.

On the negative side, toward the end of 1995 and into 1996, we thought European
cyclicals companies - the economically sensitive chemical, automotive, and
industrial companies - had become overly discounted as a result of slow European
economic growth. We felt that their reduced prices would allow us to buy them
while they were good values and then participate in their gains as local
economies improved. However, western Europe growth has remained somewhat
subdued, so these companies have not yet returned to favor.

After the huge rally in U.S. stocks, we've cut back on our domestic holdings
slightly. While we believe the outlook for the U.S. market remains favorable, we
believe there may be better opportunities overseas at this time. As such, we've
reduced our domestic allocation to 43%, down from a high of 49%.

Recently, we've also been buying some gold stocks, both as part of our natural
resources theme and to help diversify the portfolio. Gold stocks look like a
good investment right now for several reasons. First, gold production worldwide
is below what is needed to meet current demand, particularly due to the
increased demand for jewelry from the emerging markets. And because gold may be
a good hedge against - both inflation and deflation - demand from investors
could increase.

We expect the remainder of the year will be good for us. Since our market lagged
somewhat during 1995, we've been able to buy what we believe are excellent
stocks at good prices, and that should give us an extra push when the U.S.
market returns to favor. We think the Fund's portfolio, invested as it is in
high growth potential stocks, continues to offer investors an outstanding
opportunity both for diversification and long-term appreciation potential.




                                       19
<PAGE>   20

OPPENHEIMER MULTIPLE STRATEGIES FUND

OBJECTIVE - Seeks a total investment return (including current income and
capital appreciation in the value of its shares) from investments in common
stocks and other equity securities, and "money market" securities. The current
allocation of the Fund's portfolio aims to take advantage of current economic
conditions while managing risk.

NARRATIVE BY RICHARD RUBINSTEIN, FUND MANAGER
The Multiple Strategies portfolio delivered solid results for the past six
months. Its performance can be attributed to both the benefits of an investment
strategy designed to work well under a variety of conditions and the continued
strength of the domestic stock market and our diversified approach to bonds.

Our domestic stock holdings, which included large positions in technology and
healthcare stocks, performed well for us even as earnings momentum in general
began to slow. These companies are positioned to grow rapidly regardless of the
overall U.S. economic growth rate, and as a result, they were very much in
demand with investors. In addition, our bond allocation decisions helped
performance as we moved away from government bonds to seek the more competitive
returns of high yield, lower rated bonds.

And, while the Fund's international equity holdings contributed less to the
portfolio's total return than did its U.S. stock component, our broad
international diversification helped us maintain a low risk profile. And
although our foreign stock holdings failed to meet our expectations this period,
our philosophy for including these securities in the portfolio is that they may
help limit overall portfolio risk. However, over the long-term they offer the
potential to add to performance.

As we position the portfolio for the remainder of the year, we have looked at
current economic factors and reallocated the portfolio's assets to a more
conservative mix. The combination of slowing U.S. corporate earnings momentum,
high valuations and an increase in interest rates of over 100 basis points, led
us to make some strategic changes. These changes resulted in a decrease in our
total equity holdings by about five percent as well as a decrease in our total
number of securities. At the same time, we increased, on a percentage basis,
those holdings we believe are best positioned for the future. Our expectation is
that the stock market will continue to become very selective, and these changes
may be to our advantage.

More specifically, we continued to focus on growth stocks that are issued by
companies with strong competitive positions and consistent earnings. We also
recently added to our position in energy stocks. These stocks tend to sell at
low prices relative to cash flows. With energy prices on the rise, we believe
they offer reward potential.

A strong part of our overall strategy involved a contrarian approach to
investing. Using this approach we looked for opportunities in out-of-favor
industries and companies on the rebound. Recently, we bought retail stocks.
Though sales have suffered from consumer uneasiness, these companies still have
attractive store economics. As a result, we think their prospects look good.

On the international side, we increased positions in companies having
comparative advantages over the U.S. competitors or that sell at valuation
discounts. We located companies offering such advantages in Argentina, Turkey
and the Far East, as well as in several more established European markets, and
invested in those firms.

Going forward, our long-term outlook is positive, in spite of the increased
volatility experienced by the stock market during the first half of 1996 and the
risks of foreign investing and of high yield bonds, described in the Fund's
prospectus. We feel the portfolio's diversification may help it ride the current
market waves and continue to offer excellent opportunities for the long-term
investor.

                                    [LOGO]

                                 STRONG FUNDS


STRONG VARIABLE INSURANCE FUNDS, INC.

STRONG DISCOVERY FUND II

OBJECTIVE - To seek maximum capital appreciation through investments in a
diversified portfolio of securities.

NARRATIVE BY RICHARD STRONG, FUND MANAGER
In managing the Strong Discovery Fund II, we strive to provide our investors
with long-term capital growth. We pursue our goal by investing primarily in the
stocks of well-managed, small- and mid-cap growth companies, with a core
commitment to large, established companies to provide stability and diversifica-


                                       20
<PAGE>   21


STRONG DISCOVERY FUND II (CONT'D)

tion. To identify attractive investments, we employ a thorough research process
that includes on-site visits to the companies in which we invest, and frequent
discussions with management, suppliers, customers and competitors.

On a personal level, I try to add value by drawing on over 30 years of
investment experience. Through the course of my career, I've seen just about
every type of financial market behavior, from euphoria to utter negativity and
back again. At times, emotion can feed on emotion, driving market cycles beyond
the highs and lows dictated by fundamental value. Historically, when it appears
the market has gotten ahead of itself, we've taken defensive positions to help
protect capital. The six-month period ended June 30, 1996, was one of those
times.

THE MARKET SWITCHES GEARS
The year began with investors basking in the glow of a great 1995. The S&P 500
had gained over 37%, fueled by declining long-term interest rates and
skyrocketing corporate profits.

Late in 1995, however, it appeared to us that the economy was slowing,
increasing the likelihood that corporate earnings would come under pressure, and
that interest rates would trend still lower. These factors suggested that bonds
were becoming more attractive relative to stocks, and therefore we began to
increase our bond exposure, culminating in a 36% allocation to long-term
Treasury bonds by the end of January. In February and March, however,
surprisingly strong economic indicators suggested that the economy's growth
might be accelerating rather than slowing. At that point, bonds began losing
ground while stocks pushed higher. In response, we reallocated assets back to
the stock market, but as a result of the prior misallocation and our reduced
exposure to common stocks during the market's rally, the Fund posted a
disappointing return for the first six months of the year, versus the broader
market's gain of 10.10% as measured by the S&P 500.

THE IMPORTANCE OF FOCUS . . .
The Fund's charter gives us the flexibility to allocate assets away from stocks
when we believe it is appropriate. That said, our true strength has always been
stock selection. We are stock pickers through and through - it's who we are and
what we do - and we believe our highly-developed stock selection process gives
us the greatest opportunity to achieve attractive investment results over the
long-term.

While market conditions may occasionally prompt us to adopt a defensive
position, we intend to focus on our stock selection process, honing the skills
that have proven their value over time. That means . . .
o    VISITING HUNDREDS OF COMPANIES A YEAR, using our ability to judge character
     in talks with each firm's management, suppliers and competitors as we
     separate those who succeed from those who merely try.
o    EMPHASIZING SOLID FIRMS that offer what we call "razor relationship," in
     that their products are used by consumers on a regular basis, resulting in
     a predictable pattern of growth and earnings.
o    MAINTAINING A BROADLY DIVERSIFIED PORTFOLIO that offers the powerful growth
     potential of small- and mid-sized companies, but is built on a bedrock of
     large, established firms.

We believe it's this diligent approach that offers the most potential as we
pursue our goal of long-term capital growth.

 . . . AND THE IMPORTANCE OF PERSPECTIVE
Earlier this year, the emotions of the market drove prices to unreasonably high
levels. Now, with interest rates having moved up, investors are trying to
evaluate the ability of corporate America to sustain earnings. As a result,
emotion may drives prices down to unreasonably low levels. To guard against
this, nearly 10% of the portfolio was positioned in cash and equivalent
instruments at the end of June.

These near term concerns aside, we encourage you to keep the market's volatility
in perspective. Stocks have always had their cycles, and they always will. What
matters most is the overall economic picture, which appears positive for stocks.
The Federal Reserve seems determined to maintain a balance of growth with low
inflation regardless of who is in the White House.

Moreover, we expect the nation's savings rate to increase as baby boomers begin
saving for retirement, which should provide a solid flow of capital into the
stock market for years to come. And, when we factor in the growth of capitalism
and free market economies around the world, and the likelihood that global
competition will keep inflation subdued, we are encouraged by the prospects for
growth stocks over the next several years.

For our part, we will continue to use our disciplined investment process and our
vigorous research as we strive to add long-term value for our shareholders.




                                       21
<PAGE>   22


STRONG INTERNATIONAL STOCK FUND II

OBJECTIVE - To seek capital growth. The Fund invests primarily in the equity
securities of issuers located outside the United States.

NARRATIVE BY ANTHONY L.T. CRAGG, FUND MANAGER
By investing primarily in the stocks of companies based outside the United
States, the Strong International Stock Fund II pursues capital growth. The Fund
provides convenient access to growth opportunities worldwide and, when added to
a domestic portfolio, will increase diversification while providing the
potential for higher returns compared to a U.S.-only portfolio.

The slow, steady recovery in international markets we saw in 1995 continued
during the first half of this year. However, except on an individual country and
stock level, performance was somewhat muted during the second quarter. Global
markets as a whole - as measured by the MSCI EAFETM Index - gained 4.52% over
this six-month period.

Our accuracy in selecting the more attractive markets - and the more attractive
stocks in those markets - contributed to the Fund outperforming the Index by a
broad margin.

At mid-year, assets under management in the Strong International Fund II
approached $50 million - up from $1.8 million at the beginning of the year - and
the Fund held 191 stocks.

European economies generally tended to lag that of the U.S. during the first
half of the year, although the dollar's strength helped to improve their export
competitiveness. The Fund benefited, in particular, from holdings in Italy (3.9%
of net assets) and Spain (3.0% of net assets), which gained 13.2% and 14.4%,
respectively, for the six months through June.

Economic growth remained impressive in Asia, although the picture there also was
mixed. Concerns about inflation and overheating generally depressed investor
sentiment, while mainland China's aggressive posturing toward Taiwan - and to a
lesser extent Hong Kong - fueled some political worries. The area's best
performers included Taiwan, the Philippines, and Malaysia, which posted gains of
37.0%, 19.5% and 16.2%, respectively. The only Asian countries in negative
territory so far this year have been South Korea, whose market lost 14.6%, and
Thailand, which was down 0.4%.

Among emerging markets, Poland was the big winner - gaining 52.0% over this
six-month period. Despite the dramatic differences among worldwide markets, we
retained our "bottom up" approach by attending to country weightings only after
first identifying value in individual companies.

Attention has returned to the international markets this year as investors who
previously kept their funds invested solely in U.S. stocks have been more
inclined to plug into the faster growth rates in international and emerging
markets. We expect to see a more general pick-up in international markets in the
second half of the year which, together with the value added by rigorous
attention to stock selection, we believe will produce returns superior to the
U.S. markets.

Shareholders should keep in mind, however, that the Fund is likely to be more
volatile than a U.S.-only fund, due to changes in stock-market conditions,
currency values, interest rates, local regulations and economic and political
conditions. But given the value currently available in international markets, we
believe foreign equities offer long-term investors an attractive opportunity.


STRONG SPECIAL FUND II

OBJECTIVE - To seek capital appreciation through investments in a diversified
portfolio of equity securities.

NARRATIVE BY RICHARD WEISS & MARINA CARLSON, FUND MANAGERS
In pursuit of capital growth, the Strong Special Fund II invests at least 80% of
its total assets in equity securities. It currently emphasizes medium-sized
companies that the Fund's advisor believes are under-researched and attractively
valued.

Despite a difficult June, the stock market turned in a good performance over the
first half of the year. The broad market, as measured by the S&P 500 Index,
gained 10.10% for the six months ended June 30, while the S&P 400 MidCap Index
posted a slightly lower gain of 9.21%.

A slow-growing economy early in the year prompted the Federal Reserve Board to
lower short-term interest rates in January, but the announcement of February's
unexpectedly large increase in jobs set the slow-growth scenario on its head.
Other signs of renewed growth followed - including price increases


                                       22
<PAGE>   23

STRONG SPECIAL FUND II (CONT'D)

in several key commodities - and prompted some economists to predict the return
of higher inflation. The Fed, however, declined subsequent opportunities to
increase rates further, and signs of renewed inflation have been elusive.

Given this scenario, we entered the second quarter with a slightly more
defensive portfolio. Consequently, the Fund did not realize the gains that many
higher priced growth stocks produced in April and May - when small- and mid-cap
stocks produced some very impressive gains. However, our defensive stance
protected the Fund from some of the sharp price declines experienced in June.
The Fund also benefited from an overweighted position in the energy sector, as
many oil service and oil and gas exploration and production companies performed
well during this period.

We believe that much of this market's increase has been momentum-driven,
stimulated by a surge of cash into mutual funds. Despite the momentum, we remain
committed to a consistent investment approach and will continue to evaluate
existing and prospective holdings by analyzing their "private value." That
simply means that we evaluate companies as if we were private buyers -
determining how much we would be willing to pay to own the entire company. In
doing so, we have a disciplined way to view the company's inherent value and
impartially evaluate potential winners and losers.

We look at underfollowed stocks - those with low institutional ownership and low
analyst coverage - because we believe they tend to be undervalued by the market.
We look at unpopular, or "quiet," sectors because we think that, in a market
increasingly dominated by institutions, unpopular sectors can yield superior
returns. And now, more than ever - given higher stock valuations - we believe it
is essential to thoroughly understand the dynamics of each individual stock.

We are somewhat cautious going into the second half of the year as the general
market appears to be fairly valued, and we don't expect to see stock valuations
rise across the board. We look for corporate profit margins to begin to get
squeezed, and believe that only the best management teams will be rewarded with
higher stock prices.

Consequently, the quality of management will be increasingly important to a
company's ability to perform well during the second half of the year. We intend
to focus on individual stock selection, and to place emphasis on underfollowed,
growing firms selling at significant discounts to their private-market values.

[TWENTIETH CENTURY LOGO]

A MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS.

TCI BALANCED

OBJECTIVE - To seek capital growth and current income.

NARRATIVE BY TWENTIETH CENTURY COMPANIES, INC.
TCI Balanced compiled a total return for the six-month period ended June 30,
1996, which slightly trailed its benchmark blended index, which posted a 6.0%
return. The blended index combines the S&P 500 and the Lehman Brothers
Intermediate Government/ Corporate Index.

TCI Balanced is a blended portfolio. Its approximate 60% stock position is
compiled using Twentieth Century's focus on earnings and revenue growth and is
managed to provide long-term opportunities for capital growth. Income is derived
from an approximate 40% stake in government and corporate bonds.

The equity portion of the fund has been hurt by its orientation away from the
defensive stocks that the market favored in June. As investors anticipated
disappointing corporate earnings reports, they moved to stocks with steady
earnings, not the accelerating growth stocks the fund's management team prefers
for TCI Balanced. We believe, however, that over time the companies with the
above-average earnings growth that the team seeks on your behalf will perform
well.

Our search for companies that meet our earnings growth criteria led us to energy
stocks, which were the largest contributor to total return. The industry has
increased exploration activity significantly, resulting in an extremely strong
market for drilling rigs and other oil service equipment. Oil and gas producing
companies also are benefitting from strong commodity prices and higher
production volumes. The portfolio's holdings of energy stocks increased from
3.8% to 9.6% over the six months ending June 30, 1996.



                                       23
<PAGE>   24

      
TCI BALANCED (CONT'D)

The fund has also followed earnings into pharmaceutical stock holdings, moving
from a 4.9% position at year-end to 11.6% six months later. Profits in the
pharmaceutical sector have been boosted recently by a stream of new products,
which in general provide more effective treatments than existing remedies and
are usually patent protected, yielding strong profit margins.

The fund's bond portion reflected recent declines in U.S. bond prices. During
the first six months of 1996, bonds traded up to their highest prices since this
latest interest rate cycle began, then reversed course. Bond prices at the
beginning of the year had anticipated in the deflationary benefits of a federal
balanced-budget agreement and rate-cutting moves by the Federal Reserve. Neither
was forthcoming.

During declining markets, the duration of the bond portion is shortened in a
defensive move. Accordingly, the fund's management team shortened the duration
of the bond portfolio in February and have kept it short since then.

TCI Balanced continues to pursue its original goal of providing shareholders
with the opportunity to invest in a portfolio of growing companies while using
bonds to reduce share-price fluctuations along the way.


TCI GROWTH

OBJECTIVE - To seek capital growth by investing in common stocks (including
securities convertible into common stocks) that meet certain fundamental and
technical standards of selection and, in the opinion of the Fund's management,
have better than average potential for appreciation.

NARRATIVE BY TWENTIETH CENTURY COMPANIES, INC.
The performance of TCI Growth during the six months ended June 30, 1996, has
lagged both the market and Twentieth Century's expectations for its growth
funds. Accordingly, a new management team assumed responsibility for the fund
effective July 1.

The team is led by Glenn Fogle, vice president and portfolio manager, who has
been with Twentieth Century since 1990. In addition to TCI Growth, this team
also manages Giftrust Investors and Vista Investors, two Twentieth Century funds
that have notable long-term records.


In our view, TCI Growth's lagging performance can be attributed to inconsistent
implementation of our investment process. Proper execution of our time-tested
approach demands an emphasis on accelerating growth stocks. Additionally, our
portfolio construction process is based on the notion of adding to "winners" and
quickly selling "losers." It is our belief that if our stock selection is
accurate, these more concentrated portfolios should be able to generate more
robust performance than a more broadly diversified portfolio would. The new
management team will be much more focused on these critical variables.

TCI Growth's mission remains the same - to continue to invest in growing
companies of all sizes for investors seeking capital growth. To meet that
objective, the fund identifies companies with earnings and revenue acceleration.
We believe that such an approach has the potential to provide attractive returns
over the long run. We are confident that the measures we have taken to
reinvigorate this fund will make a noticeable difference over time.


TCI INTERNATIONAL

OBJECTIVE - To seek capital growth by investing primarily in an internationally
diversified portfolio of common stocks that are considered by management to have
prospects for appreciation.

