NATIONWIDE INVESTING FOUNDATION, 485BPOS, 1996-02-29

NATIONWIDE INVESTING FOUNDATION
485BPOS, 1996-02-29

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<PAGE> 1

'33 Act File No. 2-17356
'40 Act File No. 811-435

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 54

and/or /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 55 /X/
(Check appropriate box or boxes)
NATIONWIDE INVESTING FOUNDATION
(Exact Name of Registrant as Specified in Charter)

Nationwide Fund Nationwide Bond Fund
Nationwide Growth Fund Nationwide Money Market Fund
One Nationwide Plaza
Columbus, Ohio 43216
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (614) 249-7855

Ms. Rae I. Mercer Send Copies of Communications to:
One Nationwide Plaza Druen,
Columbus, Ohio 43216 Rath & Dietrich
(Name and Address of Agent for Service) One Nationwide Plaza
Columbus, Ohio 43216

/X/ It is proposed that this filing will become effective on February 29,
1996 pursuant to paragraph (b) of Rule 485

Pursuant to Rule 24f-2, the Registrant has declared an indefinite
number of its shares of beneficial interest of Nationwide Money Market
Fund, Nationwide Bond Fund, Nationwide Fund and Nationwide Growth Fund
registered. Registrant filed its Rule 24f-2 Notice for the fiscal year
ended October 31, 1995 on November 15, 1995.

<PAGE> 2

NATIONWIDE INVESTING FOUNDATION

Nationwide Money Market Fund
Nationwide Bond Fund
Nationwide Fund
Nationwide Growth Fund

CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A Item No. Location
<S> <C> <C>
PART A
Item 1. Cover Page............................................ Cover Page
Item 2. Synopsis.............................................. Prospectus Summary & Summary of Fund
...................................................... Expenses
Item 3. Condensed Financial Information....................... Financial Highlights
Item 4. General Description of Registrant..................... Investment Objectives, Policies, Management,
...................................................... Performance and Portfolio Holdings
Item 5. Management of the Fund................................ Management of the Trust
Item 6. Capital Stock and Other Securities.................... Additional Information; Distributions and Taxes
Item 7. Purchase of Securities Being Offered.................. How to Purchase Shares
Item 8. Redemption or Repurchase.............................. How to Sell (Redeem) Shares
Item 9. Pending Legal Proceedings............................. *

PART B
Item 10. Cover Page............................................ Cover Page
Item 11. Table of Contents..................................... Table of Contents
Item 12. General Information and History....................... General Information and History
Item 13. Investment Objectives and Policies.................... Investment Objectives and
Policies; Investment Restrictions
Item 14. Management of the Registrant.......................... Trustees and Officers of the Trust
Item 15. Control Persons and Principal Holders of Securities... Major Shareholders
Item 16. Investment Advisory and Other Services ........... Investment Manager and Other Services
Item 17. Brokerage Allocation.................................. Brokerage Allocation
Item 18. Capital Stock and Other Securities.................... *
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered......................................... Purchases, Redemptions, Pricing of Shares
Item 20. Tax Status............................................ Tax Status
Item 21. Underwriters.......................................... *
Item 22. Calculation of Yield Quotations of
Money Market Funds.................................... Calculating Money Market
Fund Yield
Item 23. Financial Statements....................................Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration statement.
- -------------
* Not applicable or negative answer.

<PAGE> 3
PART A: PROSPECTUS
FEBRUARY 29, 1996
NIF I

This Prospectus provides you with information you should know before investing
in the Funds. Read it and keep it for future reference.

Statements of Additional Information dated February 29, 1996, incorporated
herein by reference and containing further information about the Funds, have
been filed with the Securities and Exchange Commission. You may obtain a copy
without charge by calling or writing Nationwide Financial Services, Inc. (NFS),
One Nationwide Plaza, P.O. Box 1492, Columbus, Ohio 43216-1492.

Nationwide Investing Foundation (NIF) and Nationwide Investing Foundation II
(NIF-II) are diversified open-end investment management companies.

NIF was created under the laws of Michigan by an Indenture of Trust, dated
May 5, 1933. NIF-II was created under the laws of Massachusetts as a
Massachusetts Business Trust on October 5, 1985. The Trusts offer shares in
six separate mutual funds, each with its own investment objectives.

NIF FUNDS:

Nationwide(R) Growth Fund
Nationwide(R) Fund
Nationwide(R) Bond Fund
Nationwide(R) Money Market
Fund

NIF-II FUNDS:

Nationwide(R) Tax-Free
Income Fund
Nationwide(R) U.S. Government
Income Fund

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

AN INVESTMENT IN THE NATIONWIDE MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE
NATIONWIDE MONEY MARKET FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

One Nationwide Plaza - P.O. Box 1492
Columbus, Ohio 43216-1492
February 29, 1996

Call toll-free 1-800-848-0920
for information, assistance,
and wire orders, 8:00 AM-5:00 PM

Call toll-free 1-800-848-0520
for 24-hour yield information

FAX: (614) 249-8705

<TABLE>
<CAPTION>
CONTENTS

<S> <C>
Summary of Fund Expenses ............................................. 3
Financial Highlights ................................................. 4
Which Fund Is Right for You .......................................... 6
Historical Performance ............................................... 8
Investment Objectives, Policies, Management,
Performance and Portfolio Holdings .............................. 10
Minimum Investment ................................................... 16
How to Purchase Shares ............................................... 17
How to Sell (Redeem) Shares .......................................... 18
Investor Strategies .................................................. 20
Investor Privileges .................................................. 21
Investor Services .................................................... 23
Management of the Trusts ............................................. 24
The Effect of Interest Rates on Bond Values .......................... 25
Distributions and Taxes .............................................. 25
Tax Advantages of the Tax-Free Income Fund ........................... 27
Performance Advertising for the Funds ................................ 28
Additional Information ............................................... 29
</TABLE>

NATIONWIDE (R)
FAMILY OF
FUNDS

Nationwide(R)
Growth Fund

Capital Appreciation--
Companies of all Sizes

Nationwide(R)
Fund

Capital Appreciation --
Generally Larger
Company Stocks

Nationwide(R)
Bond Fund
Monthly Income --
A-Rated or Better
Debt Securities

Nationwide(R)
Tax-Free Income
Fund
Monthly Income--
Free from Federal Taxes

Nationwide(R)
U.S. Government
Income Fund
Monthly Income --
U.S. Gov't Securities

Nationwide(R)
Money Market Fund
Monthly Income --
Current Rates of Return

2
<PAGE> 4

SUMMARY
OF FUND
EXPENSES

This summary helps you understand the various costs and expenses you will bear,
directly or indirectly, when investing in the Funds.

For a more detailed explanation of these expenses, see "Management of the
Trusts" on page 24. The expenses and fees in this table are based on the fiscal
year ended October 31, 1995.

NIF FUNDS:

Nationwide(R) Growth Fund
Nationwide(R) Fund
Nationwide(R) Bond Fund
Nationwide(R) Money Market
Fund

NIF-II FUNDS:

Nationwide(R) Tax-Free
Income Fund
Nationwide(R) U.S. Gov't
Income Fund

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
Tax-Free U.S. Gov't Money
Growth Fund Bond Income Income Market
<S> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge Imposed
on Purchases * 4.5% 4.5% 4.5% None None None
Maximum Contingent Deferred
Sales Charge on Redemptions ** None None None 5.0% 5.0% None
Maximum Sales Charge Imposed
on Reinvested Dividends None None None None None None
Redemption Fees+ None None None None None None
Exchange Fees None None None None None None
</TABLE>

* Lower sales charges are available as the amount of the investment increases.
To receive even greater sales charge discounts, investors may also include the
value of shares held in other accounts (including household family members'
accounts). See page 21.

** The Contingent Deferred Sales Charge declines by 1% each year, from 5% to 0%
after 5 years. See page 19.

+ Although no redemption fee is charged, applicable contingent deferred sales
charges apply to redemptions from the Nationwide Tax-Free Income Fund and
Nationwide U.S. Government Income Fund. If you choose to have your redemption
wired to your bank, a $5 wire transfer fee will be deducted from the proceeds.

ANNUAL FUND OPERATING EXPENSES

(as a percentage of average net assets, after expense reimbursements)

<TABLE>
<CAPTION>
Tax-Free U.S. Gov't Money
Growth Fund Bond Income Income Market
<S> <C> <C> <C> <C> <C> <C>
Management Fees................... 0.50% 0.50% 0.50% 0.65% 0.65% 0.45%
12b-1 Fees........................ 0% 0% 0% +0.20% +0.20% 0%
Other Expenses.................... 0.16% 0.13% 0.21% 0.13% 0.23% 0.17%
---- ---- ---- ---- ---- ----
Total Fund Operating Expenses..... 0.66% 0.63% 0.71% +0.98% +1.08% 0.62%
</TABLE>

+For the Tax-Free Income and U.S. Government Income Funds, the distributor will
charge a 12b-1 fee of .20%, rather than the .35% allowed and waive the remaining
.15% until further written notice.

*The investment manager will waive .05% of the .50% management fee until further
written notice.

Example:
The following example illustrates the expenses you would pay on a $1,000
investment over various time periods assuming: (1) a 5% annual return, and (2)
redemption at the end of each time period. Contingent deferred sales charges
apply to redemptions of shares held 5 years or less in the Tax-Free Income and
U.S. Government Income Funds, for more information see page 19.

<TABLE>
<CAPTION>
Tax-Free U.S. Gov't Money
Growth Fund Bond Income Income Market
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year $ 51 $ 51 $ 52 $ 60 $ 10* $ 61 $ 11* $ 6
3 Years $ 65 $ 64 $ 67 $ 61 $ 31* $ 64 $ 34* $20
5 Years $ 80 $ 79 $ 83 $ 64 $ 54* $ 70 $ 60* $35
10 Years $124 $120 $129 $120 $120* $132 $132* $77
</TABLE>

This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

* Tax-Free Income and U.S. Government Income expenses assuming no redemption.