NARRATIVE BY TWENTIETH CENTURY COMPANIES, INC.
TCI International posted a total return for the six months ended June 30, 1996,
that was nearly double the 3.9% for the fund's benchmark index, EAFE. The strong
relative performance of TCI International vs. the index was in part a result of
our stock selection discipline and the fact that the fund held a relatively
smaller percentage of Japanese securities, which lagged during the period, than
the EAFE Index. TCI's largest country weighting continued to be Japan, with 26%
of the fund's assets at June 30. Japanese stocks make up approximately 40% of
EAFE. Economic recovery in Japan helped produce significant earnings growth in
the companies TCI International holds. However a sell-off in June in the
Japanese market dampened returns. In addition, the dollar rallied against the
yen, diminishing Japanese stock returns in U.S.
dollars.

Much of the fund's gains came from earnings growth in European and emerging
markets holdings. During the last six months the fund's management team added
investments in French and German stocks,


                                       24
<PAGE>   25

TCI INTERNATIONAL (CONT'D)

which together made up 14.6% of the fund's portfolio at June 30, 1996, compared
to 7% at Dec. 31, 1995. Many companies in France and Germany are undergoing
restructuring and cost-cutting similar to what we've seen in the U.S. since the
late 1980's, providing numerous opportunities for earnings growth.

The management team is also selecting stocks in the food, beverage and consumer
goods category, where 10% of the fund was committed at June 30, up from 4% six
months earlier. The team is finding that retail stocks are strong in Europe as
investors move to defensive positions.

TCI International celebrated its second birthday in May. It has outperformed
EAFE since inception and we believe there are good prospects for continued
strong performance as overseas investing increases. In the first quarter of
1996, investors poured $11.8 billion into U.S.-based international mutual funds,
compared to $322 million in the first quarter of 1995. Twentieth Century
believes the exporting of our long-held growth investing philosophy carries
significant investment potential for investors.

[VAN ECK GLOBAL LOGO]


GOLD AND NATURAL RESOURCES FUND

OBJECTIVE - To seek long-term capital appreciation by investing in equity and
debt securities of companies engaged in the exploration, development, production
and distribution of gold and other natural resources, such as strategic and
other metals, minerals, forest products, oil, natural gas and coal.

NARRATIVE BY DEREK S. VANECK, PORTFOLIO MANAGER
We are pleased to report that the Van Eck Gold and Natural Resources Fund was up
through June 30 as many hard asset sectors performed well on strong economic
growth through much of the world during the first half of 1996. In addition, the
Fund has outperformed the S&P 500, which rose 10.1% and the Ibbotson Hard Assets
Index, which rose 5.75% over this period.


ECONOMIC REVIEW AND OUTLOOK
During the first six months, economic growth in the U.S. surprised market
participants with its vigor and investors continually marked up projections for
GDP growth and inflationary expectations. Thus, investors' expectations of
Federal Reserve interest rate policy changed from an expectation of interest
rate cuts to a 50 basis point increase in the federal funds rate by the end of
December. Economic growth was also stronger-than-anticipated in Japan where
first quarter GDP growth increased over 12% on an annualized basis. In Europe,
however, economic growth was lower-than-anticipated, with growth rates at only
modest levels. Strong economic growth continued in the emerging countries of
Asia and Latin America.

Going forward, we continue to believe that the economic environment is favorable
for hard asset performance. We believe global economic growth will continue to
accelerate modestly, and we broadly agree with the recently-released
International Monetary Fund (IMF) estimates of accelerating global growth from
3.5% last year to 3.8% this year and 4.3% in 1997 (despite differences in
regional economic growth, with the U.S. and Japan running at a healthy 2.5%
estimated growth rate, while Germany's economy is growing at a more modest
0.8%). Signs of healthy growth include growth in leading economic indicators,
positively sloped yield curves in major industrial economies, and a stimulative
monetary policy as measured by 25% annual growth rates in G7 monetary reserves.
These growth estimates are consistent with our view that the inflation rate in
the U.S. has troughed and will rise modestly in the coming year. In Japan and
Germany, although inflation rates are presently rising, they are likely to be
muted in the coming year. We expect growth rates in the developing economies to
continue to be exceptionally strong in Asia and to strengthen further in Latin
America.

SECTOR REVIEW AND OUTLOOK
The energy sector performed well during this period and we expect good
performance to continue, albeit in selected sectors. While some investors
anticipate oil price declines over the remainder of the year, we believe oil
prices will remain strong, and may in fact rise. Consensus demand forecasts have
consistently underestimated demand and, in our view, commodity markets will not
see Iraqi oil until September at the earliest. This suggests that any supply
disruptions could cause significant upward movements in the oil prices. An
example of this occurred this past spring as low oil inventories, caused by the
adoption of "just-in-


                                       25
<PAGE>   26


GOLD AND NATURAL RESOURCES FUND (CONT'D)

time" inventory practices, combined with strong demand, stemming from an
unexpectedly cold winter in the Northeast, led to crude oil prices rising to
over $25 per barrel. The market fell from those levels but stabilized at $20 per
barrel despite news of renewed Iraqi supply. Commodity fundamentals for natural
gas also remain strong, but we continue to believe that the natural gas
producers are a better investment. Approximately 15% of the Fund is allocated to
exploration and production companies which will benefit from this strong pricing
environment. Our top holdings include Louisiana Land and Exploration, Triton
Energy and United Meridian Corporation. Your portfolio also continues to hold
deep-water offshore drilling companies and oil service companies as
supply/demand fundamentals remain strong and offshore rig-leasing rates continue
to climb.

In the base metals markets, the primary focus has been the Sumitomo copper
scandal. The Fund generally sidestepped the scandal and the associated copper
price crash since it had only indirect exposure to copper-related equities. Our
fundamental view on copper had been bearish for some time, with supply growing
at nearly four times demand, and we found much better value in other base
metals, particularly aluminum and other diversified equities. We believe recent
weakness in many base metal prices stem, at least in part, from "knock-on"
impacts from the copper scandal and that current levels represent good value.
This value, combined with our view that demand should increase during the second
half of 1996 and in 1997, should result in higher prices. Therefore, base metals
may be an important driver of the Fund during the last half of the year. Our top
holdings in the sector include Western Mining Corporation, a large diversified
mining company based in Australia and Reynolds Metal Corporation, one of the
largest aluminum companies in the world.

Gold shares completed a round trip during the first six months of the year. The
year started with a bang as gold jumped to over $415 per ounce in early
February and gold shares rose over 25%. That ascent was retraced with most of
the decline occurring during June when gold shares turned in their worst
performance in 18 months. The Fund's exposure to gold ranged from a high of 55%
to a low of approximately 40% during the first half of the year, ending the
second quarter with a 48% allocation. Fundamentally, we believe gold is
attractive based on its commercial supply/demand gap. In addition, we believe
investment demand will increase as central banks engage in monetary "reflation"
(or "easy" monetary policy) and competitive currency devaluation. On the other
side of the ledger, central bank sales and mining company hedging programs have
put pressure on the gold price. It's virtually impossible to predict when these
sales will end, but recently some mining companies have announced reversals of
hedging programs, which we believe is a bullish indicator.
        
False start. Those two words describe the recent action in paper shares. The
equity market had begun to anticipate price increases in many paper grades over
the past several months. However, during June, information was released that
suggested that commodity price increases were going to be postponed until 1997
and paper shares declined. While valuations are extremely cheap in the paper
sector, we continue to position the Fund defensively. Our allocation has been at
or below 5% of total assets so far this year. In addition we have concentrated
the portfolio in defensive holdings such as tissue company Fort Howard and
cellulose pulp producer Buckeye Cellulose.

In the real estate arena, market fundamentals in the U.S. continue to improve,
particularly in the hotel, suburban office and industrial sectors, where
occupancy levels and rate growth are strong. Apartment markets nationwide are at
supply/demand equilibrium but select markets are experiencing imbalances due to
development restrictions which are preventing supply from keeping up with job
growth. Retail real estate continues to suffer as the nation is still
"over-stored". Internationally, strong GDP growth is driving record development
activity in China and South East Asia. The Hong Kong market is showing signs of
strength as the colony prepares for 1997, while Singapore's recently enacted
anti-speculation moves have cooled the markets. Europe continues to be sluggish,
reflecting the overall economy. We believe that real estate can continue to
provide consistent returns and acts as a portfolio stabilizer to other sectors
in the Fund.

We continue to emphasize the role of hard assets as an excellent portfolio
diversifier and complement to traditional investments. We believe the outlook
for the sector overall is very favorable, particularly given strong growth and
increasing demand for hard assets.




                                       26
<PAGE>   27

WORLDWIDE BOND FUND+++

OBJECTIVE - To seek high total return through a flexible policy of investing
globally, primarily in debt securities.

NARRATIVE BY MADIS SENNER, FUND MANAGER
After achieving exceptional returns in 1995, the U.S. bond market retreated
during the first half of 1996 as economic growth proved stronger than expected.
European bonds overall achieved very moderate returns, but U.S. dollar strength
versus most currencies continued, lowering gains for U.S. investors.

BOND MARKET REVIEW
After a final cut in the Federal Funds target rate in the first quarter, U.S.
economic growth indicators came in stronger than expected and interest rates
began to rise. Rates on long-term Treasury bonds, for example, rose from 6.15%
at the beginning of the year to 7.0% by March 31, having a negative impact on
bond prices. In anticipation of continued growth and doubtful that the Federal
Reserve would continue the rate-cutting trend that begin in 1995, we adopted a
defensive position in the beginning of the year, favoring short-term bonds and
lowering the Fund's duration to approximately 3.0 years. We also decreased the
Fund's U.S. bond position somewhat.

In Europe, sluggish economic growth and a low inflation scenario (an ideal
environment for bonds) prompted interest rate reductions, and most European
markets achieved moderately positive returns in local currency terms. The
peripheral markets, such as Italy, Spain and Sweden, outperformed the core
European bond markets for the first six months of the year, providing very good
returns (in both local currency and dollar terms) as those countries continued
to get their fiscal affairs in order to meet the terms for European Monetary
Union (EMU) in 1997, and their bond yields converged further toward those of
their core neighbors. In the beginning of the second quarter, in anticipation of
these moves, we began to reduce core bond positions, such as the Netherlands and
Denmark, while increasing the Italian bond position and maintaining the Spanish
bond allocation.

We added substantial Canadian and UK bond positions to the portfolio during the
first half of the year, both of which have witnessed good performance recently,
although gains for the first six months were slight. The Canadian government
remains on track to eliminate the budget by 2000. The UK appears to have
already discounted a probable Labour Party victory in the upcoming elections
and UK bonds have benefited from some investors' skepticism regarding the
success of EMU.
        
We liquidated the Fund's already slight position in Japanese bonds early in the
first quarter, given expectations for a strong economic recovery after a
long-lived recession. Although economic growth rates were indeed high in the
first half (estimated at an extraordinary 12% for the first quarter on an
annualized basis), bond buying by the Bank of Japan has supported prices despite
fears of interest rate hikes. Japanese bonds showed flat performance for the
first half in local currency terms (with negative returns in dollar terms).

CURRENCY REVIEW
The U.S. dollar continued its climb against most major foreign currencies. This
strength rendered many positive bond returns negative for U.S. investors. As a
defensive measure, we have maintained a relatively large U.S. cash (and cash
equivalents) position in the Fund.

THE OUTLOOK
Going forward we expect continued strong global growth as Japanese reflation and
European monetary easing take hold. Given this outlook, in our opinion, it will
continue to be a challenging year for bonds, and thus, we remain defensively
positioned with a fairly high cash allocation and a low duration. (Our
perceptions of global growth, however, should be tempered by the fragility of
the global recovery, particularly to shocks such as stock market declines or
another EMU (European Monetary Union) scare.) As for currencies, the dollar
could come under pressure as European and Asian economies gather steam relative
to the U.S., and we are prepared to maximize exposure to foreign currencies
should their strength re-emerge.

                      [VAN KAMPEN AMERICAN CAPITAL LOGO]

REAL ESTATE SECURITIES FUND

OBJECTIVE - To achieve long-term growth of capital through investing in publicly
traded real estate securities. Current income is an important secondary
consideration.

NARRATIVE BY VAN KAMPEN AMERICAN CAPITAL
We seek to achieve our objective by creating a diverse portfolio of real estate
investment trusts, or




+++Formerly Global Bond Fund

                                       27
<PAGE>   28

REAL ESTATE SECURITIES FUND (CONT'D)

REITs, and real estate companies. REITs are companies that own, acquire, develop
and manage real estate. They are no different from any other operating company.
For example, while General Motors is in the business of manufacturing and
selling autos and trucks, REIT companies are in the business of real estate.

Before picking the stocks for our portfolio, we first decide which property
sectors are most attractive from a supply/demand point of view; then, we must
also ascertain which geographic regions within that sector are exhibiting the
best real estate fundamentals. At that point, we choose the stocks that are
characterized by having the best valuations and growth prospects.

As of June 30, 1996, the portfolio was comprised of about 40 companies and 10
different property sectors. Our three largest property sector weights are retail
at 28%, office/industrial at 22% and apartments at 17%. About 40% of the
portfolio is comprised of companies with a nationwide focus. Another 15% of the
portfolio is made up of stocks in the western portion of the U.S.

Our performance over the 12 months, ending June 30, 1996, was good relative to
the REIT market and peer group of dedicated REIT funds. We would attribute our
good performance to our overweighting in the office/industrial and hotel sectors
for most of the time period under review. In addition, we added to our retail
exposure in the beginning of 1996, because this group had been punished in a
depressed retail environment. This sector has performed well of late and added
handsomely to our recent performance.

We would note, however, that in the same time period, REIT performance was
outstripped by the dramatic performance of the S & P 500. In our opinion, the
extreme performance of the broader market indices is an anomaly, not the norm.
We would expect REIT shares to provide low to mid-double digit returns over the
long term, which in a market correction, could be attractive. We would also note
that the risk level of that performance is lower than that of the broader market
as a greater portion of it is composed of income. Of course, even though the
Fund does not invest directly in real estate, an investment in the Fund
generally will be subject to the risks associated with real estate because of
its policy of concentration in the securities of companies in the real estate
industry.


As mentioned above, we would expect REIT shares to provide low to mid-double
digit returns over the next 12 months. If valuations remain the same, 8-10% cash
flow growth should provide a similar level of price appreciation in REIT shares
with yield providing the remainder of their total return. We feel comfortable
with these numbers as real estate fundamentals continue to be attractive. Many
sectors continue to experience limited new supply with the result being greater
occupancy and higher rental rates. We feel this group of stocks could act
defensively in a market correction due to the reasonable valuation level as well
as the attractive yield. Our concern with this group of stocks is the economy. A
growing economy fuels the demand for space. Were our economy to drift into a
recession, (we are not predicting this) our growth rate assumptions would be too
high.

[WARBURG PINCUS LOGO]

INTERNATIONAL EQUITY PORTFOLIO

OBJECTIVE - Seeks long-term capital appreciation by investing in equity
securities of non-U.S. issuers.

NARRATIVE BY WARBURG PINCUS FUNDS
Foreign equity markets, with few exceptions, continued to advance in the second
quarter of 1996, building on momentum established in the year's first three
months. By region, the strongest showing belonged to Latin America, though
European and Asian-Pacific markets also enjoyed solid gains. The Portfolio
benefited from this broad-based strength and from timely stock selection,
particularly in the case of Japan, the Asian-Pacific region's heavyweight and
the Portfolios' single-largest country weighting (30.5% of the portfolio as of
June 30).

JAPAN
Most, if not all, of the recent data on the Japanese economy have strengthened
our conviction that the country remains well on the road to recovery. Dramatic
evidence of such came in the form of a 3% rise in gross domestic product in the
first quarter (which translated into an annualized growth rate of 12.7%), the
fastest quarterly growth in 23 years. While the magnitude of the gain is
attributable, in part, to statistical factors, the message is clear: the worst
of Japan's economic woes are, in large measure, behind it, and the recovery is
on increasingly solid footing.



                                       28
<PAGE>   29

INTERNATIONAL EQUITY PORTFOLIO (CONT'D)

Particularly encouraging is the rebound in consumption. Japan's consumers have
rediscovered their propensity to spend, reflected in a 6.6% rise in
department-store sales in the first quarter, with especially strong demand for
durable goods (e.g., automobiles and computers). We believe that demand will
remain strong in the months ahead, noting as evidence the general reduction in
discounting among retailers and the concurrent growth in credit-card use among
consumers. This buoyancy in demand should do much to compensate for the
diminishing impact of earlier government stimulus packages.

Another bright spot in the Japanese economy is capital spending. Japanese
companies continue to revise upward their capital-spending budgets, spurred by
recovering profits and higher rates of capacity utilization. We estimate a 10%
year-over-year rise in capital spending in fiscal-year 1996 (the 12 months ended
March 31, 1997), and our recent company visits have given us added confidence in
our projection.

The Portfolio is well-positioned to benefit from the resurgence in these two
areas, with concentrations in the retail and machinery & industrial-components
sectors. Examples of the former that did well for the Portfolio during the
second quarter are Jusco and Uny (1.0% and 0.6% of the portfolio, respectively,
through June 30), two leading supermarket chains whose earnings have climbed
along with the pickup in demand. Examples of the latter include Mitsubishi Heavy
Industries (1.3%), a diversified manufacturer of heavy machinery, and Yokogawa
Electric (0.7%), maker of testing and analytical equipment. Both holdings
appreciated strongly during the quarter, and we believe that their fundamentals
remain attractive.

Given the Japanese market's show of strength during the second quarter - the
Nikkei 225 Index closed June above 22,600, it's highest level in four years -
what can be expected for the remainder of the year? We believe that the market
should continue to do well. A stronger economy, rising corporate earnings, the
likelihood of a continued benign monetary policy from the Bank of Japan, and
reasonable equity valuations all suggest room for higher share prices in the
months ahead. Also arguing for further gains in Japanese equities are
potentially sizable cash inflows from Japan's financial institutions. To date,
these institutions have remained underinvested in the stock market, but they
stand to be enticed back into equities as analysts continue to upgrade earnings
estimates. Thus there are reasons for optimism.


Our outlook on the yen is unchanged. We expect the currency to weaken further
vs. the U.S. dollar (the yen recently hit a two-year low of 110 per dollar),
hence we continue to hedge a substantial portion of the Portfolio's exposure as
a defensive measure.