3
<PAGE> 5

FINANCIAL HIGHLIGHTS

For a Share Outstanding Throughout the Periods Ended October 31

GROWTH FUND

<TABLE>
<CAPTION>
Net
Realized Distributions
Gain from
Net (Loss) Dividends Net Net
Asset and Total from Realized Asset
Value-- Net Unrealized from Net Gain from Returns Value--
Beginning Investment Appreciation Investment Investment Investment of Total End of
of Period Income (Depreciation) Operations Income Transactions Capital Distributions Period

INCOME FROM
INVESTMENT OPERATIONS LESS DISTRIBUTIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
$ 9.18 $.31 $1.98 $2.29 $(.27) $(1.34) -- $(1.61) $ 9.86
- ---------------------------------------------------------------------------------------------------------------------
9.86 .27 (.28) (.01) (.30) (1.21) -- (1.51) 8.34
- ---------------------------------------------------------------------------------------------------------------------
8.34 .23 1.70 1.93 (.42) (1.07) -- (1.49) 8.78
- ---------------------------------------------------------------------------------------------------------------------
8.78 .31 .63 .94 (.20) (.34) -- (.54) 9.18
- ---------------------------------------------------------------------------------------------------------------------
9.18 .33 (1.53) (1.20) (.31) (.33) -- (.64) 7.34
- ---------------------------------------------------------------------------------------------------------------------
7.34 .22 2.77 2.99 (.25) (.51) -- (.76) 9.57
- ---------------------------------------------------------------------------------------------------------------------
9.57 .20 .46 .66 (.20) (.09) -- (.29) 9.94
- ---------------------------------------------------------------------------------------------------------------------
9.94 .17 1.41 1.58 (.17) (.21) -- (.38) 11.14
- ---------------------------------------------------------------------------------------------------------------------
11.14 .09 .53 .62 (.19) (.22) -- (.41) 11.35
- ---------------------------------------------------------------------------------------------------------------------
11.35 .21 2.10 2.31 (.20) (.24) -- (.44) 13.22
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Net
Investment
Income
Expenses to Net Assets
to Average Average at End of
Total Net Net Portfolio Period
Return Assets Assets Turnover (000's)

RATIOS & SUPPLEMENTAL DATA ASSETS YEAR
<S> <C> <C> <C> <C> <C>
28.5% .65% 3.25% 64.4% $171,068 1986
- --------------------------------------------------------------------
(.3) .64 2.70 69.9 192,723 1987
- --------------------------------------------------------------------
28.4 .67 2.82 40.8 231,901 1988
- --------------------------------------------------------------------
11.2 .67 3.35 38.8 252,456 1989
- --------------------------------------------------------------------
(14.1) .68 3.86 36.2 198,691 1990
- --------------------------------------------------------------------
43.4 .68 2.54 12.4 277,019 1991
- --------------------------------------------------------------------
6.9 .65 1.97 13.1 330,950 1992
- --------------------------------------------------------------------
16.2 .68 1.63 10.2 411,853 1993
- --------------------------------------------------------------------
5.7 .68 1.71 14.5 464,715 1994
- --------------------------------------------------------------------
21.0 .66 1.66 27.1 582,927 1995
- --------------------------------------------------------------------
</TABLE>

NATIONWIDE FUND

INCOME FROM
INVESTMENT OPERATIONS LESS DISTRIBUTIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
$11.81 $.39 $3.34 $3.73 $(.41) $ (.59) -- $(1.00) $14.54
- ---------------------------------------------------------------------------------------------------------------------
14.54 .36 (.19) .17 (.37) (.81) -- (1.18) 13.53
- ---------------------------------------------------------------------------------------------------------------------
13.53 .35 1.63 1.98 (.47) (1.42) -- (1.89) 13.62
- ---------------------------------------------------------------------------------------------------------------------
13.62 .44 2.78 3.22 (.45) (1.51) -- (1.96) 14.88
- ---------------------------------------------------------------------------------------------------------------------
14.88 .37 (1.23) (.86) (.39) (1.31) -- (1.70) 12.32
- ---------------------------------------------------------------------------------------------------------------------
12.32 .38 3.97 4.35 (.40) (.50) -- (.90) 15.77
- ---------------------------------------------------------------------------------------------------------------------
15.77 .37 .98 1.35 (.36) (.45) -- (.81) 16.31
- ---------------------------------------------------------------------------------------------------------------------
16.31 .31 .67 .98 (.33) (.41) -- (.74) 16.55
- ---------------------------------------------------------------------------------------------------------------------
16.55 .37 .41 .78 (.36) (.85) -- (1.21) 16.12
- ---------------------------------------------------------------------------------------------------------------------
16.12 .31 2.49 2.80 (.31) (1.26) -- (1.57) 17.35
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Net
Investment
Income
Expenses to Net Assets
to Average Average at End of
Total Net Net Portfolio Period
Return Assets Assets Turnover (000's)

RATIOS & SUPPLEMENTAL DATA ASSETS YEAR
<S> <C> <C> <C> <C> <C>
33.3% .62% 2.86% 17.4% $372,282 1986
- --------------------------------------------------------------------
.9 .62 2.25 22.2 383,099 1987
- --------------------------------------------------------------------
17.2 .63 2.79 13.3 407,175 1988
- --------------------------------------------------------------------
27.1 .64 3.21 21.9 469,427 1989
- --------------------------------------------------------------------
(7.0) .63 2.69 13.4 441,188 1990
- --------------------------------------------------------------------
36.5 .61 2.56 13.6 620,113 1991
- --------------------------------------------------------------------
8.7 .61 2.32 12.8 726,012 1992
- --------------------------------------------------------------------
6.2 .62 1.96 25.8 753,239 1993
- --------------------------------------------------------------------
4.9 .63 2.26 15.4 706,674 1994
- --------------------------------------------------------------------
19.2 .63 1.95 16.5 795,666 1995
- --------------------------------------------------------------------
</TABLE>

BOND FUND

INCOME FROM
INVESTMENT OPERATIONS LESS DISTRIBUTIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
$ 9.70 $.92 $ .56 $1.48 $(.95) $ (.02) -- $ (.97) $10.21
- ---------------------------------------------------------------------------------------------------------------------
10.21 .88 (.90) (.02) (.87) (.04) -- (.91) 9.28
- ---------------------------------------------------------------------------------------------------------------------
9.28 .88 .18 1.06 (.99) -- -- (.99) 9.35
- ---------------------------------------------------------------------------------------------------------------------
9.35 .88 (.02) .86 (.84) -- -- (.84) 9.37
- ---------------------------------------------------------------------------------------------------------------------
9.37 .88 (.36) .52 (.90) -- -- (.90) 8.99
- ---------------------------------------------------------------------------------------------------------------------
8.99 .85 .45 1.30 (.83) -- -- (.83) 9.46
- ---------------------------------------------------------------------------------------------------------------------
9.46 .76 .23 .99 (.85) -- (.02) (.87) 9.58
- ---------------------------------------------------------------------------------------------------------------------
9.58 .74 .52 1.26 (.77) -- -- (.77) 10.07
- ---------------------------------------------------------------------------------------------------------------------
10.07 .60 (1.56) (.96) (.65) -- -- (.65) 8.46
- ---------------------------------------------------------------------------------------------------------------------
8.46 .63 1.04 1.67 (.63) -- -- (.63) 9.50
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Net
Investment
Income
Expenses to Net Assets
to Average Average at End of
Total Net Net Portfolio Period
Return Assets Assets Turnover (000's)

RATIOS & SUPPLEMENTAL DATA ASSETS YEAR
<S> <C> <C> <C> <C> <C>
16.0% .68% 9.06% 38.5% $ 22,568 1986
- --------------------------------------------------------------------
(.3) .70 8.95 61.2 32,712 1987
- --------------------------------------------------------------------
12.0 .66 9.45 73.1 35,759 1988
- --------------------------------------------------------------------
9.7 .68 9.38 72.7 36,430 1989
- --------------------------------------------------------------------
5.9 .68 9.62 82.1 36,378 1990
- --------------------------------------------------------------------
15.1 .67 9.13 93.6 54,187 1991
- --------------------------------------------------------------------
10.9 .65 8.63 100.8 90,187 1992
- --------------------------------------------------------------------
13.6 .68 7.63 68.5 151,090 1993
- --------------------------------------------------------------------
(9.8%) .71 7.11 58.0 124,455 1994
- --------------------------------------------------------------------
20.4 .71 7.04 70.4 133,633 1995
- --------------------------------------------------------------------
</TABLE>

THE INFORMATION IN THE ABOVE TABLES HAS BEEN AUDITED BY KPMG PEAT MARWICK LLP,
INDEPENDENT AUDITORS, WHOSE REPORTS THEREON, TOGETHER WITH CERTAIN FINANCIAL
STATEMENTS, APPEAR IN THE STATEMENTS OF ADDITIONAL INFORMATION. THE STATEMENTS
OF ADDITIONAL INFORMATION AND THE ANNUAL REPORT FOR THE FUNDS, WHICH CONTAIN
FURTHER INFORMATION ABOUT THE FUNDS' PERFORMANCE INCLUDING MANAGEMENT'S
DISCUSSION OF FUND PERFORMANCE, MAY BE OBTAINED FREE OF CHARGE BY CALLING
1-800-848-0920.

4
<PAGE> 6

FINANCIAL HIGHLIGHTS

For a Share Oustanding Throughout the Periods Ended October 31

TAX-FREE INCOME

<TABLE>
<CAPTION>
Net
Realized Distributions
Gain from
Net (Loss) Dividends Net Net
Asset and Total from Realized Asset
Value-- Net Unrealized from Net Gain from Value--
Beginning Investment Appreciation Investment Investment Investment Total End of Total
of Period Income (Depreciation) Operations Income Transactions Distributions Period Return

INCOME FROM
INVESTMENT OPERATIONS LESS DISTRIBUTIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$10.00 $.37 $ (.01) $ .36 $(.37) $ -- $(.37) $ 9.99 3.1%
- -------------------------------------------------------------------------------------------------------------
9.99 .61 (1.35) (.74) (.61) (.03) (.64) 8.61 (7.9)
- -------------------------------------------------------------------------------------------------------------
8.61 .62 .75 1.37 (.62) -- (.62) 9.36 16.3
- -------------------------------------------------------------------------------------------------------------
9.36 .62 .08 .70 (.62) -- (.62) 9.44 7.7
- -------------------------------------------------------------------------------------------------------------
9.44 .61 (.13) .48 (.61) -- (.61) 9.31 5.3
- -------------------------------------------------------------------------------------------------------------
9.31 .58 .50 1.08 (.58) -- (.58) 9.81 11.9
- -------------------------------------------------------------------------------------------------------------
9.81 .56 .13 .69 (.56) -- (.56) 9.94 7.2
- -------------------------------------------------------------------------------------------------------------
9.94 .54 1.10 1.64 (.54) (.09) (.63) 10.95 17.0
- -------------------------------------------------------------------------------------------------------------
10.95 .53 (1.45) (.92) (.51) (.12) (.63) 9.40 (8.7)
- -------------------------------------------------------------------------------------------------------------
9.40 .51 .84 1.35 (.53) -- (.53) 10.22 14.7
- -------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Net Net
Investment Investment
Expenses Expenses Income Income
to to to to Net Assets
Average Average Average Average at End of
Net Net Net Net Portfolio Period
Assets Assets* Assets Assets* Turnover (000's)

RATIOS & SUPPLEMENTAL DATA ASSETS YEAR
<S> <C> <C> <C> <C> <C> <C>
.99% 1.36% 6.39% 6.00% 36.9% $ 15,330 1986+
- ---------------------------------------------------------------------------
.97 1.32 6.42 6.32 202.8 37,815 1987
- ---------------------------------------------------------------------------
.86 1.21 6.82 6.45 117.7 51,884 1988
- ---------------------------------------------------------------------------
.85 1.20 6.62 6.28 79.7 72,097 1989
- ---------------------------------------------------------------------------
.90 1.16 6.51 6.25 68.9 89,374 1990
- ---------------------------------------------------------------------------
1.01 1.16 6.05 5.90 45.5 122,005 1991
- ---------------------------------------------------------------------------
.98 1.13 5.62 5.47 69.8 170,650 1992
- ---------------------------------------------------------------------------
.98 1.13 5.07 4.92 28.4 253,042 1993
- ---------------------------------------------------------------------------
.99 1.14 5.02 4.87 59.2 241,097 1994
- ---------------------------------------------------------------------------
.98 1.13 5.20 5.05 31.7 262,484 1995
- ---------------------------------------------------------------------------
</TABLE>

+ Period from March 17, 1986 (date of commencement of operations) through
October 31, 1986. Ratio percentages and total return are annualized for
periods of less than twelve months.

U.S. GOV'T

INCOME FROM
INVESTMENT OPERATIONS LESS DISTRIBUTIONS

Net Net
Investment Investment
Expenses Expenses Income Income
to to to to Net Assets
Average Average Average Average at End of
Net Net Net Net Portfolio Period
Assets Assets* Assets Assets* Turnover (000's)

RATIOS & SUPPLEMENTAL DATA ASSETS YEAR
<S> <C> <C> <C> <C> <C> <C>
1.00% 1.17% 6.38% 6.21% 157.4% $ 18,211 1992(DELTA)
- ---------------------------------------------------------------------------
1.10 1.25 5.12 4.97 99.0 38,452 1993
- ---------------------------------------------------------------------------
1.09 1.24 5.62 5.47 67.5 37,749 1994
- ---------------------------------------------------------------------------
1.08 1.23 5.92 5.77 25.4 39,777 1995
- ---------------------------------------------------------------------------
</TABLE>

(DELTA) Period from February 10, 1992 (date of commencement of operations)
through October 31, 1992. Ratio percentages and total return are
annualized for periods of less than twelve months.

MONEY MARKET

INCOME FROM
INVESTMENT OPERATIONS LESS DISTRIBUTIONS

RATIOS & SUPPLEMENTAL DATA ASSETS YEAR

*Ratios calculated as if no expenses were waived.

5
<PAGE> 7
WHICH FUND IS RIGHT FOR YOU?

Long-term and short-term goals require different financial planning. Whether
you're seeking greater growth opportunity, looking for more income, or a
combination of both, Nationwide's Family of Funds, strategies, and services may
help.

CONSIDER YOUR TIME FRAME

For long-term goals, you have the luxury of time on your side. With goals five
or more years away--where growth of your money is the highest priority--you may
want to consider Nationwide's common stock funds (Growth or Fund). These funds
provide greater long-term return potential through portfolios of common stocks.

If you`re seeking greater income today, have intermediate to long-term goals,
or--as the time to your long-term goals gets closer--you may consider
Nationwide's income-oriented funds (Bond, Tax-Free Income, or U.S. Government
Income). These funds invest in high-quality bonds, providing monthly income and
normally provide greater price stability than stock funds. Plus, it is possible
to have capital appreciation in these funds.

For short-term goals--such as saving for next year's needs, an emergency
reserve, or as a temporary "parking place" for your money--the Money Market Fund
may be most suitable for you. This fund provides investors with greater
stability of principal while providing current monthly income.

Most investors have a combination of long and short-term goals. By investing in
several, or all, of the Family of Funds, you'll have the opportunity to satisfy
your many investment needs.

ASSESS TOLERANCE FOR RISK

Where you choose to invest depends as much on your tolerance for risk as on your
desire for reward. Opportunity and risk go hand-in-hand. The greater the
potential long-term opportunity, the greater the potential risk of account value
fluctuation.

The most common risk people associate with investing is short-term market
risk--the day-to-day fluctuation in an investment's value. To lower this risk,
Nationwide's portfolio managers seek to invest only in high-quality securities.
This commitment to quality provides shareholders with a greater potential for
growth or income, while maintaining a high degree of relative stability.

Investors looking for greater growth in our common stock funds (Growth and Fund)
should be willing to accept short-term account value fluctuation. A wide range
of factors--corporate earnings potential, interest rates, competition, and other
economic conditions--can cause both downward and upward share price changes.

In the past, investors with a long-term time horizon and a tolerance for
fluctuation have been rewarded. Despite years when short-term returns have not
been satisfactory, over long-term holding periods, money has grown more in the
common stock funds than in our other funds.

The growth of money and average annual returns over 1, 5, 10 and 15-year periods
are shown on pages 8 and 9. Tables on pages 4 and 5 show the annual dividends
paid in each fund over the past 10 years.

The income-oriented funds (Bond, Tax-Free Income, and U.S. Government Income)
provide investors with greater price stability than our common stock funds. More
predictable

GROWTH NATIONWIDE
FUND FUND

WHICH NATIONWIDE(R) FUNDS ARE RIGHT FOR YOU?

The charts to the right show the relative growth (blue rectangle), income (green
oval), and price stability (red triangle) of each fund in the Nationwide Family
of Funds in comparison to one another. These charts are based upon the Funds'
investment objectives and are not intended to be projections of future results.
The top of each chart represents higher potential. The bottom of each chart
represents lower potential. Often, investors choose to allocate their money to
several of the funds to achieve specific financial goals and to match their
tolerance for risk.

GROWTH

INCOME

PRICE STABILITY

(CHARTS SHOW GROWTH, INCOME, AND PRICE STABILITY POTENTIAL OF EACH OF THE
FUNDS.)

6
<PAGE> 8
N A T I O N W I D E (R) F A M I L Y O F F U N D S

investments can make an investor more comfortable, but the total return
potential in these funds is less than in common stock funds. Prevailing interest
rates, more than any other factor, contribute to price fluctuation in these
funds, and long-term bonds are generally affected more than shorter-term bonds.
A discussion of the relationship of interest rates and bond prices is found on
page 25.

Investors who would prefer not to have their investment principal fluctuate
should consider the Money Market Fund. While it provides the greatest price
stability, over its history it has the least long-term return potential.

One of the biggest risks investors may face is being too conservative, thereby
not earning enough return on their investments to achieve their future needs.
Another big risk to consider is the eroding value of the dollar, known as
inflation. The amount of money needed to satisfy a goal (after taking inflation
into consideration) may dictate investment in a fund with a potential for
greater returns. Although common stock funds are the most volatile over short
periods of time, they are one of the few investments that have provided
double-digit returns and exceeded inflation over long periods.

Procrastination is yet another risk investors must consider. Delay, and you take
the chance that there may not be enough time to attain your objective. Start
early and invest regularly in funds with growth opportunities, and you stand a
better chance to reach your goals.

CONSIDER YOUR TAX BRACKET

For investors seeking to shelter their investment income from federal taxes, the
Tax-Free Income Fund may be a suitable investment. The tax-equivalent yield of
this fund can be especially appealing for investors in the 28% or higher tax
brackets. To determine if a tax-free investment may be right for you, see page
27.

BOND TAX-FREE U.S. GOVERNMENT MONEY MARKET
FUND INCOME FUND* INCOME FUND FUND

(CHARTS SHOW GROWTH, INCOME, AND PRICE STABILITY
POTENTIAL OF EACH OF THE FUNDS.)