OTHER ASIAN-PACIFIC MARKETS
Elsewhere in the region, we remain positive on the Hong Kong market's prospects,
its vulnerability to higher U.S. interest rates notwithstanding. Hong Kong is,
and will likely remain for years, China's financial center, thus it stands to be
a direct beneficiary of the anticipated surge in growth in China through the
rest of the decade. The Hang Seng index currently trades at a discount to other
Asian-Pacific markets, reflecting investors' concerns regarding Hong Kong's
reversion to Chinese rule next year. But we remain of the view that the Chinese
are pragmatic and recognize Hong Kong's significance in China's future economic
development, hence we expect the transfer of power to have little lasting impact
on business in Hong Kong or its financial markets.

Both South Korea and Taiwan, which combined represented 9.0% of the portfolio on
June 30, rallied sharply in April (climbing 11.7% and 25.0%, respectively, per
Morgan Stanley Capital International) after posting disappointing results in the
first quarter. In South Korea's case the rebound was largely attributable to a
favorable response from foreign investors to its decision to further open its
stock market (effective April 1, foreign investors can own 18% of a listed South
Korean company, up from 15% previously); in Taiwan's case it was due to the
successful completion of the country's first democratic presidential election in
March and the easing of tensions with China. We continue to find attractive
values on a selective basis in South Korea, but we have taken a somewhat more
cautious near-term view on the Taiwanese market, given its substantial rise
within such a short period.

We remain very positive on the New Zealand stock market (5.1% of the portfolio
as of June 30). On a macroeconomic level, the country has much to recommend it:
relatively little in the way of government regulation; low unemployment; steady
growth (the economy has expanded at an average annual rate of 3.25% since 1992);
and negligible inflation. It is telling, with regard to the last point, that the
head of New Zealand's central bank has his remuneration tied directly to his
ability to keep inflation at bay. As well, New Zealand boasts many well-managed,
shareholder-focused companies. The Portfolio owns what we believe to be among
the most promising, including several very strong resource-based firms. We
contin-


                                       29
<PAGE>   30

INTERNATIONAL EQUITY PORTFOLIO (CONT'D)

ue to look for, and find, attractive opportunities, though we are constrained,
to an extent, by the relatively small size of the market.

EUROPE
The Portfolio remains underweighted in Europe. Though interest rates have fallen
across the Continent, economic growth, in general, remains weak, and
unemployment stubbornly high. Further, governments are limited in their ability
to remedy the situation via increased spending, given the fiscal restraints
imposed by the Maastrict criteria for economic and monetary union. We believe
that there is the potential for stronger growth in Europe in 1997, at which
point there may be more attractive opportunities presented. But for the time
being, the greater portion of the Portfolio's emphasis lies elsewhere,
principally in Asia.

That said, there remain selective values on a stock-by-stock basis in Europe.
We added a number of attractively valued companies to the portfolio in the
second quarter, including several from the United Kingdom and France, the
Portfolio's two largest weightings in the region. The Portfolio's French
holdings have done particularly well this year; indeed, the French market was
Europe's strongest performer in local-currency terms through June, a welcome
improvement after a poor showing in 1995. We believe that the French stock
market's prospects remain favorable, given its still-reasonable valuations and
the potential for a further decline in interest rates. (There is scope for
lower rates in the United Kingdom as well, given the pending election and the
Tory government's desire to curry favor with the electorate.)  But we remain    
cautious with regard to the franc, thus we continue to hedge a good part of the
Portfolio's French-currency exposure.

We remain positive, as well, on the Spanish market, which continues to hit new
all-time highs. This largely reflects favorable investor reaction to the newly
elected conservative government, as well as expectations for further cuts in
interest rates, given the improved outlook on inflation.

Among smaller European markets, we are finding attractive opportunities in
Portugal. The broad backdrop for Portuguese equities is good and improving:
inflation has come down dramatically (consumer prices rose at a relatively
modest 12-month rate of 3.5% through May); labor costs are lower than else
where in Europe; and the government is committed to an aggressive privatization
program.

LATIN AMERICA
We believe that many of the best investment opportunities in Latin America
currently can be found in Argentina and Chile. The latter has the region's
soundest economy, with a strong currency, consistent government-budget
surpluses, and savings and investment rates comparable to those of Asian
countries. Chile is also the most robust of Latin America's economies, showing a
9% year-over-year rise in GDP through the first quarter. The Chilean market has
traditionally traded at a premium to the rest of the region, reflecting its
superior fundamentals. But valuations have come down to their lowest levels in
several years, as investors have chosen to focus their attention on other Latin
American markets (principally Mexico). This has made Chilean equities very
attractive, and we have expanded the Portfolio's weighting in Chile in recent
months.

Argentina remains in recession, but there are indications that the economy has
bottomed. Unemployment, though still at record levels, has fallen; mortgage
demand has increased; and industrial production has risen. Inflation is
nonexistent in fact, consumer prices have dropped slightly from year-earlier
levels. The stock market has performed strongly year to date, and we continue to
find cheap stocks. One threat overhanging the Argentine market, however, is the
potential for higher U.S. interest rates. While higher U.S. rates would
negatively impact all Latin American markets to an extent, Argentina is
particularly vulnerable, given the peso's one-to-one linkage with the U.S.
dollar. All told, we remain optimistic on Argentina, but cautiously so.

Mexican stocks have rallied over the past several months, as evidence mounts
that the country has finally begun to shake the worst effects of the peso
devaluation of December 1994. We are encouraged by the improvement in the
Mexican economy, and believe that its longer-term prospects are good. But there
remain reasons for concern in the short term, hence we have maintained a
conservative stance. For one, equity valuations are expensive. Second, the
banking system remains unstable. Third, as with Argentina, the market is very
susceptible to a sharp correction if U.S. interest rates rise. Thus we remain
very focused in our stock selection (the Portfolio's sole position is a 0.5%
weighting in Gruma, a tortilla manufacturer), and will remain so until
developments suggest otherwise.




                                       30
<PAGE>   31

SMALL COMPANY GROWTH PORTFOLIO

OBJECTIVE - Seeks capital growth by investing in equity securities of
small-sized domestic companies.

NARRATIVE BY WARBURG PINCUS FUNDS

MARKET REVIEW
Small-company stocks generated solid gains in the first half of 1996, with the
Nasdaq Composite and Russell 2000 indices rising 12.6% and 10.4%, respectively,
during the period. The small-company stocks' first quarter performance was
characterized by a high degree of volatility, triggered by fairly sharp swings
in the bond market and several late-quarter preannouncements of earnings
disappointments. Most noteworthy, in the first quarter, though, was the
continued correction in many technology stocks.

In the second quarter, small-company stocks also saw positive gains, on an
absolute and relative basis, versus larger stocks. Supporting the sector were
strong cash flows into small-capitalization and aggressive-growth mutual funds,
particularly during the months of April and May. June proved difficult, however.
After a strong start - both the Nasdaq and Russell indices hit all-time highs on
June 5 - small-cap stocks suffered a sharp correction over the next several
weeks, one that took a particularly heavy toll on technology issues. Triggering
the selloff was a series of preannouncements of earnings disappointments among
technology companies (notably Cyrix and Advanced Micro Devices), which fed
concerns about earnings prospects for the sector as a whole. Adding fuel to the
fire were quarter-end "window dressing" activities among fund managers and
institutions, whose shift out of small-capitalization (especially technology)
stocks and into larger-cap, blue-chip issues exacerbated the selling pressure.
Finally, fund inflows into the sector slowed to a trickle, and more than a few
funds were faced with net redemptions, forcing managers to sell into a falling
market.

All told, it was a trying month for small-cap investors. But renewed buying in
the last several trading sessions of the month and subsequent to the quarter's
close suggests that investor interest remains healthy, recent volatility
notwithstanding.

PORTFOLIO STRATEGY
We made few significant changes to the portfolio in terms of its industry
concentrations or specific holdings. We remain bullish on one group of
companies in particular - those that provide business services. The argument
for these companies, broadly speaking, is that they stand to benefit directly
from the ongoing downsizing and outsourcing of corporate America. U.S.
companies continue to shed internal functions that can be performed by outside
providers, and a number of these outside providers have specialized services
and/or niche products that suggest strong growth in earnings going forward. An
example of such is Catalina Marketing Corporation (0.8% of the portfolio as of
June 30), a leader in point-of-scan electronic marketing. The company's
marketing network, which is installed at a large and growing number of
supermarket checkout counters, delivers checkout coupons for specific products
directly to consumers based on their purchases. This provides a targeted and    
cost-effective marketing mechanism for consumer-products and food
manufacturers.

Elsewhere, the Portfolio maintains exposure to the health-care sector (12.2% of
the portfolio). These stocks in general fared well during the second quarter,
sidestepping much of the volatility that beset other segments of the market. We
remain positive on the prospects for selected makers of medical devices, in
particular, and these represent a significant portion of the Portfolio's
health-care weighting. The Portfolio also holds the stocks of a number of
promising companies in the pharmaceutical area (7.8% of the portfolio). Its
largest holding here, Gilead Sciences (1.2%), recently announced that the FDA
has cleared it to market a drug for the treatment of a virus that causes
blindness in AIDS patients. This stands to have a sizable impact on the
company's sales over time.
        
The Portfolio's holdings in computers (15.3% of the portfolio as of June 30) and
electronics (8.7%) were not wholly immune to the correction in technology
stocks, but relative to the broader sector they held up well. There remains the
potential for further near-team weakness in the technology area, given the
lingering surplus in inventories. In this type of environment, we believe that
selectivity remains particularly important. Hence we have maintained our focus
on companies with proprietary technologies, expanding margins and recurring
revenues. We continue to avoid semiconductor manufacturers and other makers of
commodity-type products, which in general were hit hardest during the recent
downdraft.

We remain cautious with regard to the booming IPO market as well. New issuance
reached a record level in the second quarter, and many of these companies have
been afforded valuations that far exceed any reasonable assessment of their
earnings prospects. This is particularly so in the case of Internet-related


                                       31
<PAGE>   32


SMALL COMPANY GROWTH PORTFOLIO (CONT'D)

companies. While there are clearly companies coming to market that are worthy of
consideration, selectivity and caution remain our watchwords here.

Meanwhile, investors' preoccupation with IPOs has drawn attention away from a
number of very promising areas. These include more-established companies in
media, direct marketing, consumer products and retail, and we have selectively
added names to the portfolio from these areas over the past several months.

OUTLOOK
We remain positive, in general, on the small-cap sector's prospects. Smaller
companies continue to generate superior rates of earnings growth vs. larger
companies, which should result in further investor attention for these stocks in
the coming months. Also arguing for the relative outperformance of small-cap
stocks is the strengthening dollar, which has had a negative impact on the
earnings of large-cap, multinational firms but relatively limited effect on
those of smaller, more domestically oriented companies.

There are several forces that have the potential to constrain the small-cap
sector on a near-term basis, however. One is the ongoing flood of supply coming
into the market, whether in the form of IPOs or secondary offerings. Another is
the ongoing inventory correction in the technology sector. Finally, this is an
election year, and politics has a history of unwelcome intrusions on the
financial markets.

These factors notwithstanding, we remain optimistic, and look forward to the
months ahead.


                                       32
<PAGE>   33
FUND PERFORMANCES-THE BEST OF AMERICA(R) IV


     TOTAL RETURN: ASSUMING CONTRACT NOT SURRENDERED** (NON-STANDARDIZED)
         APPROXIMATE PERCENT CHANGE IN NET ASSETS WITH CAPITAL GAINS
                       AND INCOME DIVIDENDS REINVESTED

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                    Non-Annualized Percent Change***          Annualized Percent Change***
                                              Inception    1 Yr. to     5 Yr. to    Inception to   5 Yr. to   Inception to
 Funds++                                       Date*+       6/30/96     6/30/96+      6/30/96+      6/30/96      6/30/96
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>           <C>          <C>          <C>          <C>   
  DREYFUS CORPORATION
  Socially Responsible Growth Fund, Inc.      10/06/93       22.82%           NA*        54.06%         NA*       17.14%
  Stock Index Fund                            09/29/89       23.88%        89.52%       108.27%      13.64%       11.48%

  FIDELITY VIP FUND & VIP FUND II
  Equity-Income Portfolio                     10/09/86       20.50%       123.09%       196.16%      17.41%       11.81%
  Growth Portfolio                            10/09/86       19.53%       132.39%       249.59%      18.37%       13.74%
  High Income Portfolio                       09/19/85       14.04%        99.76%       193.22%      14.84%       10.50%
  Overseas Portfolio                          01/28/87       11.69%        51.59%        78.33%       8.68%        6.33%
  Asset Manager Portfolio                     09/06/89       15.08%        60.18%        89.84%       9.88%        9.86%
  Contrafund Portfolio                        01/03/95       19.37%           NA*        48.26%         NA*       30.26%

  NATIONWIDE SEPARATE ACCOUNT TRUST
  Capital Appreciation Fund                   04/15/92       27.91%           NA*        55.10%         NA*       10.99%
  Government Bond Fund                        11/08/82        3.06%        40.40%       189.86%       7.02%        8.11%
  Money Market Fund                           11/10/81        3.96%        14.94%       129.01%       2.82%        5.82%
  Small Company Fund                          10/23/95          NA*           NA*        33.25%         NA*       51.84%
  Total Return Fund                           11/08/82       19.20%        93.22%       462.68%      14.08%       13.50%

  NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
  Growth Portfolio                            09/10/84       12.90%        65.53%       266.81%      10.61%       11.64%
  Limited Maturity Bond Portfolio             09/10/84        3.28%        25.46%       120.04%       4.64%        6.91%
  Partners Portfolio                          03/22/94       24.97%           NA*        45.42%         NA*       17.89%

  OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Bond Fund                                   04/30/85        4.26%        41.27%       144.79%       7.15%        8.35%
  Global Securities Fund                      11/12/90        7.73%        69.69%        59.22%      11.16%        8.61%
  Multiple Strategies Fund                    02/09/87       12.07%        66.56%       139.27%      10.74%        9.74%

  STRONG VIF FUNDS
  Strong Discovery Fund II                    05/08/92       11.84%           NA*        57.36%         NA*       11.56%
  Strong International Stock Fund II          10/20/95          NA*           NA*        15.38%         NA*       22.83%
  Strong Special Fund II                      05/08/92       17.76%           NA*        92.58%         NA*       17.13%

  TCI PORTFOLIOS, INC.
  TCI Balanced                                05/01/91       11.71%        57.88%        52.20%       9.56%        8.47%
  TCI Growth                                  11/20/87        9.81%        65.75%       141.35%      10.63%       10.77%
  TCI International                           05/01/94       14.28%           NA*        11.20%         NA*        5.02%

  VAN ECK WORLDWIDE INSURANCE TRUST
  Gold and Natural Resources Fund             09/01/89       17.05%        64.89%        53.10%      10.52%        6.44%
  Worldwide Bond Fund++                       09/01/89       -1.07%        28.52%        40.39%       5.15%        5.09%

  VAN KAMPEN AMERICAN CAPITAL
  LIFE INVESTMENT TRUST
  Real Estate Securities Fund                 07/03/95          NA*           NA*        16.00%         NA*       16.11%

  WARBURG PINCUS TRUST
  International Equity Portfolio              06/30/95          NA*           NA*        16.46%         NA*       16.43%
  Small Company Growth Portfolio              06/30/95          NA*           NA*        40.97%         NA*       40.87%


<FN>
  *  Performance information is not available for all or part of the period
     indicated (See Fund Inception Date).

 **  SEC and NASD regulations require that any reporting of product performance
     be accompanied by standardized data and the disclosures are on the
     following page. Please review this information and a product prospectus
     before investing.

***  Percent change in unit value price represents total return after the
     deduction of a 1.3% annual asset fee.

  +  Numbers in this column represent the total percentage change in the unit
     value for the period indicated. This is not an annual return figure.

 ++  Funds are neither insured nor guaranteed by the U.S. Government. For the
     Money Market Fund, there is no assurance that a stable $1 fund NAV (used to
     calculate Unit Value) can be maintained. Figures quoted represent past
     performance and returns can fluctuate.

 *+  Performance for some funds reflects performance for periods before the fund
     was actually available in the separate account. That hypothetical
     performance is calculated by imposing contract charges on actual fund
     performance, to determine how the fund would have performed if it had been
     available in the separate account.

 ++  Formerly Global Bond Fund.

</TABLE>

                                       33
<PAGE>   34

FUND PERFORMANCES-THE BEST OF AMERICA(R) IV (cont'd)

           TOTAL RETURN: ASSUMING CONTRACT SURRENDERED (STANDARDIZED)

         APPROXIMATE PERCENT CHANGE IN NET ASSETS WITH CAPITAL GAINS
                       AND INCOME DIVIDENDS REINVESTED

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                           Inception    1 Yr. to     5 Yr. to      10 Yr. to  Inception to
  Funds++                                                   Date*+       6/30/96      6/30/96       6/30/96      6/30/96
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>           <C>             <C>         <C>
  DREYFUS CORPORATION
  Socially Responsible Growth Fund, Inc.                   10/06/93        14.42%           NA*         NA*       12.66%
  Stock Index Fund                                         09/29/89        15.48%        10.76%         NA*        8.61%

  FIDELITY VIP FUND & VIP FUND II
  Equity-Income Portfolio                                  10/09/86        12.10%        14.86%         NA*        9.39%
  Growth Portfolio                                         10/09/86        11.13%        15.84%         NA*       11.51%
  High Income Portfolio                                    09/19/85         5.64%        12.37%       7.04%        8.22%
  Overseas Portfolio                                       01/28/87         3.29%         5.72%         NA*        3.33%
  Asset Manager Portfolio                                  09/06/89         6.68%         7.01%         NA*        7.20%
  Contrafund Portfolio                                     01/03/95        10.97%           NA*         NA*       23.10%

  NATIONWIDE SEPARATE ACCOUNT TRUST
  Capital Appreciation Fund                                04/15/92        19.51%           NA*         NA*        6.83%
  Government Bond Fund                                     11/08/82        -5.34%         4.06%       4.56%        5.91%
  Money Market Fund                                        11/10/81        -4.44%        -0.57%       1.69%        3.81%
  Small Company Fund                                       10/23/95           NA*           NA*         NA*       41.84%
  Total Return Fund                                        11/08/82        10.80%        11.41%       7.22%       11.94%

  NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
  Growth Portfolio                                         09/10/84         4.50%         7.63%       6.60%        9.83%
  Limited Maturity Bond Portfolio                          09/10/84        -5.12%         1.46%       2.67%        4.69%
  Partners Portfolio                                       03/22/94        16.57%           NA*         NA*       12.01%

  OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Bond Fund                                                04/30/85        -4.14%         4.18%       4.91%        5.90%
  Global Securities Fund                                   11/12/90        -0.67%         8.40%         NA*        5.35%
  Multiple Strategies Fund                                 02/09/87         3.67%         7.89%         NA*        7.23%

  STRONG VIF FUNDS
  Strong Discovery Fund II                                 05/08/92         3.44%           NA*         NA*        7.52%
  Strong International Stock Fund II                       10/20/95           NA*           NA*         NA*       12.83%
  Strong Special Fund II                                   05/08/92         9.36%           NA*         NA*       13.45%

  TCI PORTFOLIOS, INC.
  TCI Balanced                                             05/01/91         3.31%         6.65%         NA*        4.82%
  TCI Growth                                               11/20/87         1.41%         7.71%         NA*        8.35%
  TCI International                                        05/01/94         5.88%           NA*         NA*       -1.47%

  VAN ECK WORLDWIDE INSURANCE TRUST
  Gold and Natural Resources Fund                          09/01/89         8.65%         7.57%         NA*        3.12%
  Worldwide Bond Fund++                                    09/01/89        -9.23%         2.04%         NA*        2.13%

  VAN KAMPEN AMERICAN CAPITAL
  LIFE INVESTMENT TRUST
  Real Estate Securities Fund                              07/03/95           NA*           NA*         NA*        6.11%

  WARBURG PINCUS TRUST
  International Equity Portfolio                           06/30/95           NA*           NA*         NA*          NA*
  Small Company Growth Portfolio                           06/30/95           NA*           NA*         NA*          NA*

<FN>
     The above illustration represents past fund performance based on a $1,000
     hypothetical investment. The performance figures reflect the deduction of a
     1.3% annual asset fee, a $30 annual administrative charge, and a maximum of
     a 6.0% contingent deferred sales charge (after one year, declining
     thereafter). They also reflect the application of an annual 10% free
     withdrawal privilege available after the first year. Investment principal
     and investment returns are not guaranteed under these variable options.
     Account values at the time of redemption may be more or less than the
     purchase payment, due to market fluctuations and any specific charges that
     may apply. This is neither an offer to sell nor a solicitation to buy
     securities. The results shown are not a representation of future investment
     performance. Any comparisons should be made only after a recognition of the
     differences in the investment policies and objectives of the funds'
     investments. This report is authorized for distribution to prospective
     investors only when preceded or accompanied by prospectuses containing more
     complete information, which should be read carefully before investing or
     sending money.

 *   Performance information is not available for all or part of the period
     indicated (See Fund Inception Date).

++   Funds are neither insured nor guaranteed by the U.S. Government. For the
     Money Market Fund, there is no assurance that a stable $1 fund NAV (used to
     calculate Unit Value) can be maintained. Figures quoted represent past
     performance and returns can fluctuate.

*+   Performance for some funds reflects performance for periods before the fund
     was actually available in the separate account. That hypothetical
     performance is calculated by imposing contract charges on actual fund
     performance, to determine how the fund would have performed if it had been
     available in the separate account.

++   Formerly Global Bond Fund.

</TABLE>

                                       34
<PAGE>   35
FUND PERFORMANCES-THE BEST OF AMERICA(R) IV (cont'd)
                           AMERICA'S VISION ANNUITY(SM)

      TOTAL RETURN: ASSUMING CONTRACT NOT SURRENDERED** (NON-STANDARDIZED)

         APPROXIMATE PERCENT CHANGE IN NET ASSETS WITH CAPITAL GAINS
                       AND INCOME DIVIDENDS REINVESTED

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                     Non-Annualized Percent Change***          Annualized Percent Change***
                                               Inception    1 Yr. to     5 Yr. to    Inception to   5 Yr. to   Inception to
 Funds++                                        Date*+       6/30/96     6/30/96+      6/30/96+      6/30/96      6/30/96
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>          <C>           <C>          <C>          <C>   
  DREYFUS CORPORATION
  Socially Responsible Growth Fund, Inc.      10/06/93       22.70%           NA*        53.64%         NA*       17.02%
  Stock Index Fund                            09/29/89       23.76%        88.61%       106.92%      13.53%       11.37%

  FIDELITY VIP FUND & VIP FUND II
  Equity-Income Portfolio                     10/09/86       20.37%       122.07%       193.45%      17.30%       11.71%
  Growth Portfolio                            10/09/86       19.41%       131.32%       246.41%      18.26%       13.63%
  High Income Portfolio                       09/19/85       13.93%        98.85%       190.14%      14.74%       10.39%
  Overseas Portfolio                          01/28/87       11.58%        50.86%        76.69%       8.57%        6.23%
  Asset Manager Portfolio                     09/06/89       14.96%        59.42%        88.59%       9.78%        9.76%
  Contrafund Portfolio                        01/03/95       19.25%           NA*        48.04%         NA*       30.13%

  NATIONWIDE SEPARATE ACCOUNT TRUST
  Capital Appreciation Fund                   04/15/92       27.78%           NA*        54.46%         NA*       10.88%
  Government Bond Fund                        11/08/82        2.96%        39.73%       185.97%       6.92%        8.01%
  Money Market Fund                           11/10/81        3.85%        14.36%       126.07%       2.72%        5.73%
  Small Company Fund                          10/23/95          NA*           NA*        33.15%         NA*       51.69%
  Total Return Fund                           11/08/82       19.08%        92.32%       455.29%      13.97%       13.39%

  NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
  Growth Portfolio                            09/10/84       12.78%        64.75%       262.80%      10.50%       11.54%
  Limited Maturity Bond Portfolio             09/10/84        3.18%        24.84%       117.59%       4.54%        6.81%
  Partners Portfolio                          03/22/94       24.85%           NA*        45.09%         NA*       17.77%

  OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Bond Fund                                   04/30/85        4.16%        40.59%       142.22%       7.05%        8.24%
  Global Securities Fund                      11/12/90        7.62%        68.91%        58.38%      11.05%        8.51%
  Multiple Strategies Fund                    02/09/87       11.96%        65.76%       137.14%      10.64%        9.63%

  STRONG VIF FUNDS
  Strong Discovery Fund II                    05/08/92       11.73%           NA*        56.72%         NA*       11.45%
  Strong International Stock Fund II          10/20/95          NA*           NA*        15.30%         NA*       22.71%
  Strong Special Fund II                      05/08/92       17.64%           NA*        91.83%         NA*       17.02%

  TCI PORTFOLIOS, INC.
  TCI Balanced                                05/01/91       11.59%        57.12%        51.43%       9.46%        8.36%
  TCI Growth                                  11/20/87        9.70%        64.95%       139.38%      10.53%       10.67%
  TCI International                           05/01/94       14.16%           NA*        10.96%         NA*        4.92%

  VAN ECK WORLDWIDE INSURANCE TRUST
  Gold and Natural Resources Fund             09/01/89       16.93%        64.09%        52.04%      10.41%        6.33%
  Worldwide Bond Fund++                       09/01/89       -1.17%        27.88%        39.46%       5.04%        4.99%

  VAN KAMPEN AMERICAN CAPITAL
  LIFE INVESTMENT TRUST
  Real Estate Securities Fund                 07/03/95          NA*           NA*        15.89%         NA*       15.99%

  WARBURG PINCUS TRUST
  International Equity Portfolio              06/30/95          NA*           NA*        16.35%         NA*       16.31%
  Small Company Growth Portfolio              06/30/95          NA*           NA*        40.83%         NA*       40.73%

<FN>
  *  Performance information is not available for all or part of the period
     indicated (See Fund Inception Date).

 **  SEC and NASD regulations require that any reporting of product performance
     be accompanied by standardized data and the disclosures are on the
     following page. Please review this information and a product prospectus
     before investing.

***  Percent change in unit value price represents total return after the
     deduction of a 1.4% annual asset fee.

  +  Numbers in this column represent the total percentage change in the unit
     value for the period indicated. This is not an annual return figure.

 ++  Funds are neither insured nor guaranteed by the U.S. Government. For the
     Money Market Fund, there is no assurance that a stable $1 fund NAV (used to
     calculate Unit Value) can be maintained. Figures quoted represent past
     performance and returns can fluctuate.

 *+  Performance for some funds reflects performance for periods before the fund
     was actually available in the separate account. That hypothetical
     performance is calculated by imposing contract charges on actual fund
     performance, to determine how the fund would have performed if it had been
     available in the separate account.

 ++  Formerly Global Bond Fund.

</TABLE>

                                       35
<PAGE>   36

FUND PERFORMANCES-The BEST OF AMERICA(R) IV (cont'd)
                  AMERICA'S VISION ANNUITY(SM)



           TOTAL RETURN: ASSUMING CONTRACT SURRENDERED (STANDARDIZED)

         APPROXIMATE PERCENT CHANGE IN NET ASSETS WITH CAPITAL GAINS
                       AND INCOME DIVIDENDS REINVESTED


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
  Funds++                                                   Inception    1 Yr. to     5 Yr. to      10 Yr. to  Inception to
                                                             Date*+       6/30/96      6/30/96       6/30/96      6/30/96
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>              <C>          <C>         <C>
  DREYFUS CORPORATION
  Socially Responsible Growth Fund, Inc.                   10/06/93        17.30%           NA*         NA*       15.75%
  Stock Index Fund                                         09/29/89        18.36%        13.31%         NA*       11.30%

  FIDELITY VIP FUND & VIP FUND II
  Equity-Income Portfolio                                  10/09/86        14.97%        17.11%         NA*       11.71%
  Growth Portfolio                                         10/09/86        14.01%        18.08%         NA*       13.63%
  High Income Portfolio                                    09/19/85         8.53%        14.53%       9.44%       10.39%
  Overseas Portfolio                                       01/28/87         6.18%         8.31%         NA*        6.23%
  Asset Manager Portfolio                                  09/06/89         9.56%         9.53%         NA*        9.68%
  Contrafund Portfolio                                     01/03/95        13.85%           NA*         NA*       26.93%

  NATIONWIDE SEPARATE ACCOUNT TRUST
  Capital Appreciation Fund                                04/15/92        22.38%           NA*         NA*       10.42%
  Government Bond Fund                                     11/08/82        -2.44%         6.64%       6.95%        8.01%
  Money Market Fund                                        11/10/81        -1.55%         2.39%       4.29%        5.73%
  Small Company Fund                                       10/23/95           NA*           NA*         NA*       44.69%
  Total Return Fund                                        11/08/82        13.68%        13.76%       9.58%       13.39%

  NEUBERGER & BERMAN ADVISERS
  MANAGEMENT TRUST
  Growth Portfolio                                         09/10/84         7.38%        10.26%       8.92%       11.54%
  Limited Maturity Bond Portfolio                          09/10/84        -2.22%         4.23%       6.55%        6.81%
  Partners Portfolio                                       03/22/94        19.45%           NA*         NA*       16.15%

  OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Bond Fund                                                04/30/85        -1.24%         6.78%       7.27%        8.24%
  Global Securities Fund                                   11/12/90         2.22%        10.82%         NA*        8.29%
  Multiple Strategies Fund                                 02/09/87         6.56%        10.39%         NA*        9.63%

  STRONG VIF FUNDS
  Strong Discovery Fund II                                 05/08/92         6.33%           NA*         NA*       10.98%
  Strong International Stock Fund II                       10/20/95           NA*           NA*         NA*       15.71%
  Strong Special Fund II                                   05/08/92        12.24%           NA*         NA*       16.62%

  TCI PORTFOLIOS, INC.
  TCI Balanced                                             05/01/91         6.19%         9.21%         NA*        8.11%
  TCI Growth                                               11/20/87         4.30%        10.29%         NA*       10.67%
  TCI International                                        05/01/94         8.76%           NA*         NA*        2.93%

  VAN ECK WORLDWIDE INSURANCE TRUST
  Gold and Natural Resources Fund                          09/01/89        11.53%        10.17%         NA*        6.24%
  Worldwide Bond Fund++                                    09/01/89        -6.50%         4.74%         NA*        4.89%

  VAN KAMPEN AMERICAN CAPITAL
  LIFE INVESTMENT TRUST
  Real Estate Securities Fund                              07/03/95           NA*           NA*         NA*        8.99%

  WARBURG PINCUS TRUST
  International Equity Portfolio                           06/30/95           NA*           NA*         NA*          NA*
  Small Company Growth Portfolio                           06/30/95           NA*           NA*         NA*          NA*

<FN>
     The above illustration represents past fund performance based on a $1,000
     hypothetical investment. The performance figures reflect the deduction of a
     1.4% annual asset fee, and a maximum of a 6.0% contingent deferred sales
     charge (after one year, declining thereafter). They also reflect the
     application of an annual 10% free withdrawal privilege available after the
     first year. Investment principal and investment returns are not guaranteed
     under these variable options. Account values at the time of redemption may
     be more or less than the purchase payment, due to market fluctuations and
     any specific charges that may apply. This is neither an offer to sell nor a
     solicitation to buy securities. The results shown are not a representation
     of future investment performance. Any comparisons should be made only after
     a recognition of the differences in the investment policies and objectives
     of the funds' investments. This report is authorized for distribution to
     prospective investors only when preceded or accompanied by prospectuses
     containing more complete information, which should be read carefully before
     investing or sending money.


 *   Performance information is not available for all or part of the period
     indicated (See Fund Inception Date).

++   Funds are neither insured nor guaranteed by the U.S. Government. For the
     Money Market Fund, there is no assurance that a stable $1 fund NAV (used to
     calculate Unit Value) can be maintained. Figures quoted represent past
     performance and returns can fluctuate.

*+   Performance for some funds reflects performance for periods before the fund
     was actually available in the separate account. That hypothetical
     performance is calculated by imposing contract charges on actual fund
     performance, to determine how the fund would have performed if it had been
     available in the separate account.

++   Formerly Global Bond Fund.

</TABLE>

                                       36
<PAGE>   37

                     [THIS PAGE LEFT BLANK INTENTIONALLY]





                                       37
<PAGE>   38

                         NATIONWIDE VARIABLE ACCOUNT-II

          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                                  JUNE 30, 1996
                                   (UNAUDITED)


<TABLE>

<S>                                                              <C>
ASSETS:                                                          

Investments at market value:

 American VI Series - Growth Fund (AVISGro)
   582,613 shares (cost $16,399,057) ........................    $   22,949,119

 American VI Series - High-Yield Bond Fund (AVISHiYld)
   206,903 shares (cost $2,818,520) .........................         2,857,334

 American VI Series - U.S. Government/AAA-Rated
 Securities Fund (AVISGvt)
   636,132 shares (cost $7,284,883) .........................         6,914,759

 The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
   2,191,779 shares (cost $40,897,870) ......................        41,315,035

 Dreyfus Stock Index Fund (DryStkIx)
   13,153,640 shares (cost $227,126,703) ....................       246,236,146

 Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
   83,056,524 shares (cost $1,383,084,137) ..................     1,617,941,087

 Fidelity VIP - Growth Portfolio (FidVIPGr)
   51,036,397 shares (cost $1,314,858,349) ..................     1,534,154,101
 
 Fidelity VIP - High Income Portfolio (FidVIPHI)
   39,836,071 shares (cost $458,142,551) ....................       469,268,918

 Fidelity VIP - Overseas Portfolio (FidVIPOv)
   31,963,537 shares (cost $523,553,958) ....................       571,508,038

 Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
   56,072,339 shares (cost $803,373,931) ....................       876,410,662

 Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)
   19,814,430 shares (cost $277,734,777) ....................       292,857,281

 Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
   4,176,852 shares (cost $60,834,735) ......................        61,566,801

 Nationwide SAT - Government Bond Fund (NSATGvtBd)
   23,978,103 shares (cost $262,528,225) ....................       259,682,857

 Nationwide SAT - Money Market Fund (NSATMyMkt)
   861,477,339 shares (cost $861,477,339) ...................       861,477,339

 Nationwide SAT - Small Company Fund (NSATSmCo)
   5,633,175 shares (cost $72,928,054) ......................        75,484,539

 Nationwide SAT - Total Return Fund (NSATTotRe)
   35,375,704 shares (cost $376,367,740) ....................       438,658,724

 Neuberger &Berman - Growth Portfolio (NBAMTGro)
   16,019,756 shares (cost $377,047,311) ....................       400,173,507

</TABLE>


                                       38
<PAGE>   39
<TABLE>
<CAPTION>

<S>                                                                                <C> 
      Neuberger & Berman - Limited Maturity Bond Portfolio (NBAMTLMat)
         14,698,828 shares (cost $207,482,279) ................................       198,581,163

      Neuberger & Berman - Partners Portfolio (NBAMTPart)
         14,141,646 shares (cost $188,618,758) ................................       202,084,128

      Oppenheimer - Bond Fund (OppBdFd)
         15,405,694 shares (cost $176,883,530) ................................       175,933,025

      Oppenheimer - Global Securities Fund (OppGlSec)
         15,500,000 shares (cost $240,831,146) ................................       251,720,000

      Oppenheimer - Multiple Strategies Fund (OppMult)
         13,311,237 shares (cost $181,810,005) ................................       195,542,067

      Strong VIF - Strong Discovery Fund II (StDisc2)
         20,447,566 shares (cost $242,540,552) ................................       217,153,152

      Strong VIF - Strong International Stock Fund II (StIntStk2)
         3,979,078 shares (cost $43,992,328) ..................................        46,037,933

      Strong VIF - Strong Special Fund II (StSpec2)
         30,127,645 shares (cost $466,056,820) ................................       527,836,334

      TCI Portfolios - TCI Balanced (TCIBal)
         16,081,191 shares (cost $102,602,099) ................................       114,337,271

      TCI Portfolios - TCI Growth (TCIGro)
         46,972,256 shares (cost $491,268,405) ................................       509,648,974

      TCI Portfolios - TCI International (TCIInt)
         12,944,784 shares (cost $68,565,876) .................................        72,361,342

      Van Eck - Gold and Natural Resources Fund (VEGoldNR)
         8,744,113 shares (cost $142,662,962) .................................       136,845,365

      Van Eck - Worldwide Bond Fund (VEWrldBd)
         9,487,139 shares (cost $104,588,321) .................................       100,563,671

      Van Kampen American Capital LIT - Real Estate Securities Fund (VKACRESec)
         2,340,676 shares (cost $25,901,739) ..................................        27,245,464

      Warburg Pincus - International Equity Portfolio (WPIntEq)
         20,059,154 shares (cost $224,137,236) ................................       234,892,693

      Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
         17,471,086 shares (cost $236,226,320) ................................       249,487,114
                                                                                 ----------------
            Total investments .................................................    11,039,725,943

   Accounts receivable ........................................................           127,592
                                                                                 ----------------
            Total assets ......................................................    11,039,853,535
                                                                                 ----------------

ACCOUNTS PAYABLE ..............................................................        13,766,164
                                                                                 ----------------
CONTRACT OWNERS' EQUITY (NOTE 4) ..............................................  $ 11,026,087,371
                                                                                 ================
</TABLE>


See accompanying notes to financial statements.