7
<PAGE> 9
$1,000 LUMP SUM INVESTMENT GROWTH

Calendar Year Historical Performance Measured Against Inflation (CPI)

<TABLE>
<CAPTION>
Consumer TAX-FREE U.S. GOV'T MONEY
Price Index GROWTH FUND BOND INCOME INCOME MARKET
INVESTED FOR 15 YEARS
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT VALUE ON 12/31/95 $1,778 $7,801 $7,023 $4,307 FUND NOT IN FUND NOT IN $2,959
AVERAGE ANNUAL COMPOUND EXISTENCE EXISTENCE
TOTAL RETURN 3.9% 14.7% 13.9% 10.2% 15 YEARS AGO 15 YEARS AGO 7.5%
TOTAL RETURN 77.8% 680.1% 602.3% 330.7% 195.9%

INVESTED FOR 10 YEARS
-------------------------------------------------------------------------------------------------
INVESTMENT VALUE ON 12/31/95 $1,403 $3,169 $3,360 $2,234 FUND NOT IN FUND NOT IN $1,738
AVERAGE ANNUAL COMPOUND EXISTENCE EXISTENCE
TOTAL RETURN 3.4% 12.2% 12.9% 8.4% 10 YEARS AGO 10 YEARS AGO 5.7%
TOTAL RETURN 40.3% 216.9% 236.0% 123.4% 73.8%

INVESTED FOR 5 YEARS
--------------------------------------------------------------------------------------------------
INVESTMENT VALUE ON 12/31/95 $1,147 $2,008 $1,787 $1,522 $1,451 FUND NOT IN $1,224
AVERAGE ANNUAL COMPOUND EXISTENCE
TOTAL RETURN 2.8% 15.0% 12.3% 8.8% 7.7% 5 YEARS AGO 4.1%
TOTAL RETURN 14.7% 100.8% 78.7% 52.2% 45.1% 22.4%

INVESTED FOR 1 YEAR
--------------------------------------------------------------------------------------------------
INVESTMENT VALUE ON 12/31/95 $1,025 $1,229 $1,241 $1,186 $1,125 $1,136 $1,055
TOTAL RETURN 2.5% 22.9% 24.1% 18.6% 12.5% 13.6% 5.5%
TOTAL RETURN WITHOUT SALES
CHARGES DEDUCTED 2.5% 28.7% 30.0% 24.2% 17.5% 18.6% 5.5%
</TABLE>

The Bond and Money Market Funds began operations on 3/1/80; Tax-Free Income on
3/17/86, and U.S. Government Income on 2/10/92.

$1,000 LUMP SUM INVESTMENT GROWTH

(CHARTS GROWTH OF EACH OF THE FUNDS.)

These graphs compare each Fund's performance over the calendar years shown to
the money required to stay even with the Consumer Price Index (CPI). The
Consumer Price Index is a statistical measure of change, over time, in the
prices of goods and services in major expenditure groups. The results shown
assume reinvestment of all dividends and capital gains distributions. Returns
have been reduced for the 4.5% sales charge incurred on a $1,000 lump sum
investment in the Growth, Fund, and Bond Funds, and the applicable contingent
deferred sales charge on a $1,000 investment in the Tax-Free Income and U.S.
Government Income Funds, which has the greatest impact on the 1-year returns.
Because of the special sales charge discounts on purchases of the Growth, Fund
and Bond Funds, larger investments would have had even greater average annual
(compound) total returns. Adjustments were not made for income taxes payable on
reinvested distributions since that varies with each shareholder. While the
figures above accurately reflect the Funds' performance, keep in mind that
market conditions varied widely over the periods shown and past results are not
a guarantee of future performance which may be more or less.

Total return includes market appreciation or depreciation and assumes
reinvestment of all dividends and capital gains distributions. The average
annual (compound) total return is the return required to be earned each year on
an investment to grow into the total investment value at 12/31/95. Unlike the
simple average total return, it includes the effects of money compounding.

8
<PAGE> 10
$100 MONTHLY SUM INVESTMENT GROWTH

Calendar Year Historical Performance Measured Against Inflation (CPI)

<TABLE>
<CAPTION>
Consumer TAX-FREE U.S. GOV'T MONEY
Price Index GROWTH FUND BOND INCOME INCOME MARKET
INVESTED FOR 15 YEARS
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT VALUE ON 12/31/95 $23,519 $55,919 $55,480 $38,686 FUND NOT IN FUND NOT IN $28,905
TOTAL DOLLARS INVESTED $18,000 $18,000 $18,000 $18,000 EXISTENCE EXISTENCE $18,000
TOTAL RETURN 30.7% 210.7% 208.2% 114.9% 15 YEARS AGO 15 YEARS AGO 60.6%

INVESTED FOR 10 YEARS
- --------------------------------------------------------------------------------------------------------------------
INVESTMENT VALUE ON 12/31/95 $14,199 $21,939 $22,368 $18,489 FUND NOT IN FUND NOT IN $15,578
TOTAL DOLLARS INVESTED $12,000 $12,000 $12,000 $12,000 EXISTENCE EXISTENCE $12,000
TOTAL RETURN 18.3% 82.8% 86.4% 54.1% 10 YEARS AGO 10 YEARS AGO 29.8%

INVESTED FOR 5 YEARS
- --------------------------------------------------------------------------------------------------------------------
INVESTMENT VALUE ON 12/31/95 $6,409 $8,206 $8,007 $7,278 $7,044 FUND NOT IN $6,659
TOTAL DOLLARS INVESTED $6,000 $6,000 $6,000 $6,000 $6,000 EXISTENCE $6,000
TOTAL RETURN 6.8% 36.8% 33.5% 21.3% 17.4% 5 YEARS AGO 11.0%

INVESTED FOR 1 YEAR
- --------------------------------------------------------------------------------------------------------------------
INVESTMENT VALUE ON 12/31/95 $1,211 $1,285 $1,343 $1,283 $1,230 $1,241 $1,235
TOTAL DOLLARS INVESTED $1,200 $1,200 $1,200 $1,200 $1,200 $1,200 $1,200
TOTAL RETURN 0.9% 7.1% 11.9% 6.9% 2.5% 3.5% 2.9%
</TABLE>

The Bond and Money Market Funds began operations on 3/1/80; Tax-Free Income on
3/17/86, and U.S. Government Income on 2/10/92.

$100 MONTHLY SUM INVESTMENT GROWTH

(CHARTS GROWTH OF EACH OF THE FUNDS.)

These graphs show how $100 invested at the start of each month grew over time by
establishing a systematic investment plan (commonly referred to as dollar cost
averaging), without any withdrawals. All results assume reinvestment of all
dividends and capital gains distributions. These results reflect the effects of
the reduced sales charges discussed on page 21 Sales Charge Schedule and
Available Discounts section, which shows the investment values at which sales
charge discounts occur. Adjustments were not made for income taxes payable on
reinvested distributions since that varies with each shareholder. While the
figures above accurately reflect the Funds' performance, keep in mind that
market conditions varied widely over the period shown and past results are not a
guarantee of future performance which may be more or less.

Total return includes market appreciation or depreciation and assumes
reinvestment of all dividends and capital gains distributions.

9
<PAGE> 11
I N V E S T M E N T O B J E C T I V E S , P O L I C I E S , M A N A G E M E N T,

THE GROWTH FUND
is designed to serve investors who do not require current income but are
primarily interested in the growth of their capital to meet their future
financial needs.

INVESTMENT OBJECTIVE & POLICY: To achieve long-term capital appreciation without
emphasis on current return. This is accomplished by retaining maximum
flexibility in the management of the Fund's portfolio consisting mainly of
common stocks.

- - LONG-TERM GROWTH WITH CAPITAL APPRECIATION AND INCOME POTENTIAL.

- - COMMON STOCK PORTFOLIO--GENERALLY LARGER COMPANIES.

RISK PROFILE: The illustration below shows a continuum of risk. The triangle
shows where the Growth Fund falls on this continuum.

(ARROW CHART SHOWS RELATIVE RISK.)

More risk; greater Less risk; lower
potential for reward. growth potential.

PORTFOLIO MANAGEMENT: Major emphasis in the selection of securities is placed on
companies which have capable management, and are in fields where social and
economic trends, technological developments, and new processes or products
indicate a potential for greater than average growth.
While it is generally intended to invest in common stocks or in issues
convertible to common stock, there are no restrictive provisions covering the
proportion of one or another class of securities that may be held. Therefore,
management is not in any way inhibited in the selection of appropriate
investments to reach the objectives. However, certain other restrictions exist
to protect investors.
Investments are made in different types of securities among many companies
and industries which provide diversification to minimize risk. While there is
careful selection and constant supervision by a professional investment manager,
there can be no guarantee that the Fund's objective will be achieved.

PORTFOLIO MANAGER: John M. Schaffner, MBA, CFA--is the portfolio manager for the
Nationwide(R) Growth Fund. He has been with Nationwide since 1977 and has
managed the Growth Fund since June 1981. Schaffner graduated with a Bachelor of
Arts in Economics from Occidental College. He received his Master of Business
Administration degree from the University of Michigan and is a Chartered
Financial Analyst.

<TABLE>
<CAPTION>
YEARLY TOTAL RETURNS*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
28.7% 1.5% 11.3% 6.3% 36.1% (7.6%) 14.9% 22.5% 2.4% 18.4%

1985 1984 1983 1982 1981 1980 1979 1978 1977 1976
33.3% 8.4% 21.9% 35.6% 3.1% 18.8% 21.7% 9.9% (.7%) 23.6%

1975 1974 1973 1972 1971 1970 1969 1968 1967 1966
41.3% (34.9%) (27.5%) 8.7% 18.7% (12.0%) (9.7%) 13.5% 28.3% (6.5%)
</TABLE>

*Total Returns reflect market appreciation or depreciation, dividends, and
capital gains for the periods ended December 31. Results shown assume
reinvestment of all distributions. Adjustments have not been made for income
taxes or the one time sales charge, if any, which varies with the size of the
investment. Although each Fund's record should be considered in light of its
investment objectives and policies, past results are not a guarantee of future
performance which may be less or more.

AVERAGE ANNUAL (COMPOUND) TOTAL RETURNS+
(for periods ending 12/31/95,$1,000 lump sum investment minus 4.5% sales charge)

+ See notes on page 8 for more detail.
Repurchase
Agreements
0.2%

U.S. Government &
Government Agency
Securities & Other Assets
Less Liabilities
10.7%

(PIE CHART SHOWS PORTFOLIO.) Common
Stocks
89.1%

<TABLE>
<CAPTION>
TOTAL VALUE OF PORTFOLIO $613,407,323
- -------------------------------------
TOP 10 HOLDINGS VALUE % OF
PORTFOLIO
<S> <C> <C>
Federal National Mortgage Association $61,600,091 10.2%
Intel Corp. 25,706,250 4.4
Grand Metropolitan Pic 21,662,100 3.5
Columbia/HCA Health 20,850,000 3.4
Zebra Technologies Corp. 20,262,550 3.3
MCI Communications Corp. 19,530,000 3.2
Archer Daniels Midland Co. 19,444,662 3.2
AT & T Corp. 19,387,500 3.2
Merrill Lynch & Co.,Inc. 17,675,000 2.9
Hewlett-Packard Co. 16,750,000 2.7

10
</TABLE>

<PAGE> 12
PERFORMANCE & PORTFOLIO HOLDINGS (AT 12/31/95)

THE NATIONWIDE(R) FUND
is designed to serve investors who seek long-term capital appreciation and
income through a portfolio which, based on the current market environment,
provides the greatest total return opportunities.