                                       39
<PAGE>   40

                         NATIONWIDE VARIABLE ACCOUNT-II

         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

              SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                               1996                1995                1994
                                                           -------------       -------------      -------------
<S>                                                      <C>                  <C>                <C>        
INVESTMENT ACTIVITY:                                                      
   Reinvested capital gains and dividends ...........    $   495,906,167         170,525,233        158,339,492
                                                           -------------       -------------      -------------
   Gain (loss) on investments:                                            
      Proceeds from redemptions of mutual fund shares      1,967,876,246       1,211,633,108      1,087,466,532
      Cost of mutual fund shares sold ...............     (1,758,291,868)     (1,181,005,197)    (1,004,808,655)
                                                           -------------       -------------      -------------
      Realized gain (loss) on investments ...........        209,584,378          30,627,911         82,657,877
      Change in unrealized gain (loss) on investments       (130,563,043)        535,928,728       (403,595,018)
                                                           -------------       -------------      -------------
         Net gain (loss) on investments .............         79,021,335         566,556,639       (320,937,141)
                                                           -------------       -------------      -------------
            Net investment activity .................        574,927,502         737,081,872       (162,597,649)
                                                           -------------       -------------      -------------
                                                                          
EQUITY TRANSACTIONS:                                                      
   Purchase payments received from contract owners ..      1,972,163,955         922,253,557      1,128,419,582
   Redemptions ......................................       (281,918,535)       (236,286,576)       (95,904,811)
   Annuity benefits .................................           (358,015)           (165,324)           (81,598)
   Adjustments to maintain reserves .................            421,277            (131,372)           (22,380)
                                                           -------------       -------------      -------------
            Net equity transactions .................      1,690,308,682         685,670,285      1,032,410,793
                                                           -------------       -------------      -------------
                                                                          
EXPENSES (NOTE 2):                                                        
   Contract charges .................................        (69,462,592)        (44,196,040)       (30,535,787)
   Contingent deferred sales charges ................         (4,582,242)         (4,140,173)        (1,775,071)
                                                           -------------       -------------      -------------
            Total expenses ..........................        (74,044,834)        (48,336,213)       (32,310,858)
                                                           -------------       -------------      -------------
                                                                          
                                                                          
NET CHANGE IN CONTRACT OWNERS' EQUITY ...............      2,191,191,350       1,374,415,944        837,502,286
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .........      8,834,896,021       5,710,804,653      3,940,796,154
                                                           -------------       -------------      -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...............   $ 11,026,087,371       7,085,220,597      4,778,298,440
                                                          ==============       =============      ============= 
</TABLE>                                                                    
                                                                            


See accompanying notes to financial statements.

                                       40
<PAGE>   41


                         NATIONWIDE VARIABLE ACCOUNT-II

                          NOTES TO FINANCIAL STATEMENTS

                          JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) Organization and Nature of Operations

      The Nationwide Variable Account-II (the Account) was established pursuant
to a resolution of the Board of Directors of Nationwide Life Insurance Company
(the Company) on October 7, 1981. The Account has been registered as a unit
investment trust under the Investment Company Act of 1940.

      The Company offers tax qualified and non-tax qualified Individual Deferred
Variable Annuity Contracts, and Individual Modified Single Premium Deferred
Variable Annuity Contracts through the Account. The primary distribution for the
contracts is through the brokerage community; however, other distributors are
utilized.

   (b) The Contracts

      Only contracts without a front-end sales charge, but with a contingent
deferred sales charge and certain other fees are offered for purchase. See note
2 for a discussion of contract expenses.

      With certain exceptions, contract owners in either the accumulation or the
payout phase may invest in the following:

         Funds of the American Variable Insurance Series (American VI Series)
         (available only for contracts issued on or after May 1, 1987 and before
         September 1, 1989);
            American VI Series - Growth Fund (AVISGro) 
            American VI Series - High-Yield Bond Fund (AVISHiYld) 
            American VISeries - U.S. Government/AAA-Rated Securities Fund 
            (AVISGvt)

         The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)

         Dreyfus Stock Index Fund (DryStkIx) (formerly Dreyfus Life and 
         Annuity Index Fund, Inc. (DLAI))

         Portfolios of the Fidelity Variable Insurance Products Fund (Fidelity
         VIP);
            Fidelity VIP - Equity-Income Portfolio (FidVIPEI) 
            Fidelity VIP - Growth Portfolio (FidVIPGr) 
            Fidelity VIP - High Income Portfolio (FidVIPHI) 
            Fidelity VIP - Overseas Portfolio (FidVIPOv)

         Portfolios of the Fidelity Variable Insurance Products Fund II 
         (Fidelity VIP-II);
            Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
            Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)

         Funds of the Nationwide Separate Account Trust (Nationwide SAT) 
         (managed for a fee by an affiliated investment advisor);
            Nationwide SAT - Capital Appreciation Fund (NSATCapAp) 
            Nationwide SAT - Government Bond Fund (NSATGvtBd) 
            Nationwide SAT - Money Market Fund (NSATMyMkt) 
            Nationwide SAT - Small Company Fund (NSATSmCo)
            Nationwide SAT - Total Return Fund (NSATTotRe)

         Portfolios of the Neuberger & Berman Advisers Management Trust
         (Neuberger & Berman); 
            Neuberger & Berman - Growth Portfolio (NBAMTGro) 
            Neuberger & Berman - Limited Maturity Bond Portfolio (NBAMTLMat) 
            Neuberger & Berman - Partners Portfolio (NBAMTPart)

         Funds of the Oppenheimer Variable Account Funds (Oppenheimer);
            Oppenheimer - Bond Fund (OppBdFd)


                                       41
<PAGE>   42


            Oppenheimer - Global Securities Fund (OppGlSec)
            Oppenheimer - Multiple Strategies Fund (OppMult)

         Funds of the Strong Variable Insurance Funds, Inc. (Strong VIF);
            Strong VIF - Strong Discovery Fund II (StDisc2)
            Strong VIF - Strong International Stock Fund II (StIntStk2)
            Strong VIF - Strong Special Fund II (StSpec2)

         Portfolios of the TCIPortfolios, Inc. (TCI Portfolios); 
            TCI Portfolios - TCI Balanced (TCIBal) 
            TCI Portfolios - TCI Growth (TCIGro)
            TCI Portfolios - TCI International (TCIInt)

         Funds of the Van Eck Worldwide Insurance Trust (Van Eck);
            Van Eck - Gold and Natural Resources Fund (VEGoldNR)
            Van Eck - Worldwide Bond Fund (VEWrldBd)
               (formerly Van Eck - Global Bond Fund (VEGlobBd)

         Fund of the Van Kampen American Capital Life Investment Trust 
         (Van Kampen American Capital LIT);
            Van Kampen American Capital LIT - Real Estate Securities Fund 
            (VKACRESec)

         Portfolios of the Warburg Pincus Trust (Warburg Pincus);
            Warburg Pincus - International Equity Portfolio (WPIntEq)
            Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr))

      At June 30, 1996, contract owners have invested in all of the above funds.
The contract owners' equity is affected by the investment results of each fund,
equity transactions by contract owners and certain contract expenses (see note
2).

      The accompanying financial statements include only contract owners'
purchase payments pertaining to the variable portions of their contracts and
exclude any purchase payments for fixed dollar benefits, the latter being
included in the accounts of the Company.

   (c) Security Valuation, Transactions and Related Investment Income

      The market value of the underlying mutual funds is based on the closing
net asset value per share at June 30, 1996. The cost of investments sold is
determined on the specific identification basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date.

   (d) Federal Income Taxes

      Operations of the Account form a part of, and are taxed with, operations
of the Company which is taxed as a life insurance company under the Internal
Revenue Code.

      The Company does not provide for income taxes within the Account. Taxes
are the responsibility of the contract owner upon termination or withdrawal.

   (e) Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, if any, at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. 

(2) EXPENSES

      The Company does not deduct a sales charge from purchase payments received
from the contract owners. However, if any part of the contract value of such
contracts is surrendered the Company will, with certain exceptions, deduct from
a contract owner's contract value a contingent deferred sales charge. For
contracts issued prior to December 15, 1988, the contingent deferred sales
charge will be equal to 5% of the lesser of the total of all purchase payments
made within 96 months prior to the date of the request for surrender or the
amount surrendered. For contracts issued on or after December 15, 1988, the
Company will deduct a contingent deferred sales

                                       42
<PAGE>   43

charge not to exceed 7% of the lesser of purchase payments or the amount
surrendered, such charge declining 1% per year, to 0%, after the purchase
payment has been held in the contract for 84 months. No sales charges are
deducted on redemptions used to purchase units in the fixed investment options
of the Company.

      The following administrative charges are deducted by the Company: (a) for
The BEST OF AMERICA(R) contracts, an annual contract maintenance charge of $30,
with certain exceptions, which is satisfied by surrendering units; and (b) for
The BEST OF AMERICA(R) contracts issued prior to December 15, 1988, a charge for
mortality and expense risk assessed through the daily unit value calculation
equal to an annual rate of 0.80% and 0.50%, respectively; for The BEST OF
AMERICA(R) contracts issued on or after December 15, 1988, a mortality risk
charge, an expense risk charge and an administration charge assessed through the
daily unit value calculation equal to an annual rate of 0.80%, 0.45% and 0.05%,
respectively; for The BEST OF AMERICA(R) America's Vision Annuity contracts, a
mortality risk charge, an expense risk charge and an administration charge
assessed through the daily unit value calculation equal to an annual rate of
0.80%, 0.45% and 0.15%, respectively; and for The BEST OF AMERICA(R) Nationwide
Insurance Enterprise Annuity contracts, a mortality risk charge assessed through
the daily unit value calculation equal to an annual rate of 0.80%.

(3) SCHEDULE I

      Schedule I presents the components of the change in the unit values, which
are the basis for contract owners' equity. This schedule is presented for each
series, as applicable, in the following format:

            o  Beginning unit value - Jan. 1

            o  Reinvested capital gains and dividends
               (This amount reflects the increase in the unit value due to
               capital gains and dividend distributions from the underlying
               mutual funds.)

            o  Unrealized gain (loss)
               (This amount reflects the increase (decrease) in the unit value
               resulting from the market appreciation (depreciation) of the
               underlying mutual funds.)

            o  Contract charges
               (This amount reflects the decrease in the unit value due to the
               mortality risk charge, an expense risk charge and an
               administration charge discussed in note 2.)

            o  Ending unit value - June 30 

            o  Percentage increase (decrease) in unit value.

      For contracts in the payout phase, an assumed investment return of 3.5%,
used in the calculation of the annuity benefit payment amount, results in a
corresponding reduction in the components of the unit values as shown in
Schedule I.

                                       43
<PAGE>   44

(4) COMPONENTS OF CONTRACT OWNERS' EQUITY

      The following is a summary of contract owners' equity at June 30, 1996, 
for each series, in both the accumulation and payout phases.

<TABLE>
<CAPTION>
Contract owners' equity represented by:                  UNITS     UNIT VALUE
   Contracts in accumulation phase:                      -----     ----------
      The BEST OF AMERICA(R) Nationwide Insurance
      Enterprise Annuity contracts:
         The Dreyfus Socially Responsible Growth Fund, Inc.:
<S>                                                      <C>       <C>            <C>
   Tax qualified ...................................     1,495     $ 11.204749    $ 16,751
   Non-tax qualified ...............................     3,221       11.204749      36,090
Dreyfus Stock Index Fund:                                                              
   Tax qualified ...................................     4,136       11.583239      47,908
   Non-tax qualified ...............................     4,663       11.583239      54,013
Fidelity VIP - Equity-Income Portfolio:                                                
   Tax qualified ...................................    19,417       11.313345     219,671
   Non-tax qualified ...............................    13,417       11.313345     151,791
Fidelity VIP - Growth Portfolio:                                                       
   Tax qualified ...................................    27,205       10.635254     289,332
   Non-tax qualified ...............................    15,170       10.635254     161,337
Fidelity VIP - High Income Portfolio:                                                  
   Tax qualified ...................................     4,794       10.852552      52,027
   Non-tax qualified ...............................     4,388       10.852552      47,621
Fidelity VIP - Overseas Portfolio:                                                     
   Tax qualified ...................................       495       11.220990       5,554
   Non-tax qualified ...............................     1,089       11.220990      12,220
Fidelity VIP-II - Asset Manager Portfolio:                                             
   Tax qualified ...................................     1,645       11.100868      18,261
   Non-tax qualified ...............................     1,425       11.100868      15,819
Fidelity VIP-II - Contrafund Portfolio:                                                
   Tax qualified ...................................     6,452       11.007489      71,020
   Non-tax qualified ...............................     9,938       11.007489     109,392
Nationwide SAT - Capital Appreciation Fund:                                            
   Tax qualified ...................................     4,507       11.818524      53,266
   Non-tax qualified ...............................     9,725       11.818524     114,935
Nationwide SAT - Government Bond Fund:                                                 
   Tax qualified ...................................     1,660       10.056023      16,693
   Non-tax qualified ...............................       937       10.056023       9,422
Nationwide SAT - Money Market Fund:                                                    
   Tax qualified ...................................    12,609       10.288630     129,729
   Non-tax qualified ...............................     3,229       10.288630      33,222
Nationwide SAT - Small Company Fund:                                                   
   Tax qualified ...................................     5,624       13.359217      75,132
   Non-tax qualified ...............................    15,511       13.359217     207,215
Nationwide SAT - Total Return Fund:                                                    
   Tax qualified ...................................    18,729       11.353116     212,633
   Non-tax qualified ...............................    40,234       11.353116     456,781
Neuberger & Berman - Growth Portfolio:                                                  
   Tax qualified ...................................     6,606       10.503102      69,383
   Non-tax qualified ...............................     6,849       10.503102      71,936
Neuberger & Berman - Limited Maturity Bond Portfolio:                                   
   Tax qualified ...................................       173       10.170120       1,759
   Non-tax qualified ...............................    16,724       10.170120     170,085
Neuberger & Berman - Partners Portfolio:                                                
   Tax qualified ...................................     3,571       11.828353      42,239
   Non-tax qualified ...............................     7,692       11.828353      90,984
Oppenheimer - Bond Fund:                                                               
   Tax qualified ...................................     3,767       10.212348      38,470
   Non-tax qualified ...............................     1,134       10.212348      11,581
Oppenheimer - Global Securities Fund:                                                  
   Tax qualified ...................................       974       10.878077      10,595
   Non-tax qualified ...............................     1,068       10.878077      11,618
                                                                                     
</TABLE>

                                       44
<PAGE>   45
<TABLE>
<CAPTION>

<S>                                                       <C>                  <C>           <C>   
   Oppenheimer - Multiple Strategies Fund:
      Tax qualified ..................................         1,298           10.895425          14,142 
      Non-tax qualified ..............................         1,636           10.895425          17,825 
   Strong VIF - Strong Discovery Fund II:                                                             
      Tax qualified ..................................           445           10.186026           4,533 
      Non-tax qualified ..............................         3,071           10.186026          31,281 
   Strong VIF - Strong International Stock Fund II:                                                   
      Tax qualified ..................................            44           11.499815             506 
      Non-tax qualified ..............................           770           11.499815           8,855 
   Strong VIF - Strong Special Fund II:                                                               
      Tax qualified ..................................         5,784           11.311583          65,426 
      Non-tax qualified ..............................         3,861           11.311583          43,674 
   TCI Portfolios - TCI Balanced:                                                                      
      Tax qualified ..................................         1,393           10.704305          14,911 
      Non-tax qualified ..............................           813           10.704305           8,703 
   TCI Portfolios - TCI Growth:                                                                        
      Tax qualified ..................................         7,593            9.976596          75,752 
      Non-tax qualified ..............................         5,691            9.976596          56,777 
   TCI Portfolios - TCI International:                                                                 
      Tax qualified ..................................            75           11.068051             830 
      Non-tax qualified ..............................           835           11.068051           9,242 
   Van Eck - Gold and Natural Resources Fund:                                                         
      Tax qualified ..................................           748           12.174213           9,106 
      Non-tax qualified ..............................         8,119           12.174213          98,842 
   Van Eck - Worldwide Bond Fund:                                                                     
      Tax qualified ..................................           496            9.862660           4,892 
      Non-tax qualified ..............................            81            9.862660             799 
   Van Kampen American Capital LIT - Real Estate                                                      
   Securities Fund:                                                                                   
      Tax qualified ..................................           258           11.448399           2,954 
      Non-tax qualified ..............................         8,773           11.448399         100,437 
   Warburg Pincus - International Equity Portfolio:                                                   
      Tax qualified ..................................         4,361           11.349219          49,494 
      Non-tax qualified ..............................         3,162           11.349219          35,886 
   Warburg Pincus - Small Company Growth Portfolio:                                                   
      Tax qualified ..................................         7,385           12.682494          93,660 
      Non-tax qualified ..............................        16,794           12.682494         212,990 
The BEST OF AMERICA(R) contracts:                                                                     
   American VI Series - Growth Fund:                                                                  
      Tax qualified ..................................       519,716           22.721587      11,808,772 
      Non-tax qualified ..............................       490,122           22.721587      11,136,350 
   American VI Series - High-Yield Fund:                                                              
      Tax qualified ..................................        73,476           21.416005       1,573,562 
      Non-tax qualified ..............................        59,509           21.416005       1,274,445 
   American VI Series - U.S. Government Fund:                                                         
      Tax qualified ..................................       209,265           17.663439       3,696,340 
      Non-tax qualified ..............................       182,076           17.663439       3,216,088 
   The Dreyfus Socially Responsible Growth Fund, Inc.:                                                
      Tax qualified ..................................       979,719           15.405852      15,093,406 
      Non-tax qualified ..............................       686,800           15.405852      10,580,739 
   Dreyfus Stock Index Fund:                                                                          
      Tax qualified ..................................     4,346,126           14.879261      64,667,143 
      Non-tax qualified ..............................     3,938,604           14.879261      58,603,517 
   Fidelity VIP - Equity-Income Portfolio:                                                            
      Tax qualified ..................................    22,970,750           26.150020     600,685,572 
      Non-tax qualified ..............................    20,686,547           26.150020     540,953,618 
   Fidelity VIP - Growth Portfolio:                                                                   
      Tax qualified ..................................    17,021,436           37.409979     636,771,563 
      Non-tax qualified ..............................    14,060,350           37.409979     525,997,398 
   Fidelity VIP - High Income Portfolio:                                                              
      Tax qualified ..................................     5,965,874           23.256374     138,744,597 
      Non-tax qualified ..............................     6,919,004           23.256374     160,910,945 
                                                                                          
</TABLE>

                                       45
<PAGE>   46
<TABLE>
<CAPTION>
<S>                                                     <C>                  <C>             <C>        
Fidelity VIP - Overseas Portfolio:
   Tax qualified ...................................    14,558,724           15.834080       230,524,001
   Non-tax qualified ...............................    14,200,705           15.834080       224,855,099
Fidelity VIP-II - Asset Manager Portfolio:                                                           
   Tax qualified ...................................    22,237,917           18.980198       422,080,068
   Non-tax qualified ...............................    14,843,474           18.980198       281,732,076
Fidelity VIP-II - Contrafund Portfolio:                                                              
   Tax qualified ...................................     6,385,380           11.909276        76,045,253
   Non-tax qualified ...............................     6,073,803           11.909276        72,334,596
Nationwide SAT - Capital Appreciation Fund:                                                          
   Tax qualified ...................................     1,218,917           15.819141        19,282,220
   Non-tax qualified ...............................     1,436,856           15.819141        22,729,828
Nationwide SAT - Government Bond Fund:                                                               
   Tax qualified ...................................     3,986,134           28.993984       115,573,905
   Non-tax qualified ...............................     3,141,103           28.917399        90,832,529
Nationwide SAT - Money Market Fund:                                                                  
   Tax qualified ...................................    11,346,842           21.727837       246,542,333
   Non-tax qualified ...............................    13,934,776           21.727837       302,772,542
Nationwide SAT - Small Company Fund:                                                                 
   Tax qualified ...................................     1,721,945           13.324666        22,944,342
   Non-tax qualified ...............................     1,715,782           13.324666        22,862,222
Nationwide SAT - Total Return Fund:                                                                  
   Tax qualified ...................................     3,212,396           56.239676       180,664,110
   Non-tax qualified ...............................     2,839,449           54.791489       155,577,639
Neuberger & Berman - Growth Portfolio:                                                                
   Tax qualified ...................................     6,019,684           29.026457       174,730,099
   Non-tax qualified ...............................     5,048,289           29.026457       146,533,944
Neuberger & Berman - Limited Maturity Bond Portfolio:                                                 
   Tax qualified ...................................     3,889,686           16.253806        63,222,202
   Non-tax qualified ...............................     3,588,047           16.253806        58,319,420
Neuberger & Berman - Partners Portfolio:                                                              
   Tax qualified ...................................     3,473,903           15.062794        52,326,685
   Non-tax qualified ...............................     3,744,460           15.062794        56,402,030
Oppenheimer - Bond Fund:                                                                             
   Tax qualified ...................................     3,549,866           16.617511        58,989,937
   Non-tax qualified ...............................     3,011,017           16.617511        50,035,608
Oppenheimer - Global Securities Fund:                                                                
   Tax qualified ...................................     7,334,074           12.274429        90,021,571
   Non-tax qualified ...............................     5,085,269           12.274429        62,418,773
Oppenheimer - Multiple Strategies Fund:                                                              
   Tax qualified ...................................     4,678,280           16.699977        78,127,168
   Non-tax qualified ...............................     3,699,491           16.699977        61,781,415
Strong VIF - Strong Discovery Fund II:                                                               
   Tax qualified ...................................     4,945,895           15.735659        77,826,917
   Non-tax qualified ...............................     4,492,937           15.735659        70,699,325
Strong VIF - Strong International Stock Fund II:                                                     
   Tax qualified ...................................     1,154,976           11.527275        13,313,726
   Non-tax qualified ...............................     1,377,209           11.527275        15,875,467
Strong VIF - Strong Special Fund II:                                                                 
   Tax qualified ...................................    10,782,483           19.258405       207,653,425
   Non-tax qualified ...............................     9,085,209           19.258405       174,966,634
TCI Portfolios - TCI Balanced:                                                                        
   Tax qualified ...................................     3,273,555           13.495531        44,178,363
   Non-tax qualified ...............................     2,580,250           13.495531        34,821,844
TCI Portfolios - TCI Growth:                                                                          
   Tax qualified ...................................     9,877,829           25.255758       249,472,059
   Non-tax qualified ...............................     7,002,019           25.255758       176,841,297
TCI Portfolios - TCI International:                                                                   
   Tax qualified ...................................     2,073,333           11.089936        22,993,130
   Non-tax qualified ...............................     1,683,641           11.089936        18,671,471
                                                                                          
</TABLE>

                                       46
<PAGE>   47

<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>                <C>          
   Van Eck - Gold and Natural Resources Fund:
      Tax qualified ........................................     3,103,935           15.309802          47,520,630   
      Non-tax qualified ....................................     3,600,503           15.309802          55,122,988   
   Van Eck - Worldwide Bond Fund:                                                                                 
      Tax qualified ........................................     2,693,597           14.039464          37,816,658   
      Non-tax qualified ....................................     2,637,175           14.039464          37,024,523   
   Van Kampen American Capital LIT - Real Estate                                                                  
   Securities Fund:                                                                                               
      Tax qualified ........................................       624,734           11.600253           7,247,072   
      Non-tax qualified ....................................       801,195           11.600253           9,294,065   
   Warburg Pincus - International Equity Portfolio:                                                               
      Tax qualified ........................................     5,369,126           11.646154          62,529,668   
      Non-tax qualified ....................................     5,852,984           11.646154          68,164,753   
   Warburg Pincus - Small Company Growth Portfolio:                                                               
      Tax qualified ........................................     4,883,677           14.096833          68,844,379   
      Non-tax qualified ....................................     5,113,943           14.096833          72,090,400   
The BEST OF AMERICA(R) America's Vision AnnuitySM contracts:                                                      
   The Dreyfus Socially Responsible Growth Fund, Inc.:                                                            
      Tax qualified ........................................       389,588           14.558006           5,671,624   
      Non-tax qualified ....................................       680,096           14.558006           9,900,842   
   Dreyfus Stock Index Fund:                                                                                      
      Tax qualified ........................................     3,193,799           14.795353          47,253,384   
      Non-tax qualified ....................................     5,098,850           14.795353          75,439,286   
   Fidelity VIP - Equity-Income Portfolio:                                                                        
      Tax qualified ........................................    13,205,505           15.067700         198,976,588   
      Non-tax qualified ....................................    18,348,104           15.067700         276,463,727   
   Fidelity VIP - Growth Portfolio:                                                                               
      Tax qualified ........................................    10,003,064           14.798110         148,026,441   
      Non-tax qualified ....................................    15,019,163           14.798110         222,255,226   
   Fidelity VIP - High Income Portfolio:                                                                          
      Tax qualified ........................................     5,380,518           12.473197          67,112,261   
      Non-tax qualified ....................................     8,198,353           12.473197         102,259,672   
   Fidelity VIP - Overseas Portfolio:                                                                             
      Tax qualified ........................................     3,855,429           12.157607          46,872,791   
      Non-tax qualified ....................................     5,669,811           12.157607          68,931,334   
   Fidelity VIP-II - Asset Manager Portfolio:                                                                     
      Tax qualified ........................................     6,315,881           11.597766          73,250,110   
      Non-tax qualified ....................................     8,511,218           11.597766          98,711,115   
   Fidelity VIP-II - Contrafund Portfolio:                                                                        
      Tax qualified ........................................     5,035,963           11.897364          59,914,685   
      Non-tax qualified ....................................     7,092,205           11.897364          84,378,544   
   Nationwide SAT - Capital Appreciation Fund:                                                                    
      Tax qualified ........................................       458,927           14.025199           6,436,543   
      Non-tax qualified ....................................       923,397           14.025199          12,950,827   
   Nationwide SAT - Government Bond Fund:                                                                         
      Tax qualified ........................................     2,112,956           10.937690          23,110,858   
      Non-tax qualified ....................................     2,746,585           10.937690          30,041,295   
   Nationwide SAT - Money Market Fund:                                                                            
      Tax qualified ........................................    10,568,539           10.875207         114,935,049   
      Non-tax qualified ....................................    16,842,588           10.875207         183,166,631   
   Nationwide SAT - Small Company Fund:                                                                           
      Tax qualified ........................................       719,770           13.315494           9,584,093   
      Non-tax qualified ....................................     1,487,927           13.315494          19,812,483   
   Nationwide SAT - Total Return Fund:                                                                            
      Tax qualified ........................................     3,177,410           13.799491          43,846,641   
      Non-tax qualified ....................................     4,126,263           13.799491          56,940,329   
   Neuberger & Berman - Growth Portfolio:                                                                          
      Tax qualified ........................................     2,405,985           12.902371          31,042,911   
      Non-tax qualified ....................................     3,671,472           12.902371          47,370,694   

</TABLE>

                                       47
<PAGE>   48
<TABLE>
<CAPTION>
<S>                                                        <C>               <C>               <C>          
   Neuberger & Berman - Limited Maturity Bond Portfolio:                    
      Tax qualified ...................................    2,674,634         10.742666          28,732,700  
      Non-tax qualified ...............................    4,476,536         10.742666          48,089,931  
   Neuberger & Berman - Partners Portfolio:                                                              
      Tax qualified ...................................    2,486,948         15.033711          37,388,058  
      Non-tax qualified ...............................    3,714,088         15.033711          55,836,526  
   Oppenheimer - Bond Fund:                                                                             
      Tax qualified ...................................    2,793,260         11.113663          31,043,350  
      Non-tax qualified ...............................    3,210,666         11.113663          35,682,260  
   Oppenheimer - Global Securities Fund:                                                                
      Tax qualified ...................................    3,876,468         11.266443          43,674,006  
      Non-tax qualified ...............................    4,933,223         11.266443          55,579,876  
   Oppenheimer - Multiple Strategies Fund:                                                              
      Tax qualified ...................................    1,915,877         12.403225          23,763,054  
      Non-tax qualified ...............................    2,564,844         12.403225          31,812,337  
   Strong VIF - Strong Discovery Fund II:                                                               
      Tax qualified ...................................    2,184,880         13.031119          28,471,431  
      Non-tax qualified ...............................    3,073,590         13.031119          40,052,317  
   Strong VIF - Strong International Stock Fund II:                                                     
      Tax qualified ...................................      543,996         11.519323           6,266,466  
      Non-tax qualified ...............................      917,888         11.519323          10,573,448  
   Strong VIF - Strong Special Fund II:                                                                 
      Tax qualified ...................................    4,341,867         14.152672          61,449,020  
      Non-tax qualified ...............................    5,898,078         14.152672          83,473,563  
   TCI Portfolios - TCI Balanced:                                                                        
      Tax qualified ...................................    1,141,581         12.445493          14,207,538  
      Non-tax qualified ...............................    1,695,042         12.445493          21,095,633  
   TCI Portfolios - TCI Growth:                                                                          
      Tax qualified ...................................    2,415,567         12.878727          31,109,428  
      Non-tax qualified ...............................    4,019,836         12.878727          51,770,370  
   TCI Portfolios - TCI International:                                                                   
      Tax qualified ...................................    1,108,513         11.068498          12,269,574  
      Non-tax qualified ...............................    1,663,993         11.068498          18,417,903  
   Van Eck - Gold and Natural Resources Fund:                                                           
      Tax qualified ...................................      978,536         12.568302          12,298,536  
      Non-tax qualified ...............................    1,736,106         12.568302          21,819,905  
   Van Eck - Worldwide Bond Fund:                                                                       
      Tax qualified ...................................      965,632         11.154611          10,771,249  
      Non-tax qualified ...............................    1,334,006         11.154611          14,880,318  
   Van Kampen American Capital LIT - Real Estate                                                        
   Securities Fund:                                                                                     
      Tax qualified ...................................      362,551         11.588646           4,201,475  
      Non-tax qualified ...............................      552,238         11.588646           6,399,691  
   Warburg Pincus - International Equity Portfolio:                                                     
      Tax qualified ...................................    3,464,074         11.634511          40,302,807  
      Non-tax qualified ...............................    5,484,434         11.634511          63,808,708  
   Warburg Pincus - Small Company Growth Portfolio:                                                     
      Tax qualified ...................................    3,140,848         14.082738          44,231,739  
      Non-tax qualified ...............................    4,545,515         14.082738          64,013,297  
                                                           =========         =========     
Reserves for annuity contracts in payout phase:                                             
      Tax qualified ...................................                                          2,463,122
      Non-tax qualified ...............................                                          2,439,285
                                                                                          ----------------
                                                                                          $ 11,026,087,371
                                                                                          ================
</TABLE>                                                                   

                                       48
<PAGE>   49
                                      
                     [THIS PAGE LEFT BLANK INTENTIONALLY]
                                      
                                      49
<PAGE>   50

                                                                      SCHEDULE I
                         NATIONWIDE VARIABLE ACCOUNT-II

                             THE BEST OF AMERICA(R)

                NATIONWIDE INSURANCE ENTERPRISE ANNUITY CONTRACTS

                       TAX QUALIFIED AND NON-TAX QUALIFIED

                        SCHEDULE OF CHANGES IN UNIT VALUE

                      SIX MONTH PERIOD ENDED JUNE 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                         DRYSRGRO     DRYSTKIX     FIDVIPEI     FIDVIPGR     FIDVIPHI     FIDVIPOV      FIDVIPAM  
                                         --------     --------     --------     --------     --------     --------      --------  
1996
<S>                                 <C>           <C>          <C>           <C>         <C>          <C>           <C>         
   Beginning unit value - Jan. 1      $10.330490    10.575706    10.729806     9.643317    10.155366    10.484931     10.533861   
- ----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                       .000000      .116778      .495196      .693009      .926355      .258087       .693290   
- ----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                .917733      .935005      .132652      .339444     (.187262)     .521178      (.083301)  
- ----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                     (.043474)    (.044250)    (.044309)    (.040516)    (.041907)    (.043206)     (.042982)  
- ----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30        $11.204749    11.583239    11.313345    10.635254    10.852552    11.220990     11.100868   
- ----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                            8%          10%           5%          10%           7%           7%            5%  
==================================================================================================================================
<CAPTION>

                                        FIDVIPCON    NSATCAPAP   NSATGVTBD  
                                        ---------    ---------   ---------  
<S>                                    <C>           <C>         <C>        
1996                                                                        
   Beginning unit value - Jan. 1       10.207482    10.763065    10.262495  
- ----------------------------------------------------------------------------
   Reinvested capital gains                                                 
     and dividends                       .096225      .095717      .313186  
- ----------------------------------------------------------------------------
   Unrealized gain (loss)                .745921     1.005409     (.479734) 
- ----------------------------------------------------------------------------
   Contract charges                     (.042139)    (.045667)    (.039924) 
- ----------------------------------------------------------------------------
   Ending unit value - June 30         11.007489    11.818524    10.056023  
- ----------------------------------------------------------------------------
   Percentage increase (decrease)                                           
     in unit value*                            8%          10%          (2)%
============================================================================                                        
<FN>
  * This is not an annualized rate of return as it is the change for a six month
    period and contract charges do not include the annual contract maintenance
    charge discussed in note 2.

</TABLE>

                                       50
<PAGE>   51


                                                           SCHEDULE I, CONTINUED
                         NATIONWIDE VARIABLE ACCOUNT-II

                             THE BEST OF AMERICA(R)

                NATIONWIDE INSURANCE ENTERPRISE ANNUITY CONTRACTS

                       TAX QUALIFIED AND NON-TAX QUALIFIED

                        SCHEDULE OF CHANGES IN UNIT VALUE

                      SIX MONTH PERIOD ENDED JUNE 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                       NSATMYMKT     NSATSMCO    NSATTOTRE     NBAMTGRO    NBAMTLMAT    NBAMTPART       OPPBDFD  
                                       ---------     --------    ---------     --------    ---------    ---------       -------  
1996
<S>                               <C>           <C>          <C>           <C>         <C>          <C>           <C>         
   Beginning unit value - Jan. 1     $10.076854    11.411037    10.500717     9.971367    10.180593    10.570046     10.287129   
- --------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                      .252298      .022417      .113701      .904925      .857039      .430854       .329318   
- --------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)               .000000     1.974966      .782511     (.331410)    (.827180)     .872821      (.363674)  
- --------------------------------------------------------------------------------------------------------------------------------
   Contract charges                    (.040522)    (.049203)    (.043813)    (.041780)    (.040332)    (.045368)     (.040425)  
- --------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30       $10.288630    13.359217    11.353116    10.503102    10.170120    11.828353     10.212348   
- --------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                           2%          17%           8%           5%           0%          12%           (1)%  
================================================================================================================================
<CAPTION>

                                        OPPGLSEC      OPPMULT     STDISC2
                                        --------      -------     -------
<S>                                   <C>          <C>         <C>
1996 
   Beginning unit value - Jan. 1                                         
- ---------------------------------------------------------------------------
   Reinvested capital gains           10.087683    10.302692    10.468286  
     and dividends                                                         
- ---------------------------------------------------------------------------
   Unrealized gain (loss)               .000000      .532197     1.988969  
- ---------------------------------------------------------------------------
   Contract charges                     .832304      .102884    (2.229959) 
- ---------------------------------------------------------------------------
   Ending unit value - June 30         (.041910)    (.042348)    (.041270) 
- ---------------------------------------------------------------------------
   Percentage increase (decrease)     10.878077    10.895425    10.186026  
     in unit value*                                                        
                                              8%           6%          (3)%
===========================================================================
<FN>                                     
  * This is not an annualized rate of return as it is the change for a six month
    period and contract charges do not include the annual contract maintenance
    charge discussed in note 2.