INVESTMENT OBJECTIVE & POLICY: To obtain a total return from a flexible
combination of current income and capital appreciation. This is accomplished by
retaining maximum flexibility in the management of the Fund's portfolio which
consists primarily of common stocks, but also includes convertible issues, bonds
and money market instruments.

- - LONG-TERM GROWTH WITH CAPITAL APPRECIATION AND INCOME POTENTIAL.

- - COMMON STOCK PORTFOLIO--GENERALLY LARGER COMPANIES.

RISK PROFILE: The illustration below shows a continuum of risk. The triangle
shows where the Nationwide Fund falls on this continuum.

(ARROW CHART SHOWS RELATIVE RISK.)

More risk; greater Less risk; lower
potential for reward. growth potential.

PORTFOLIO MANAGEMENT: Major emphasis is placed on securities which provide a
combination of current income and the possibility of capital gains. The Fund
seeks to maximize shareholder returns through a diversified portfolio where the
primary emphasis is given to common stocks. Although not limited to these
investments, in the past the majority of the Fund's portfolio assets have
normally contained the common stocks of well-known, larger companies.
While it is generally intended to invest in common stocks or in issues
convertible to common stock, there are no restrictive provisions covering the
proportion of one or another class of securities that may be held. Therefore,
management is not in any way inhibited in the selection of appropriate
investments to reach the objectives. However, certain other restrictions exist
to protect investors.
Investments are made in different types of securities among many companies
and industries which provide diversification to minimize risk. While there is
careful selection and constant supervision by a professional investment manager,
there can be no guarantee that the Fund's objective will be achieved.

PORTFOLIO MANAGER: Charles Bath, MBA, CFA, CPA--is the portfolio manager of the
Nationwide(R) Fund. Bath joined Nationwide as a securities analyst and has
managed the Nationwide(R) Fund since 1985. He graduated with a Bachelor of
Science in Accounting from Miami University. He received his Master of Business
Administration degree in Finance from The Ohio State University and is a
Certified Public Accountant and a Chartered Financial Analyst.

<TABLE>
<CAPTION>
YEARLY TOTAL RETURNS*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
30.0% .6% 6.8% 3.0% 30.2% .3% 33.8% 16.8% 2.0% 17.6%

1985 1984 1983 1982 1981 1980 1979 1978 1977 1976
36.4% 6.1% 15.8% 22.2% 2.0% 17.9% 9.8% .8% (9.1%) 26.7%

1975 1974 1973 1972 1971 1970 1969 1968 1967 1966
38.6% (20.3%) (6.7%) 9.7% 10.2% 8.5% (16.3%) 28.6% 29.0% (10.3%)
</TABLE>

* Total Returns reflect market appreciation or depreciation, dividends, and
capital gains for the periods ended December 31. Results shown assume
reinvestment of all distributions. Adjustments have not been made for income
taxes or the one time sales charge, if any, which varies with the size of the
investment. Although each Fund's record should be considered in light of its
investment objectives and policies, past results are not a guarantee of future
performance which may be less or more.

AVERAGE ANNUAL (COMPOUND) TOTAL RETURNS+
(for periods ending 12/31/95, $1,000 lump sum investment minus 4.5% sales
charge)

+ See notes on page 8 for more detail.
Repurchase Agreements
and Other Assets
Less Liabilities
.5%
Commercial
Paper
1.9%
(PIE CHART SHOWS PORTFOLIO.)
Common
Stocks
97.6%

<TABLE>
TOTAL VALUE OF PORTFOLIO $848,373,952
================================================================================
<CAPTION>
TOP 10 HOLDINGS VALUE % OF
PORTFOLIO
<S> <C> <C>
Warner-Lambert Co. $44,322.450 5.2%
Schering-Plough Corp. 39,559,963 4.7
Texaco, Inc. 37,599,713 4.4
Raychem Corp. 34,324,984 4.1
Chubb Corp. 32,492,100 3.8
PepsiCo, Inc. 29,475,000 3.5
Chrysler Corp. 29,344,550 3.5
Avon Products Inc. 26,155,125 3.1
Capital Cities/ABC 25,376,063 3.0
Ford Motor Co. 25,103,925 3.0
</TABLE>
11

<PAGE> 13
INVESTMENT OBJECTIVES, POLICIES, MANAGEMENT,

THE BOND FUND
is designed for investors seeking high yield along with conservation of capital.
The Fund seeks to serve those who are less willing to accept the risk associated
with stocks through investment in long-term income obligations, including
corporate debt securities, United States and Canadian Government obligations and
commercial paper.

INVESTMENT OBJECTIVE & POLICY: To generate a high level of income, consistent
with capital preservation, through investment in high-quality bonds and other
fixed income securities. This is accomplished by retaining maximum flexibility
in the management of its portfolio consisting mainly of corporate debt
instruments.

- - MONTHLY INCOME FROM A PORTFOLIO OF HIGH QUALITY CORPORATE AND GOVERNMENT
OBLIGATIONS.

- - LONGER MATURITIES--YIELDS USUALLY HIGHER THAN INTERMEDIATE AND SHORT-TERM
FUNDS.

RISK PROFILE: The illustration below shows a continuum of risk. The triangle
shows where the Bond Fund falls on this continuum.

(ARROW CHART SHOWS RELATIVE RISK.)

More risk; greater Less risk;lower
potential for reward. growth potential.

PORTFOLIO MANAGEMENT: Major emphasis is placed on a diversified portfolio of
high-quality taxable debt securities including corporate debt securities rated
within the three highest credit categories by Standard & Poor's Corporation
(AAA, AA, or A) or Moody's Investors Service, Inc. (Aaa, Aa, or A), U.S. and
Canadian Government obligations, mortgage-backed securities, and the highest
investment grade commercial paper rated by Moody's Investors Service, Inc.
(Prime-1 or Prime-2) or by Standard & Poor's Corporation (A-1 or A-2).
While the majority of the portfolio is invested in corporate debt issues,
there is flexibility for management to vary the composition of the remaining
holdings among government obligations, mortgage-backed securities and short-term
paper. There are, however, certain restrictions concerning diversification and
types of securities to protect the investor. At least 65 percent of the total
assets of the Bond Fund will be invested in corporate bonds, corporate
debentures, corporate notes, U .S. Treasury Bonds, U.S. Treasury Notes, Canadian
Government or Provincial Bonds, Canadian Government or Provincial Notes,
Canadian Government or Provincial Debentures, and mortgage bonds.
Investments are made in different types of securities among many companies
and industries which provide diversification to minimize risk. While there is
careful selection and constant supervision by a professional investment manager,
there can be no guarantee that the Fund's objective will be achieved.

PORTFOLIO MANAGER: Michael D. Groseclose, MBA, CFA--is the portfolio manager of
the Nationwide(R) Bond Fund. He joined Nationwide in 1970 and has managed the
Nationwide(R) Bond Fund since 1981. Groseclose graduated with a Bachelor of
Science in Finance from The Ohio State University. He received his Master of
Business Administration degree from the University of Dayton. He is also a
Chartered Financial Analyst.

<TABLE>
<CAPTION>
YEARLY TOTAL RETURNS*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
24.2% (8.1%) 10.7% 8.0% 16.9% 8.2% 10.7% 8.2% 0.3% 12.9%

1985 1984 1983 1982 1981 1980
19.1% 14.1% 6.0% 31.0% 2.2% (8.7%)
</TABLE>

+The Bond Fund began operations on 3/1/80. Annual total returns for the Fund's
initial year of operation are annualized.

AVERAGE ANNUAL (COMPOUND) TOTAL RETURNS+
(for periods ending 12/31/95, $1,000 lump sum investment minus 4.5% sales
charge)

+ See notes on page 8 for more detail.

Canadian
Government
Bonds U.S. Government
6.4% Bonds
4.2%

(PIE CHART SHOWS PORTFOLIO.) Corporate
Bonds
78.1%

Mortgage Backed
Securities
9.4%

Commercial Paper,Repurchase
Agreements and Other
Assets Less Liabilities
1.9%

<TABLE>
TOTAL VALUE OF PORTFOLIO $136,383,120
================================================================================
<CAPTION>
TOP 10 HOLDINGS VALUE % OF
PORTFOLIO
<S> <C> <C>
Berkley, (W.R.) Corp. $6,247,795 4.6%
U.S. Treasury Note 5,673,430 4.2
Prudential Surplus Note 5,304,800 4.0
AMBAC Inc. 5,113,248 3.8
Armstrong World Ind. 4,960,236 3.7
Hydro-Quebec 4,544,516 3.3
Aetna Life & Casualty 4,327,178 3.2
English China Clays 4,255,952 3.1
Loew's Corp. 4,242,187 3.1
FHLMC REMIC 1709-EA 7 4,179,781 3.1
</TABLE>
12

<PAGE> 14
PERFORMANCE & PORTFOLIO HOLDINGS (AT 12/31/95)

THE TAX-FREE INCOME FUND
is designed for investors seeking high monthly income free from federal income
tax* with the degree of safety provided by high-quality municipal bonds.

INVESTMENT OBJECTIVE & POLICY: To provide as high a level of current income
exempt from federal income tax* as is consistent with the preservation of
capital through investing in a diversified portfolio of high-quality
intermediate-term municipal obligations with maturities ranging from 3 to 10
years and long-term municipal obligations with maturities in excess of 10 years.

- - MONTHLY INCOME FROM AN INTERMEDIATE TO LONG-TERM MATURITY PORTFOLIO OF
HIGH-QUALITY MUNICIPAL BONDS.

- - INCOME FREE FROM FEDERAL TAXES.*

* Investors may be subject to state and local tax and the federal alternative
minimum tax.

RISK PROFILE: The illustration below shows a continuum of risk. The triangle
shows where the Tax-Free Income Fund falls on this continuum.

(ARROW CHART SHOWS RELATIVE RISK.)

More risk; greater Less risk;lower
potential for reward. growth potential.

PORTFOLIO MANAGEMENT: Major emphasis is placed on a diversified portfolio of
municipal obligations rated within the three highest credit categories (safest
investment grades) assigned by Moody's Investors Services, Inc. ("Moody's"), and
Standard & Poor's Corporation ("Standard & Poor's"), or, if not rated,
equivalent investment quality as determined by Nationwide Financial Services,
Inc.
Such obligations include: (1) municipal securities backed by the full faith
and credit of the United States; (2) municipal bonds rated within the three
highest credit categories Aaa, Aa, or A by Moody's and/or AAA, AA, or A by
Standard & Poor's; (3) state and municipal notes rated MIG-1, MIG-2, and MIG-3
by Moody's; and (4) other types of municipal securities such as commercial
paper, provided that such securities are rated at least Prime-2 by Moody's or
A-2 by Standard & Poor's.
The Fund may, on a temporary basis or for defensive purposes, hold and
invest up to 20% of its assets in cash and in temporary taxable investments such
as Treasury notes, bills, and bonds with remaining maturities of one year or
less. The Fund has, however, adopted an investment restriction which requires it
to invest at least 80% of its net assets in the types of securities listed in
the preceding paragraphs.
Although the Fund seeks to reduce risk by investing in a diversified
portfolio of high-quality securities, there can be no guarantee that the Fund's
objective will be realized.

PORTFOLIO MANAGER: Alpha Benson, MBA--is the portfolio manager of the
Nationwide(R) Tax-Free Income Fund. She joined Nationwide in 1977 as a financial
analyst in the Securities Investment Department. She has managed the Tax-Free
Income Fund since its inception in March 1986. Benson graduated with a Bachelor
of Science in Accounting from Central State University. She received her Master
of Business Administration degree from the University of Dayton.

<TABLE>
<CAPTION>
YEARLY TOTAL RETURNS*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
17.5% (9.1%) 12.7% 9.5% 10.8% 6.0% 10.3% 10.2% (3.6%) 4.3%
</TABLE>

+The Tax-Free Income Fund began operations on 3/17/86. Annual total returns for
the Fund's initial year of operation are annualized.

AVERAGE ANNUAL (COMPOUND) TOTAL RETURNS+
(for periods ending 12/31/95, $1,000 lump sum investment minus the applicable
contingent deferred sales charge imposed on redemptions, which declines from 5%
in the first year to 0% after 5 years)

+ See notes on page 8 for more detail.

A-rated
(PIE CHART SHOWS PORTFOLIO.) 63%
Aaa-rated
17.6%

Aa-rated
19.4%

TOTAL VALUE OF PORTFOLIO $263,907,356
================================================================================
<TABLE>
<CAPTION>
TOP 10 HOLDINGS (BY STATE) VALUE % OF
PORTFOLIO
<S> <C> <C>
Texas $56,708,656 21.5%
Virginia 31,645,613 12.0
Illinois 23,775,588 9.0
Washington 15,486,750 5.9
Massachusetts 13,508,781 5.1
Georgia 13,442,494 5.1
South Carolina 12,651,213 4.8
North Carolina 9,840,050 3.7
Alabama 8,944,900 3.4
Pennsylvania 7,874,494 3.0
</TABLE>
13

<PAGE> 15
INVESTMENT OBJECTIVES, POLICIES, MANAGEMENT,

THE U.S.GOVERNMENT INCOME FUND
is designed for investors seeking high monthly income, reduced share price
fluctuations and the relative safety generally associated with a portfolio of
intermediate-term U. S. government obligations.

INVESTMENT OBJECTIVE & POLICY: To provide as high a level of current income as
is consistent with the preservation of capital by investing in securities of the
U.S. government, its agencies and instrumentalities. The average dollar-weighted
maturity of the Fund will be maintained at between 3 and 10 years.

- - MONTHLY INCOME FROM A PORTFOLIO OF U.S. GOVERNMENT AND AGENCY OBLIGATIONS.

- - INTERMEDIATE-TERM PORTFOLIO SEEKS LOW PRICE FLUCTUATION.

RISK PROFILE: The illustration below shows a continuum of risk. The triangle
shows where the U.S. Government Income Fund falls on this continuum.

(ARROW CHART SHOWS RELATIVE RISK.)

More risk; greater Less risk; lower
potential for reward. growth potential.

PORTFOLIO MANAGEMENT: The Fund will normally invest all of its net assets in
securities issued by the U.S. government, its agencies and instrumentalities,
and in repurchase agreements in these securities.
The Fund may invest up to 80% of its net assets in mortgage-related
securities which represent part ownership of a pool of mortgage loans. These
securities differ from typical bonds because principal is repaid monthly over
the term of the loan rather than returned in a lump sum at maturity. Certain
government agencies also issue collateralized mortgage obligations (CMOs) which
are fully collateralized directly or indirectly by a pool of mortgages on which
payments of principal and interest are dedicated to payment of principal and
interest on the CMOs.
The Fund may also invest up to 20% in zero-coupon securities that are
direct obligations of the U.S. government, and its agencies and
instrumentalities. Short-term securities of the Fund will include obligations
with remaining maturities of less than one year issued by the U.S. government,
its agencies, or instrumentalities, and repurchase agreements.
In selecting securities for the Fund, the investment manager utilizes
interest rate expectations, yield curve analysis, economic forecasting, market
sector analysis, and other security selection techniques. The Fund's investments
will be concentrated in areas of the bond market (based on sector, coupon, or
maturity) the investment manager believes are relatively undervalued.
Although the Fund seeks to reduce risk by investing in securities backed by
the U.S. government, and its agencies and instrumentalities, there can be no
guarantee that the Fund's objective will be realized.

PORTFOLIO MANAGER: Wayne Frisbee, CFA--is the portfolio manager of the
Nationwide(R) U.S. Government Income Fund. Frisbee joined Nationwide in 1981 as
a securities analyst and has managed the U.S. Government Income Fund since its
inception in February 1992. He received a Bachelor of Science from The Ohio
State University and is a Chartered Financial Analyst.

<TABLE>
<S> <C> <C> <C>
YEARLY TOTAL RETURNS* 1995 1994 1993
18.6% (3.6%) 8.8%
</TABLE>

+The U.S. Government Income Fund began operations on 2/10/92. Annual total
returns for the Fund's initial year of operation are annualized.

AVERAGE ANNUAL
(COMPOUND) TOTAL RETURNS+

(for periods ending 12/31/95, $1,000 lump sum investment minus the applicable
contingent deferred sales charge imposed on redemptions, which declines from 5%
in the first year to 0% after 5 years)

+ See notes on page 8 for more detail.
U.S. Government
and Agency Long-Term
Obligations
17.0%

Repurchase Agreement
& Other Assets
Less Liabilities
2.6%
(PIE CHART SHOWS PORTFOLIO.)
Mortgage-Backed
Securities
80.4%

TOTAL VALUE OF PORTFOLIO $39,969,240
================================================================================
<TABLE>
<CAPTION>
TOP 10 HOLDINGS VALUE % OF
PORTFOLIO
<S> <C> <C>
FHLMC REMIC Series 1462-PT $5,193,395 13.0%
FNMA REMIC Series 1993-203 PJ 5,034,845 12.6
FHLB, 2001 4,122,924 10.3
FNMA REMIC Series 92-151-H 3,859,036 9.7
FHLMC REMIC Series 1344-D 3,838,559 9.6
FHLMC REMIC Series 31-E 3,548,958 8.9
FNMA REMIC Series 1990-7-B 3,128,937 7.9
FHLMC REMIC Series 1313-G 3,092,757 7.8
FNMA REMIC Series 1992-81-Z 2,239,921 5.6
FNMA REMIC Series 92-126 1,578,059 4.0
</TABLE>
14

<PAGE> 16
PERFORMANCE & PORTFOLIO HOLDINGS (AT 12/31/95)

THE MONEY MARKET FUND
is designed to serve investors who seek monthly income at current market rates
while maintaining share price stability--principal is not intended to fluctuate.
There can be no assurance that the Fund will be able to maintain a stable net
asset value of $1.00 per share.

INVESTMENT OBJECTIVE & POLICY: To provide as high a level of current income as
is consistent with the preservation of capital and maintenance of liquidity,
through investment in a diversified portfolio of high quality money market
instruments maturing in 397 days or less. This is accomplished by investing
mainly in debt securities, but the Fund shall retain maximum flexibility in the
management of its portfolio.

- - MONTHLY INCOME WITH QUICK LIQUIDITY THROUGH CHECK-WRITING PRIVILEGE.

- - HISTORICALLY MAINTAINED A FIXED SHARE PRICE THROUGH HIGH-QUALITY SHORT-TERM
SECURITIES.

RISK PROFILE: The illustration below shows a continuum of risk. The triangle
shows where the Money Market Fund falls on this continuum.

(ARROW CHART SHOWS RELATIVE RISK.)

More risk; greater Less risk;lower
potential for reward. growth potential.

PORTFOLIO MANAGEMENT: Emphasis is on a diversified portfolio having a dollar
weighted average maturity of 90 days or less. The portfolio consists of high
quality money market instruments with a remaining maturity of 397 days or less
including, but not limited to: U.S. government and agency obligations;
obligations of commercial banks which have assets over $500 million, and the 50
largest foreign banks with U.S. branches; CDs of savings associations with
assets over $500 million which are FDIC members; taxable or partly taxable
obligations issued by state, county, or municipal governments; commercial paper
rated in one of the two highest rating categories by at least two Nationally
Recognized Statistical Rating Organizations (NRSROs); corporate obligations at
the time of purchase with the two highest investment grades assigned by the
NRSROs; repurchase agreements in any of the above.
While it is generally intended to invest in the above short-term debt
issues, there are no restrictive provisions covering the proportion of one or
another class of securities that may be held which in any way inhibit management
in the selection of appropriate investments to reach the objectives. However,
certain other restrictions exist to protect investors.
Investments are made in different types of securities among many companies
and industries which provide diversification to minimize risk. While there is
careful selection and constant supervision by a professional investment manager,
there can be no guarantee that the Fund's objective will be achieved.