</TABLE>

                                       51

<PAGE>   52

                                                           SCHEDULE I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                             THE BEST OF AMERICA(R)

                NATIONWIDE INSURANCE ENTERPRISE ANNUITY CONTRACTS

                       TAX QUALIFIED AND NON-TAX QUALIFIED

                        SCHEDULE OF CHANGES IN UNIT VALUE

                      SIX MONTH PERIOD ENDED JUNE 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                       STINTSTK2      STSPEC2       TCIBAL       TCIGRO       TCIINT     VEGOLDNR      VEWRLDBD  
                                       ---------      -------       ------       ------       ------     --------      --------  
1996
<S>                               <C>           <C>          <C>           <C>         <C>          <C>           <C>         
   Beginning unit value - Jan. 1     $10.176527    10.587949    10.216536     9.880281    10.355977    11.060595     10.113918   
- ------------------------------------------------------------------------------------------------------------------------------- 
  Reinvested capital gains
     and dividends                      .024770      .462571      .419336     1.108725      .246392      .234696       .275985   
- ------------------------------------------------------------------------------------------------------------------------------- 
   Unrealized gain (loss)              1.341631      .305401      .109807     (.972694)     .508000      .928739      (.487899)  
- ------------------------------------------------------------------------------------------------------------------------------- 
   Contract charges                    (.043113)    (.044338)    (.041374)    (.039716)    (.042318)    (.049817)     (.039344)  
- ------------------------------------------------------------------------------------------------------------------------------- 
   Ending unit value - June 30       $11.499815    11.311583    10.704305     9.976596    11.068051    12.174213      9.862660   
- ------------------------------------------------------------------------------------------------------------------------------- 
   Percentage increase (decrease)
     in unit value*                          13%           7%           5%           1%           7%          10%           (2)%  
===============================================================================================================================
<CAPTION>
                                  
                                       VKACRESEC      WPLNTEQ    WPSMCOGR 
                                       ---------      -------    -------- 
<S>                                    <C>         <C>         <C>
1996
   Beginning unit value - Jan. 1                                            
- ---------------------------------------------------------------------------- 
   Reinvested capital gains           10.597781    10.363169    11.154927    
     and dividends                                                          
- ---------------------------------------------------------------------------- 
   Unrealized gain (loss)               .007878      .000000      .000000    
- ---------------------------------------------------------------------------- 
   Contract charges                     .886009     1.029521     1.575162    
- ---------------------------------------------------------------------------- 
   Ending unit value - June 30         (.043269)    (.043471)    (.047595)   
- ---------------------------------------------------------------------------- 
   Percentage increase (decrease)     11.448399    11.349219    12.682494    
     in unit value*                                                         
                                              8%          10%          14%   
============================================================================
<FN>                                     
  * This is not an annualized rate of return as it is the change for a six month
    period and contract charges do not include the annual contract maintenance
    charge discussed in note 2.

</TABLE>

                                       52
<PAGE>   53

                                                           SCHEDULE I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                        THE BEST OF AMERICA(R) CONTRACTS

                       TAX QUALIFIED AND NON-TAX QUALIFIED

                       SCHEDULES OF CHANGES IN UNIT VALUE

               SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                            AVISGRO+       AVISHIYLD+         AVISGVT+         DRYSRGRO         DRYSTKIX        
                                            --------       ----------         --------         --------         --------        
1996
<S>                                    <C>                  <C>            <C>              <C>              <C>             
   Beginning unit value - Jan  1          $21.880052        20.729452        18.077072        14.239508        13.619180        
- ---------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           .080693          .975227          .648981          .000000          .150099        
- ---------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    .908124         (.151349)        (.947880)        1.263833         1.202696        
- ---------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.147282)        (.137325)        (.114734)        (.097489)        (.092714)        
- ---------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $22.721587        21.416005        17.663439        15.405852        14.879261        
- ---------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                                                
     in unit value*                                4%               3%              (2)%              8%               9% 
===========================================================================================================================
1995
   Beginning unit value - Jan  1          $16.632869        17.247186        15.872495        10.721141        10.087774        
- --------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           .074355          .897922          .611524          .000000          .124481        
- --------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   3.770963         1.417507          .809335         1.896930         1.870512        
- --------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.119098)        (.119805)        (.107849)        (.074579)        (.071982)        
- --------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $20.359089        19.442810        17.185505        12.543492        12.010785        
- --------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                               22%              13%               8%              17%              19%
==========================================================================================================================
1994
   Beginning unit value - Jan  1          $16.767635        18.696382        16.810323        10.702195        10.130946        
- --------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           .057260          .775747          .507555          .000000          .053552        
- --------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   (.900041)       (1.508055)       (1.365891)        (.078944)        (.411473)        
- --------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.107474)        (.118729)        (.105856)        (.069748)        (.065023)        
- --------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $15.817380        17.845345        15.846131        10.553503         9.708002        
- --------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                               (6)%             (5)%             (6)%             (1)%             (4)%
==========================================================================================================================
<CAPTION>
                                            FIDVIPEI          FIDVIPGR        FIDVIPHI         FIDVIPOV         FIDVIPAM        
                                            --------          --------        --------         --------         --------        
<S>                                        <C>              <C>               <C>             <C>               <C>
1996                                                                                                                            
   Beginning unit value - Jan  1           24.863579         34.006052       21.817076        14.832631        18.056027        
- ---------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                                                                                                     
     and dividends                          1.146951          2.442671        1.989184          .364935          1.187807        
- --------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    .306549          1.193697        (.403349)         .735947         (.143776)        
- ---------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.167059)         (.232441)       (.146537)        (.099433)        (.119860)        
- ---------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $26.150020         37.409979       23.256374        15.834080        18.980198        
- ---------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                                                               
     in unit value*                                5%               10%              7%               7%               5% 
===========================================================================================================================
1995                                       18.646331         25.451479       18.327364        13.701507        15.641016   
   Beginning unit value - Jan  1                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                 1.201543           .140639        1.326946          .104797          .328525   
     and dividends                          1.986096          5.884004         .864880          .459307          .628331   
- ---------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   (.131974)         (.178074)       (.126640)        (.088974)        (.104185)   
- ---------------------------------------------------------------------------------------------------------------------------
   Contract charges                        21.701996         31.298048       20.392550        14.176637        16.493687   
- ---------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30                                                                                            
- ---------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)                 16%               23%             11%               3%               5%        
     in unit value*                                                                                                        
===========================================================================================================================
1994                                       17.644458         25.790764       18.859652        13.646118        16.874276   
   Beginning unit value - Jan  1                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                 1.106857          1.551366        1.728139          .070437          .808805   
     and dividends                          (.903868)        (4.028170)      (1.999862)         .342566        (1.774776) 
- ---------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   (.115606)         (.163685)       (.122788)        (.091421)        (.106828)   
- ---------------------------------------------------------------------------------------------------------------------------
   Contract charges                        17.731841         23.150275       18.465141        13.967700        15.801477   
- ---------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30                                                                                            
- ---------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)                  0%              (10)%            (2)%              2%              (6)%       
     in unit value*                                                                                                        
===========================================================================================================================
<CAPTION>
                                           FIDVIPCON         NSATCAPAP          
                                           ---------         --------- 
<S>                                        <C>               <C>       
1996                                                                   
   Beginning unit value - Jan  1           11.071500         14.442619 
- -----------------------------------------------------------------------
   Reinvested capital gains                                            
     and dividends                           .104321           .128194 
- -----------------------------------------------------------------------
   Unrealized gain (loss)                    .807826          1.348024 
- -----------------------------------------------------------------------
   Contract charges                         (.074371)         (.099696)
- -----------------------------------------------------------------------
   Ending unit value - June 30             11.909276         15.819141 
- -----------------------------------------------------------------------
   Percentage increase (decrease)                                      
     in unit value*                                8%               10%
=======================================================================

1995                                                                   
   Beginning unit value - Jan  1                  **         11.311683 
- -----------------------------------------------------------------------
   Reinvested capital gains                                            
     and dividends                                             .108494 
- -----------------------------------------------------------------------
   Unrealized gain (loss)                                     1.024511 
- -----------------------------------------------------------------------
   Contract charges                                           (.077176)
- -----------------------------------------------------------------------
   Ending unit value - June 30                               12.367512
- -----------------------------------------------------------------------
   Percentage increase (decrease)                                    
     in unit value*                                                  9%
=======================================================================
1994                                                         
   Beginning unit value - Jan  1                  **         11.564256                  
- -----------------------------------------------------------------------
   Reinvested capital gains                                       
     and dividends                                             .072046            
- -----------------------------------------------------------------------
   Unrealized gain (loss)                                     (.647961)  
- -----------------------------------------------------------------------
   Contract charges                                           (.073837)  
- -----------------------------------------------------------------------
   Ending unit value - June 30                               10.914504             
- -----------------------------------------------------------------------
   Percentage increase (decrease)                                   (6)% 
     in unit value*                                         
=======================================================================
<FN>

*    This is not an annualized rate of return as it is the change for a six
     month period and contract charges do not include the annual contract
     maintenance charge discussed in note 2.

**   This investment option was not being utilized or was not available.

  +  See note 1(b).

</TABLE>

                                       53
<PAGE>   54

                                                           Schedule I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                        THE BEST OF AMERICA(R) CONTRACTS

                       TAX QUALIFIED AND NON-TAX QUALIFIED

                       SCHEDULES OF CHANGES IN UNIT VALUE

              SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                    NSATGVTBD   NSATGVTBD                          NSATTOTRE   NSATTOTRE
                                       QUAL    NON-QUAL     NSATMYMKT    NSATSMCO       QUAL    NON-QUAL    NBAMTGRO  NBAMTLMAT 
- --------------------------------------------------------------------------------------------------------------------------------
1996
<S>                              <C>          <C>         <C>         <C>        <C>         <C>         <C>        <C>       
   Beginning unit value - Jan. 1   $29.663756   29.585401   21.334141   11.410135  52.147953   50.805130   27.626244  16.311479 
- --------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .903560     .901173     .533307     .022369    .563612     .549099    2.505038   1.372002 
- --------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)           (1.385546)  (1.381881)    .000000    1.972206   3.882125    3.782159    (.916500) (1.324533)
- --------------------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.187786)   (.187294)   (.139611)   (.080044)  (.354014)   (.344899)   (.188325)  (.105142)
- --------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30     $28.993984   28.917399   21.727837   13.324666  56.239676   54.791489   29.026457  16.253806 
- --------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                        (2)%        (2)%         2%         17%         8%          8%          5%         0%
================================================================================================================================
1995
   Beginning unit value - Jan. 1   $25.309101   25.242252   20.457373          **  40.926247   39.872391   21.247525  14.896724   
- --------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .871422     .869121     .578244                .632087     .615811     .751645    .827026   
- --------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            2.125236    2.119613     .000000               5.909912    5.757728    3.862638    .113755   
- --------------------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.174006)   (.173543)   (.135235)              (.286823)   (.279433)   (.151590)  (.100126)  
- --------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30     $28.131753   28.057443   20.900382              47.181423   45.966497   25.710218  15.737379   
- --------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                        11%         11%          2%                    15%         15%         21%         6%
================================================================================================================================
1994
   Beginning unit value - Jan. 1   $26.497619   26.427634   19.951530          **  41.023082   39.966728   22.656907  15.115753 
- --------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .790557     .788468     .315175                .506839     .493789    2.730116    .638336 
- --------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)           (1.839024)  (1.834168)    .000000               (.601419)   (.585928)  (4.971793)  (.811936)
- --------------------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.168140)   (.167694)   (.130165)              (.266845)   (.259972)   (.144165)  (.097122)
- --------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30     $25.281012   25.214240   20.136540              40.661657   39.614617   20.271065  14.845031 
- --------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                        (5)%        (5)%         1%                    (1)%        (1)%       (11)%       (2)%
================================================================================================================================

                                     NBAMTPART     OPPBDFD    OPPGISEC    OPPMULT  
                                   ----------------------------------------------      
1996                                 
   Beginning unit value - Jan. 1    13.494251   16.781326   11.411200   15.831164                                                
- -----------------------------------------------------------------------------------
   Reinvested capital gains       
     and dividends                    .549587     .536291     .000000     .816490      
- -----------------------------------------------------------------------------------
   Unrealized gain (loss)            1.113194    (.592798)    .940354     .158191   
- -----------------------------------------------------------------------------------
   Contract charges                  (.094238)   (.107308)   (.077125)   (.105868) 
- -----------------------------------------------------------------------------------
   Ending unit value - June 30      15.062794   16.617511   12.274429   16.699977
- -----------------------------------------------------------------------------------
   Percentage increase (decrease)      
     in unit value*                        12%         (1)%         8%          5%       
===================================================================================
1995                                                                               
   Beginning unit value - Jan. 1    10.017795   14.531774   11.307851   13.216172  
- -----------------------------------------------------------------------------------
   Reinvested capital gains                                                        
     and dividends                    .081856     .500661     .297358     .732021  
- -----------------------------------------------------------------------------------
   Unrealized gain (loss)            2.024505    1.005228    (.138646)   1.044690  
- -----------------------------------------------------------------------------------
   Contract charges                  (.071328)   (.099287)   (.072552)   (.091525) 
- -----------------------------------------------------------------------------------
   Ending unit value - June 30      12.052828   15.938376   11.394011   14.901358  
- -----------------------------------------------------------------------------------
   Percentage increase (decrease)                                                  
     in unit value*                        20%         10%          1%         13%         
===================================================================================
1994                                                                               
   Beginning unit value - Jan. 1           **   15.013579   12.151882   13.655607  
- -----------------------------------------------------------------------------------
   Reinvested capital gains                                                        
     and dividends                                .307123     .214070     .304003  
- -----------------------------------------------------------------------------------
   Unrealized gain (loss)                        (.617637)   (.784238)   (.857279) 
- -----------------------------------------------------------------------------------
   Contract charges                              (.096048)   (.078745)   (.087926) 
- -----------------------------------------------------------------------------------
   Ending unit value - June 30                  14.607017   11.502969   13.014405  
- -----------------------------------------------------------------------------------
   Percentage increase (decrease)                                                  
     in unit value*                                    (3)%        (5)%        (5)%        
===================================================================================
                                    
<FN>


*    This is not an annualized rate of return as it is the change for a six
     month period and contract charges do not include the annual contract
     maintenance charge discussed in note 2.

**   This investment option was not being utilized or was not available.
</TABLE>

                                       54
<PAGE>   55
                                                           SCHEDULE I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                        THE BEST OF AMERICA(R) CONTRACTS

                       TAX QUALIFIED and NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

              SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              STDISC2   STINTSTK2     STSPEC2     TCIBAL      TCIGRO      TCIINT   VEGOLDNR  
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>         <C>        <C>         <C>         <C>        <C>         
1996
   Beginning unit value - Jan. 1          $16.212409   10.226470   18.071722  12.912980   25.074858   10.402550  13.944310   
- -----------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          3.075769     .024830     .788521    .529252    2.810305     .247026    .295267   
- -----------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  (3.448525)   1.346478     .521307    .138384   (2.465402)    .509525   1.172409   
- -----------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.103994)   (.070503)   (.123145)  (.085085)   (.164003)   (.069165)  (.102184)  
- -----------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $15.735659   11.527275   19.258405  13.495531   25.255758   11.089936  15.309802   
- -----------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                              (3)%         13%          7%         5%          1%          7%        10%  
=============================================================================================================================

<CAPTION>
                                            VEWRLDBD   VKACRESEC     WPINTEQ   WPSMCOGR
                                          ---------------------------------------------
<S>                                       <C>         <C>         <C>        <C>
1996                                                                                   
   Beginning unit value - Jan. 1          14.433345   10.765351   10.661059  12.430073 
- ----------------------------------------------------------------------------------------
   Reinvested capital gains                                                            
     and dividends                          .393026     .007993     .000000    .000000 
- ----------------------------------------------------------------------------------------
   Unrealized gain (loss)                  (.695548)    .898434    1.057862   1.753051 
- ----------------------------------------------------------------------------------------
   Contract charges                        (.091359)   (.071525)   (.072767)  (.086291)
- ----------------------------------------------------------------------------------------
   Ending unit value - June 30            14.039464   11.600253   11.646154  14.096833 
- ----------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                      
     in unit value*                             (3)%          8%          9%       13% 
========================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                              STDISC2   STINTSTK2     STSPEC2     TCIBAL      TCIGRO      TCIINT   VEGOLDNR  
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>        <C>        <C>         <C>          <C>       <C>
1995
   Beginning unit value - Jan. 1          $12.143604           **  14.551898  10.801286   19.378026    9.392316  12.728311    
- -----------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           .003939                 .672317    .121391     .022298     .000000    .057905   
- -----------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   2.005248                1.228926   1.231991    3.733655     .372667    .375296   
- -----------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.082950)               (.098962)  (.073357)   (.134284)   (.060514)  (.081918)  
- -----------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $14.069841               16.354179  12.081311   22.999695    9.704469  13.079594   
- -----------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                               16%                     12%        12%         19%          3%         3%  
=============================================================================================================================

<CAPTION>
                                            VEWRLDBD   VKACRESEC     WPINTEQ   WPSMCOGR
                                          ---------------------------------------------
<S>                                       <C>          <C>           <C>       <C>
1995                                      
   Beginning unit value - Jan. 1          12.465907           **          **        **
- ---------------------------------------------------------------------------------------
   Reinvested capital gains                                                           
     and dividends                          .740897                                   
- ---------------------------------------------------------------------------------------
   Unrealized gain (loss)                  1.072724                                   
- ---------------------------------------------------------------------------------------
   Contract charges                        (.087874)                                  
- ---------------------------------------------------------------------------------------
   Ending unit value - June 30            14.191654                                   
- ---------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                     
     in unit value*                              14%                                  
=======================================================================================

</TABLE>

                                          

<TABLE>
<CAPTION>
                                              STDISC2   STINTSTK2     STSPEC2     TCIBAL      TCIGRO      TCIINT   VEGOLDNR  
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>        <C>        <C>         <C>             <C>    <C>
1994
   Beginning unit value - Jan. 1          $13.003747           **  14.230988  10.876699   19.864882           ** 13.544828    
- -----------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           .015219                 .039929    .118896     .002124                .038923   
- -----------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  (1.379808)                .081393   (.393386)  (1.397747)              (.770642)  
- -----------------------------------------------------------------------------------------------------------------------------
   Contract charges                         (.081350)               (.093796)  (.070972)   (.128593)              (.086919)  
- -----------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30            $11.557808               14.258514  10.531237   18.340666              12.726190   
- -----------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                             (11)%                      0%       (3)%        (8)%                   (6)%  
=============================================================================================================================

<CAPTION>
                                            VEWRLDBD   VKACRESEC     WPINTEQ   WPSMCOGR
                                          ---------------------------------------------
<S>                                        <C>         <C>           <C>       <C>
1994                                      
   Beginning unit value - Jan. 1           12.798654           **          **        **
- ---------------------------------------------------------------------------------------
   Reinvested capital gains                                                              
     and dividends                           .051478                                   
- ---------------------------------------------------------------------------------------
   Unrealized gain (loss)                   (.639324)                                  
- ---------------------------------------------------------------------------------------
   Contract charges                         (.080745)                                  
- ---------------------------------------------------------------------------------------
   Ending unit value - June 30             12.130063                                   
- ---------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                     
     in unit value*                              (5)%                                  
=======================================================================================

<FN>
 *   This is not an annualized rate of return as it is the change for a six
     month period and contract charges do not include the annual contract
     maintenance charge discussed in note 2.

**   This investment option was not being utilized or was not available.
</TABLE>

                                       55
<PAGE>   56
                                                           SCHEDULE I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                             THE BEST OF AMERICA(R)

                    AMERICA'S VISION ANNUITY(SM) CONTRACTS

                       TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

              SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     DRYSRGRO      DRYSTKIX    FIDVIPEI      FIDVIPGR       FIDVIPHI       FIDVIPOV      FIDVIPAM
                                     --------      --------    --------      --------       --------       --------      --------
<S>                              <C>            <C>         <C>           <C>            <C>            <C>           <C>           
1996
   Beginning unit value - Jan. 1   $13.462638     13.549203   14.333670     13.458405      11.707151      11.394419     11.038610
- ----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .000000       .149270     .661147       .966633       1.067306        .280317       .726101
- ----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            1.194663      1.196233     .176634       .472171       (.216560)       .565152      (.088017)
- ----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.099295)     (.099353)   (.103751)     (.099099)      (.084700)      (.082281)     (.078928)
- ----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 3      $14.558006     14.795353   15.067700     14.798110      12.473197      12.157607     11.597766
- ----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                         8%            9%          5%           10%             7%             7%            5%
==================================================================================================================================

<CAPTION>
                                   FIDVIPCONT      NSATCAPAP     NSATGVTBD
                                   ----------      ---------     ---------
<S>                                 <C>            <C>           <C>
1996                                
   Beginning unit value - Jan. 1    11.065996      12.811228     11.196001
- ---------------------------------------------------------------------------
   Reinvested capital gains          
     and dividends                    .104260        .113670       .340902
- ---------------------------------------------------------------------------
   Unrealized gain (loss)             .807177       1.195572      (.522858)
- ---------------------------------------------------------------------------
   Contract charges                  (.080069)      (.095271)     (.076355)
- ---------------------------------------------------------------------------
   Ending unit value - June 3       11.897364      14.025199     10.937690
- ---------------------------------------------------------------------------
   Percentage increase (decrease)    
     in unit value*                         8%             9%           (2)%
===========================================================================

</TABLE>




<TABLE>
<CAPTION>
                                     DRYSRGRO      DRYSTKIX    FIDVIPEI      FIDVIPGR       FIDVIPHI       FIDVIPOV      FIDVIPAM
                                     --------      --------    --------      --------       --------       --------      --------
<S>                                <C>            <C>         <C>           <C>            <C>            <C>           <C>
1995                              
   Beginning unit value - Jan. 1   $10.146464     10.046079   10.760332     10.082986       9.844496      10.536141      9.571852   
- ----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .000000       .123919     .693280       .055711        .712698        .080579       .201029   
- ----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            1.794712      1.862315    1.145789      2.330233        .464359        .352968       .384369   
- ----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.076040)     (.077211)   (.082041)     (.075995)      (.073280)      (.073695)     (.068685)  
- ----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30     $11.865136     11.955102   12.517360     12.392935      10.948273      10.895993     10.088565   
- ----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                        17%           19%         16%           23%            11%             3%            5%
==================================================================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   FIDVIPCONT      NSATCAPAP     NSATGVTBD
                                   ----------      ---------     ---------
<S>                                <C>            <C>           <C>
1995                                
   Beginning unit value - Jan. 1           **     10.044095      9.562079 
- --------------------------------------------------------------------------
   Reinvested capital gains                                                  
     and dividends                                  .096301       .329109 
- --------------------------------------------------------------------------
   Unrealized gain (loss)                           .909480       .802768 
- --------------------------------------------------------------------------
   Contract charges                                (.073817)     (.070815)
- --------------------------------------------------------------------------
   Ending unit value - June 30                    10.976059     10.623141 
- --------------------------------------------------------------------------
   Percentage increase (decrease)                                            
     in unit value*                                       9%           11%        
==========================================================================

</TABLE>



<TABLE>
<CAPTION>
                                     DRYSRGRO      DRYSTKIX    FIDVIPEI      FIDVIPGR       FIDVIPHI       FIDVIPOV      FIDVIPAM
                                     --------      --------    --------      --------       --------       --------      --------
<S>                                <C>            <C>         <C>           <C>            <C>            <C>           <C>
1994
   Beginning unit value - Jan. 1   $10.138790     10.099271   10.192462     10.227729      10.140663      10.504149     10.337032   
- ----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .000000       .053371     .639294       .615160        .929117        .054214       .495420   
- ----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            (.074722)     (.410025)   (.522035)    (1.596978)     (1.075108)       .263730     (1.086993)  
- ----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.071173)     (.069832)   (.071926)     (.069924)      (.071124)      (.075803)     (.070490)  
- ----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30     $ 9.992895      9.672785   10.237795      9.175987       9.923548      10.746290      9.674969   
- ----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                        (1)%          (4)%         0%          (10)%           (2)%            2%           (6)%
=================================================================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   FIDVIPCONT      NSATCAPAP     NSATGVTBD
                                   ----------      ---------     ---------
<S>                                <C>            <C>           <C>
1994                               
   Beginning unit value - Jan. 1           **     10.278752     10.021251 
- ---------------------------------------------------------------------------
   Reinvested capital gains                                                  
     and dividends                                  .064013       .298870 
- ---------------------------------------------------------------------------
   Unrealized gain (loss)                          (.575708)     (.695301)
- ---------------------------------------------------------------------------
   Contract charges                                (.070701)     (.068495)
- ---------------------------------------------------------------------------
   Ending unit value - June 30                     9.696356      9.556325 
- ---------------------------------------------------------------------------
   Percentage increase (decrease)                                            
     in unit value*                               (6)%          (5)%       
===========================================================================

<FN>
 *   This is not an annualized rate of return as it is the change for a six
     month period and contract charges do not include the annual contract
     maintenance charge discussed in note 2.

**   This investment option was not being utilized or was not available.
</TABLE>

                                       56
<PAGE>   57
                                                           SCHEDULE I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                             THE BEST OF AMERICA(R)

                      AMERICA'S VISION ANNUITY(SM) CONTRACTS

                       TAX QUALIFIED and NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

              SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      NSATMYMKT      NSATSMCO      NSATTOTRE      NBAMTGRO      NBAMTLMAT      NBAMTPART     
                                      ---------      --------      ---------      --------      ---------      ---------
<S>                                 <C>            <C>            <C>           <C>            <C>            <C>           
1996
   Beginning unit value - Jan. 1     $10.683538     11.408018      12.801951     12.286164      10.786223      13.474969     
- --------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                      2.66969       .022355        .138312      1.113872        .907105        .548709     
- --------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                .000000     1.971324        .952845      (.407450)      (.875768)      1.111392     
- --------------------------------------------------------------------------------------------------------------------------
   Contract charges                     (.075300)    (.086203)      (.093617)     (.090215)      (.074894)      (.101359)    
- --------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30        $10.875207    13.315494      13.799491     12.902371      10.742666      15.033711     
- --------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                            2%          17%             8%            5%             0%            12%          
==========================================================================================================================

</TABLE>



<TABLE>
<CAPTION>
                                        OPPBDFD       OPPGISEC        OPPMULT       STDISC2 
                                        -------       --------        -------       -------
<S>                                   <C>            <C>            <C>           <C>
1996                                                                                    
   Beginning unit value - Jan. 1      11.228877      10.479380      11.763879     13.432714 
- --------------------------------------------------------------------------------------------
   Reinvested capital gains                                                             
     and dividends                      .358725        .000000        .606529      2.547652 
- --------------------------------------------------------------------------------------------
   Unrealized gain (loss)              (.396602)       .863361        .117564     (2.856436)
- --------------------------------------------------------------------------------------------
   Contract charges                    (.077337)      (.076298)      (.084747)     (.092811)
- --------------------------------------------------------------------------------------------
   Ending unit value - June 30        11.113663      11.266443      12.403225     13.031119 
- --------------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                       
     in unit value*                          (1)%            8%             5%           (3)%        
============================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                     NSATMYMKT      NSATSMCO      NSATTOTRE      NBAMTGRO      NBAMTLMAT      NBAMTPART     
                                     ---------      --------      ---------      --------      ---------      ---------
<S>                                 <C>             <C>          <C>           <C>            <C>            <C>
1995
   Beginning unit value - Jan. 1    $10.254838            **     10.057257      9.458916       9.860649      10.013591     
- ------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .289801                     .155272       .334560        .547347        .081808     
- ------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              .000000                    1.451953      1.719045        .075241       2.023079     
- ------------------------------------------------------------------------------------------------------------------------
   Contract charges                   (.073024)                   (.075925)     (.072691)      (.071393)      (.076794)    
- ------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30      $10.471615                   11.588557     11.439830      10.411844      12.041684     
- ------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                          2%                         15%           21%             6%            20%           
========================================================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                       OPPBDFD       OPPGISEC        OPPMULT       STDISC2 
                                       -------       --------        -------       -------
<S>                                  <C>            <C>            <C>           <C>
1995                                
   Beginning unit value - Jan. 1      9.733460      10.394970       9.830640     10.071698 
- --------------------------------------------------------------------------------------------
   Reinvested capital gains                                                               
     and dividends                     .335231        .273289        .544345       .003266 
- --------------------------------------------------------------------------------------------
   Unrealized gain (loss)              .673162       (.127526)       .776892      1.662534 
- --------------------------------------------------------------------------------------------
   Contract charges                   (.071635)      (.071853)      (.073331)     (.074108)
- --------------------------------------------------------------------------------------------
   Ending unit value - June 30       10.670218      10.468880      11.078546     11.663390 
- --------------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                         
     in unit value*                         10%             1%            13%           16%        
============================================================================================

</TABLE>



<TABLE>
<CAPTION>
                                     NSATMYMKT      NSATSMCO      NSATTOTRE      NBAMTGRO      NBAMTLMAT      NBAMTPART     
                                     ---------      --------      ---------      --------      ---------      ---------
<S>                                 <C>             <C>          <C>           <C>            <C>             <C>
1994
   Beginning unit value - Jan. 1    $10.011385            **     10.091256     10.096549      10.015749              **    
- ------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .158124                     .124630      1.216477        .422915                    
- ------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              .000000                    (.147854)    (2.215015)      (.537925)                   
- ------------------------------------------------------------------------------------------------------------------------
   Contract charges                   (.070367)                   (.070710)     (.069211)      (.069317)                   
- ------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30      $10.099142                    9.997322      9.028800       9.831422                    
- ------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                          1%                         (1)%         (11)%           (2)%                         
========================================================================================================================

</TABLE>



<TABLE>
<CAPTION>
                                       OPPBDFD       OPPGISEC        OPPMULT       STDISC2 
                                       -------       --------        -------       -------
<S>                                  <C>            <C>            <C>           <C>
1994                                
   Beginning unit value - Jan. 1     10.066342      11.182167      10.167774     10.796000 
- --------------------------------------------------------------------------------------------
   Reinvested capital gains                                                               
     and dividends                     .205830        .196942        .226267       .012629 
- --------------------------------------------------------------------------------------------
   Unrealized gain (loss)             (.413981)      (.721339)      (.638050)    (1.145149)
- --------------------------------------------------------------------------------------------
   Contract charges                   (.069364)      (.078054)      (.070516)     (.072756)
- --------------------------------------------------------------------------------------------
   Ending unit value - June 30        9.788827      10.579716       9.685475      9.590724 
- --------------------------------------------------------------------------------------------
   Percentage increase (decrease)                                                         
     in unit value*                         (3)%           (5)%           (5)%         (11)%       
============================================================================================

<FN>
 *   This is not an annualized rate of return as it is the change for a six
     month period and contract charges do not include the annual contract
     maintenance charge discussed in note 2.

**   This investment option was not being utilized or was not available.
</TABLE>

                                       57
<PAGE>   58
                                                           SCHEDULE I, CONTINUED

                         NATIONWIDE VARIABLE ACCOUNT-II

                             THE BEST OF AMERICA(R)

                      AMERICA'S VISION ANNUITY(SM) CONTRACTS

                       TAX QUALIFIED and NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

              SIX MONTH PERIODS ENDED JUNE 30, 1996, 1995 AND 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                   STINTSTK2       STSPEC2         TCIBAL        TCIGRO         TCIINT       VEGOLDNR     VEWRLDBD
1996                               ---------       -------         ------        ------         ------       --------     --------
<S>                            <C>               <C>            <C>           <C>            <C>            <C>          <C> 
   Beginning unit value - Jan. 1  $10.224570     13.287288      11.914266     12.792935      10.387676      11.453100    11.473340
- ----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                   .024813       .579614        .488179      1.433431        .246577        .242414      .312292
- ----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)           1.345861       .383304        .127610     (1.257504)       .508641        .963200     (.552793)
- ----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                 (.075921)     (.097534)      (.084562)     (.090135)      (.074396)      (.090412)    (.078228)
- ----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30    $11.519323     14.152672      12.445493     12.878727      11.068498      12.568302    11.154611
- ----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                       13%            7%             4%            1%             7%            10%         (3)% 
==================================================================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   VKACRESEC        WPLNTEQ      WPSMCOGR 
                                   ---------        -------      --------
<S>                                <C>            <C>           <C>
1996                                                                    
   Beginning unit value - Jan. 1   10.759998      10.655759     12.423899 
- --------------------------------------------------------------------------
   Reinvested capital gains                                             
     and dividends                   .007987        .000000       .000000 
- --------------------------------------------------------------------------
   Unrealized gain (loss)            .897657       1.057093      1.751750 
- --------------------------------------------------------------------------
   Contract charges                 (.076996)      (.078341)     (.092911)
- --------------------------------------------------------------------------
   Ending unit value - June 30     11.588646      11.634511     14.082738 
- --------------------------------------------------------------------------
   Percentage increase (decrease)                                       
     in unit value*                        8%             9%           13%        
==========================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   STINTSTK2       STSPEC2         TCIBAL        TCIGRO         TCIINT       VEGOLDNR     VEWRLDBD
                                   ---------       -------         ------        ------         ------       --------     --------
<S>                                <C>          <C>             <C>           <C>            <C>            <C>          <C>
1995
   Beginning unit value - Jan. 1         **     $10.710138       9.975959      9.896469       9.388381      10.464922     9.919400
- -----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                                 .494692        .112077       .011387        .000000        .047589      .589310 
- -----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                          .904167       1.137497      1.906163        .372275        .308338      .853532 
- -----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                               (.078459)      (.072978)     (.073874)      (.065156)      (.072550)    (.075321)
- -----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30                  $12.030538      11.152555     11.740145       9.695500      10.748299    11.286921 
- -----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                                     12%            12%           19%             3%             3%          14%
===================================================================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   VKACRESEC        WPLNTEQ      WPSMCOGR 
                                   ---------        -------      --------
<S>                                <C>              <C>          <C>
1995                              
   Beginning unit value - Jan. 1          **             **           ** 
- -------------------------------------------------------------------------
   Reinvested capital gains             
     and dividends                
- -------------------------------------------------------------------------
   Unrealized gain (loss)         
- -------------------------------------------------------------------------
   Contract charges               
- -------------------------------------------------------------------------
   Ending unit value - June 30    
- -------------------------------------------------------------------------
   Percentage increase (decrease) 
     in unit value*               
=========================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   STINTSTK2       STSPEC2         TCIBAL        TCIGRO         TCIINT       VEGOLDNR     VEWRLDBD
                                   ---------       -------         ------        ------         ------       --------     --------
<S>                                <C>          <C>             <C>           <C>               <C>         <C>          <C>
1994
   Beginning unit value - Jan. 1         **     $10.484543      10.055760     10.155359              **     11.147499    10.194477
- -----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                                 .029407        .109881       .001086                       .032021      .040987 
- -----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                          .060027       (.363481)     (.714188)                     (.633975)    (.509118)
- -----------------------------------------------------------------------------------------------------------------------------------
   Contract charges                               (.074437)      (.070676)     (.070817)                     (.077054)    (.069283)
- -----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - June 30                  $10.499540       9.731484      9.371440                     10.468491     9.657063 
- -----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                                      0%            (3)%          (8)%                          (6)%         (5)%
===================================================================================================================================

</TABLE>


<TABLE>
<CAPTION>
                                   VKACRESEC        WPLNTEQ      WPSMCOGR 
                                   ---------        -------      --------
<S>                                <C>              <C>          <C>
1994                             
   Beginning unit value - Jan. 1        **             **           ** 
- -------------------------------------------------------------------------
   Reinvested capital gains      
     and dividends               
- -------------------------------------------------------------------------
   Unrealized gain (loss)        
- -------------------------------------------------------------------------
   Contract charges              
- -------------------------------------------------------------------------
   Ending unit value - June 30   
- -------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*              
=========================================================================

<FN>
 *   This is not an annualized rate of return as it is the change for a six
     month period and contract charges do not include the annual contract
     maintenance charge discussed in note 2.

**   This investment option was not being utilized or was not available.
</TABLE>

See Note 3.

                                       58
<PAGE>   59

         This report is for the information of contract owners with funds in the
         Nationwide Variable Account-II. It may also be used, from time to time,
         as sales literature, but only when accompanied or preceded by the
         current prospectus, which contains complete information about the
         contracts which invest in the separate account, and their fees, charges
         and expenses. If this report is used as sales literature after
         September 30, 1996, it must be accompanied by the fund performance
         report reflecting performances for the most recently completed calendar
         quarter. Prospective investors should read the prospectus carefully
         before investing.

                                       59
<PAGE>   60

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HOME OFFICE: ONE NATIONWIDE PLAZA o COLUMBUS, OHIO 43215-2220        PAID    
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                                                              Insurance Company
                                                                             
                                                                  








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