PORTFOLIO MANAGER: William Burtch, MBA--is the portfolio manager of the
Nationwide(R) Money Market Fund. He has managed the Money Market Fund since
1987. He received a Bachelor of Science from Franklin University and his Master
of Business Administration degree from Miami University.

<TABLE>
<CAPTION>
YEARLY TOTAL RETURNS*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
5.5% 3.7% 2.6% 3.2% 5.6% 7.8% 8.9% 7.1% 6.2% 6.3%

1985 1984
7.9% 10.4%
</TABLE>

* Total Returns reflect dividends reinvested for the periods ended December 31.
Although the Fund's record should be considered in light of its investment
objectives and policies, past results are not a guarantee of future performance
which may be less or more. Fund results shown for the periods indicated are
without adjustment for any income taxes payable by a shareholder on reinvested
distributions. The current yield of the Money Market Fund may be more reflective
of what you could earn if you invested today. Call 1-800-848-0520 for the most
recent current yield.

AVERAGE ANNUAL (COMPOUND) TOTAL RETURNS+
(for periods ending 12/31/95, $1,000 lump sum investment--there are no sales
charges on Money Market investments)

+ See notes on page 8 for more detail.
Corporate Notes & Other
Assets Less Liabilities
1.6%
U.S. Government &
Agency Obligations
2.1%

Commercial
Paper
96.3%
(PIE CHART SHOWS PORTFOLIO.)

TOTAL VALUE OF PORTFOLIO $604,357,332
================================================================================
<TABLE>
<CAPTION>
TOP 10 HOLDINGS VALUE % OF
PORTFOLIO
<S> <C> <C>
CPC International $24,878,929 4.1%
Old Republic Corp. 24,786,487 4.0
PHH Corp. 24,399,453 4.0
H.J. Heinz Co. 24,337,419 4.0
Dean Witter Discover 23,938,729 3.9
Ford Motor Credit Co. 22,922,178 3.7
Fleet Funding Inc. 22,640,625 3.7
TransAmerica Corp. 21,938,141 3.6
Beneficial Corp. 21,845,921 3.6
American General Corp. 21,559,133 3.5
</TABLE>
15

<PAGE> 17
NATIONWIDE(R) FAMILY OF FUNDS

MINIMUM INVESTMENT

GROWTH FUND;
NATIONWIDE FUND;
BOND FUND

A minimum investment of $250 is required and subsequent investments of $25 or
more may be made at any time.

--OR--

You may establish a systematic Automatic Asset Accumulation(SM) plan for as
little as $25 per month. See page 20. Also available for certain qualified
plans, i.e. Individual Retirement Accounts (IRA), Simplified Employee Pensions
(SEP), Profit Sharing, and Money Purchase Plans.

There is an initial sales charge for investments made in the above Funds. Sales
charges decline as the amount invested increases according to the chart on page
21.

There are no sales charges on dividends and capital gains reinvested, nor is
there a charge for redeeming your investment.

TAX-FREE
INCOME FUND;
U.S. GOVERNMENT
INCOME FUND

A minimum investment of $1,000 is required and subsequent investments of
$100 or more may be made at any time.

--OR--

You may establish a systematic Automatic Asset Accumulation(SM) plan for as
little as $100 per month. See page 20. The U.S. Government Income Fund is
also available for certain qualified plans, i.e. Individual Retirement
Accounts (IRA), Simplified Employee Pensions (SEP), Profit Sharing, and
Money Purchase Plans.

There is NO initial sales charge for investments made in the above Funds.
However, a contingent deferred sales charge (CDSC, see page 19) may apply
to redemptions made in these Funds. The CDSC declines to 0% after 5 years.

There is never a CDSC on withdrawals of dividends and capital gains
(reinvested or taken in cash), or realized account appreciation.

MONEY MARKET
FUND

A minimum investment of $1,000 is required and subsequent investments of $100 or
more may be made at any time.

--OR--

You may establish a systematic Automatic Asset Accumulation(SM) plan for as
little as $100 per month. See page 20. Also available for certain qualified
plans, i.e. Individual Retirement Accounts (IRA), Simplified Employee Pensions
(SEP), Profit Sharing, and Money Purchase Plans.

There are NO sales charges for Money Market Fund investments or withdrawals.

Robert Orr (front and center), Nationwide Fund shareholder, celebrates with
parents Karen and Gary Meade (left), and his friend, Don Monday (right).

(PICTURE.)

16
<PAGE> 18
NATIONWIDE(R) FAMILY OF FUNDS

HOW TO PURCHASE SHARES

YOU MAY INVEST IN TWO CONVENIENT WAYS:

BY MAIL--Complete the enclosed application and mail with your check or
other negotiable bank draft payable to: NATIONWIDE FINANCIAL SERVICES, INC., ONE
NATIONWIDE PLAZA, P.O. BOX 1492, COLUMBUS, OHIO 43216-1492. Purchases must be
made in U.S. dollars only. The share price you receive will be determined as of
the close of business on the day the properly completed application is received
by NFS in Columbus, Ohio. Checks or drafts drawn on non-U.S. banks must be
collected before investments are credited to accounts. NFS reserves the right to
refuse certain third party checks.

BY WIRE--To avoid mail delays on initial and subsequent investments, you can
request that your bank transmit funds (Federal Funds) by wire to the Fund's
custodian bank. In order to use this method, you must call NFS by 11 A.M.
Eastern Time, and the wire must be received by the custodian bank by 2 P.M.
Eastern Time. The bank that wires your money may charge you a fee for this
service. IF YOU CHOOSE THIS METHOD TO OPEN YOUR ACCOUNT, YOU MUST CALL OUR
TOLL-FREE NUMBER BEFORE YOU WIRE YOUR INVESTMENT. If this is an initial
investment, you must then complete and mail the application found in this
prospectus.

The net asset value per share for each Fund is determined as of the close
of the New York Stock Exchange (usually 4 P.M. Eastern Time), each day that the
exchange is open and on such other days as the Board of Trustees determines and
on days in which there is sufficient trading in the portfolio to materially
affect the net asset value of a Fund. The Funds will not compute net asset value
on customary business holidays, including Christmas, New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, and Thanksgiving.

The net asset value per share is computed by adding the value of all
securities and other assets in the portfolio, deducting any liabilities and
dividing by the number of shares outstanding. The purchase prices of the Funds
are determined as follows:

GROWTH, FUND, AND BOND PURCHASE PRICE

Shares of the above Funds are purchased at the offering price. The offering
price is determined by adding the sales charge (based as a percentage of the
offering price) to the net asset value per share. THE SALES CHARGE IS DETERMINED
ACCORDING TO THE "SALES CHARGE SCHEDULE AND AVAILABLE DISCOUNTS" SECTION ON PAGE
21. In determining net asset value, portfolio securities listed on national
exchanges are valued at the last sale price on the principal exchange, or if
there is no sale on that day, or if the securities are traded only in the
over-the-counter market, at the quoted bid prices. Expenses and fees are accrued
daily.

TAX-FREE INCOME, U.S. GOVERNMENT INCOME, AND MONEY MARKET PURCHASE PRICE

Shares of the above Funds are purchased at net asset value. In determining net
asset value, portfolio securities are valued at the quoted prices obtained from
an independent pricing organization which employs a combination of methods
including, among others, the obtaining of market valuations from dealers who
make markets and deal in such securities, and by comparing valuations from
dealers who make markets and deal in such securities, and by comparing
valuations with those of other comparable securities in a matrix of such
securities. The pricing service activities and results are reviewed by an
officer of the Trusts. Securities of the Funds listed on national exchanges are
valued at the last sale price on the principal exchange, or if there is no sale
on that day, or if the securities are traded only in the over-the-counter
market, at the quoted bid prices. Securities for which market quotations are not
readily available are valued at fair value in accordance with procedures adopted
by the Boards of Trustees. In addition, money market instruments are valued at
amortized cost. Expenses and fees are accrued daily.

(PICTURE.)
John Rolf is custodian for Nicole, Melissa, and Jordan (above), Growth Fund
shareholders, frolicking in the wildflowers.

(PICTURE.)
Farm owner Corwin Burrer, Money Market Fund shareholder, shown taking a short
break beside his giant grain harvester.

17
<PAGE> 19
NATIONWIDE(R) FAMILY OF FUNDS

HOW TO SELL (REDEEM) SHARES

You can sell (redeem) all, or any part of, your shares of any Fund at any time.
Shares are redeemed at net asset value at the close of the New York Stock
Exchange on the day the properly completed request is received by Nationwide
Financial Services, Inc. (NFS), at its offices in Columbus, Ohio. A CONTINGENT
DEFERRED SALES CHARGE MAY APPLY TO REDEMPTION OF SHARES OF THE TAX-FREE INCOME
OR U.S. GOVERNMENT INCOME FUNDS (see "Contingent Deferred Sales Charge," page
19).

Requests for redemptions may be in writing, or you may use the
pre-authorized telephone redemption option. PAYMENT FOR SHARES REDEEMED IS MADE
WITHIN 3 DAYS OF RECEIPT. THE VALUE OF SHARES REDEEMED DEPENDS UPON THE MARKET
VALUE OF THE INVESTMENTS of each Fund at the time of redemption and may be more
or less than the shareholder's cost.

You cannot redeem investments which have been on deposit for a period of
less than 12 days. This is to assure that your check has cleared. To avoid this
possible 12-day delay, you may make your investment by wire (see "How To
Purchase Shares by Wire," page 17). You will receive a confirmation each time a
liquidation of shares is requested. Redemptions may be suspended or the date of
payment postponed when the New York Stock Exchange is closed (other than
customary weekend and holiday closings listed in the "How To Purchase Shares"
section, page 17), or if trading is restricted, or if any emergency exists.

YOU CAN REDEEM IN ANY OF THE FOLLOWING WAYS:

BY MAIL OR FAX (NO MINIMUM)--Write or fax to Nationwide Financial Services,
Inc., One Nationwide Plaza, P.O. Box 1492, Columbus, Ohio 43216-1492 or FAX
(614) 249-8705. Please be sure that your letter or fascimile is signed exactly
as your account is registered and that your account number and the Fund from
which you wish to make the withdrawal are included. For example, if your account
is registered John Doe and Mary Doe, `Joint Tenants With Right of Survivorship,'
then both John and Mary must sign the redemption request. For an IRA redemption,
you must include date of birth. Also, you must indicate whether or not you wish
federal income tax (not less than 10%) to be withheld from the distribution. The
distribution will be processed effective the date the signed letter or fax is
received. Fax requests received after 4:00 P.M. Eastern time will be processed
as of the next business day. NFS reserves the right to require the original
document if you use the fax method.

BY TELEPHONE (NOW INCLUDING IRAS)--If you have an authorization form on file, a
check payable to the registrant of record will be mailed to the address of
record, or redemptions of $1,000 or more can be wired directly to your account
at a commercial bank. Just call 1-800-848-0920 toll-free between 8 A.M. and 4
P.M. Eastern time.

IRA redemptions by telephone will be subject to mandatory 10% federal
income tax withholding, unless you elect out of withholding.

The Funds will employ reasonable procedures for the protection of
shareholders to confirm that instructions communicated by telephone are genuine
such as, but not limited to, recording the conversation, requiring some form of
personal identification and providing written confirmation of the transaction.
If these procedures are not followed, the Funds may be liable for any loss due
to unauthorized or fraudulent instructions.

Normally, the money you request will be wired to your bank the next
business day after your redemption order has been received. A $5 fee will be
deducted from the proceeds for this service. Your financial institution may also
charge you a fee for receipt of the wire. If redemptions are mailed to your
address of record or your bank, no fee is charged.

Before you may request a redemption by telephone, you must have
authorized this procedure. You can do this when you complete the application.
The authorization will remain in effect until written notice of its termination
is received by NFS.

BY WESTERN UNION--With Western Union's Quick Cash(R) service, you can receive
your redemptions the next day across the U.S. or throughout the world. If you
have set up the telephone withdrawal privilege, you can phone your redemption
request, as above, and receive your funds at 24,000 locations--including major
supermarkets and mail box type outlets--many open 24 hours a day, 7 days a week.
You may also send your redemption request by mail or fax. The fee for the
Western Union service is $10 per redemption which is deducted from your account.

BY MONEY MARKET CHECK WRITING--Money Market shareholders receive free check
writing privileges (see Privilege 10, page 23 for more details). If you wish to
withdraw your money this way, please complete Section #12 of the application.
You pay no fee for this service, but the Fund reserves the right to charge for
it or to terminate this service.

IF YOU HAVE MONEY MARKET CHECK WRITING PRIVILEGES, YOU SHOULD NOT ATTEMPT
TO REDEEM YOUR ENTIRE ACCOUNT BY WRITING A CHECK. This is because dividends are
accrued daily which will not be credited to your account until the end of the
month. This could result in a small remaining balance, which would be subject to
the $2 per month fee on Money Market accounts below minimum requirements (see
page 19).

ALTERNATE METHODS--In the event of significant market activity, it may be
difficult to reach Nationwide Financial Services by telephone. If so, an
investor may choose to use alternate methods to

18
<PAGE> 20
NATIONWIDE(R) FAMILY OF FUNDS

contact NFS such as sending instructions by a special delivery service, or by
facsimile (FAX) machine (614-249-8705). If you use the FAX method, NFS reserves
the right to require the original document.

CONTINGENT DEFERRED SALES CHARGE

(TAX-FREE INCOME AND U.S. GOVERNMENT INCOME ONLY)

A contingent deferred sales charge will be imposed on any redemption which
causes the current value of your account to fall below the total amount of all
purchases made during the preceding five years. THE CONTINGENT DEFERRED SALES
CHARGE IS NEVER IMPOSED ON DIVIDENDS, WHETHER PAID IN CASH OR REINVESTED, OR ON
APPRECIATION. The contingent deferred sales charge applies only to the lesser of
the original investment or current market value.

Where the charge is imposed, the amount of the charge will depend on the
number of months since you made the purchase payment from which an amount is
being redeemed, according to the following table:

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Months since purchase 0- 13- 25- 37- 49- 61 &
payment was made 12 24 36 48 60 over
- --------------------------------------------------------------------------------
Contingent deferred
sales charge percentage 5% 4% 3% 2% 1% none
</TABLE>

For purposes of the charge, it is assumed that the oldest shares remaining
in your account will be sold first. All payments during a month will be
aggregated and deemed to have been made on the last day of the preceding month.

Your money will earn daily dividends through the date of liquidation. If
you redeem all of your shares, you will receive a check representing the value
of your account, less any applicable contingent deferred sales charge, on the
date of withdrawal, including all daily income dividends credited to your
account through the date of withdrawal.

THE CONTINGENT DEFERRED SALES CHARGE WILL BE WAIVED IN THE CASE OF A TOTAL
OR PARTIAL REDEMPTION FOLLOWING THE DEATH OR DISABILITY OF A SHAREHOLDER
(ACCOUNTS OWNED BY AN INDIVIDUAL OR AN INDIVIDUAL JOINTLY WITH SPOUSE) IF
REDEMPTION OCCURS WITHIN ONE YEAR OF DEATH OR INITIAL DETERMINATION OF
DISABILITY. (Also see "Waiver of Contingent Deferred Sales Charge," page 23 for
other situations where the contingent deferred sales charge will be waived.)

ACCOUNTS FALLING BELOW MINIMUM INVESTMENT REQUIREMENTS

Because of the high cost of maintaining small accounts, NFS MAY CLOSE ANY
ACCOUNT WHICH, AS A RESULT OF REDEMPTIONS, HAS A VALUE OF LESS THAN $250.
However, you will be notified if your account value is less than the required
minimum, and you will be allowed 90 days to make additional investments before
the account is liquidated.

IN THE CASE OF A MONEY MARKET FUND ACCOUNT BELOW THE MINIMUM, ON AVERAGE
FOR ANY MONTH, A $2 MONTHLY FEE WILL BE ASSESSED. The fee is deposited into the
Fund to offset the expenses of carrying these small accounts. Shares are
redeemed in the first week of the following month to cover the fee.

SIGNATURE GUARANTEE

NFS reserves the right to require that your signature be guaranteed by an
authorized agent of an "eligible guarantor institution," which include but are
not limited to certain banks, credit unions, savings associations, and member
firms of national security exchanges. A signature guarantee is designed to
protect the shareholder by helping to prevent an unauthorized person from
redeeming shares and obtaining the proceeds. A notary public is not an
acceptable guarantor. In certain special cases (such as corporate or fiduciary
registrations), additional legal documents may be required to ensure proper
authorizations.

(PICTURE.)
Brenda Dunn is custodian for Jason Dunn (front row, center), Growth Fund
shareholder, on a hayride with his playmates.

<PAGE> 21
NATIONWIDE(R) FAMILY OF FUNDS

INVESTOR STRATEGIES

1 MONEY MARKET PLUS GROWTH(SM)--This strategy provides the security of principal
that the Money Market Fund offers plus the opportunity for greater long-term
capital appreciation through reinvestment of dividends into one of the common
stock funds (Growth or Fund).

An initial investment of $5,000 or more is made in the Money Market, and
monthly dividends are then automatically invested into the common stock funds
(Growth or Fund) at offering price. Money Market Plus Growth(SM) gives investors
stability of principal through the Money Market's fixed share price, which is
unaffected by market swings, and its portfolio of high quality, short-term money
market investments. And the Money Market offers instant liquidity through
unlimited free checking ($500 minimum) or telephone redemption--all without
penalty for early withdrawal. NOTE: Money Market Fund dividends reinvested into
one of the stock funds are subject to applicable sales charges.

2 MONEY MARKET PLUS INCOME(SM)--This strategy provides the security of principal
that the Money Market Fund offers plus the opportunity for greater income and
capital appreciation by reinvesting dividends into one of Nationwide's bond
funds (Bond, Tax-Free Income, or U.S. Government Income).

An initial investment of $5,000 or more is made in the Money Market, and
monthly dividends are then reinvested into a bond fund. Money Market Plus
Income(SM) allows investors the opportunity to capitalize on shifts in interest
rates.

When short-term interest rates increase, so do Money Market dividends. At
the same time, bond fund share prices generally decrease. So, with Money Market
Plus Income(SM), when you earn higher Money Market dividends, you can generally
purchase more bond fund shares at lower prices. Conversely, when interest rates
and Money Market dividends decrease, bond fund share prices usually
increase--you will automatically buy fewer bond fund shares at higher prices.
Money Market Plus Income(SM) provides investors with stability of principal,
instant liquidity through Money Market free checking ($500 minimum), and the
opportunity for greater income and capital appreciation. NOTE: Money Market Fund
dividends reinvested into one of the bond funds are subject to applicable sales
charges.

3 AUTOMATIC ASSET ACCUMULATION(SM)--This is a systematic investment strategy
which combines automatic monthly transfers from your personal checking account
to your mutual fund account with the concept of Dollar Cost Averaging. With this
strategy, you invest a fixed amount monthly over an extended period of time,
during both market highs and lows. Dollar Cost Averaging can allow you to
achieve a favorable average share cost over time since your fixed monthly
investment buys more shares when share prices fall during low markets, and fewer
shares at inflated prices during market highs. Although no formula can assure a
profit or protect against loss in a declining market, systematic investing has
proven a valuable investment strategy in the past.

You can get started with Automatic Asset Accumulation(SM) for as little
as $25 a month (Growth, Fund, or Bond), or $100 a month (Tax-Free Income, U.S.
Government Income, or Money Market). Another way to take advantage of the
benefits that Dollar Cost Averaging can offer is through the Money Market Plus
Growth(SM) or Money Market Plus Income(SM) investor strategies.

4 AUTOMATIC ASSET ALLOCATION(SM)--This strategy is for investors who want to set
up an account in more than one of our Funds. This allows you to further
diversify your portfolio to accommodate your unique needs. If you set up your
account with Automatic Asset Accumulation(SM), additional investments can be
automatically allocated among the Funds based upon your initial percentage. You
must satisfy the account minimum requirements of each Fund in which you invest.
Changes to your percentage allocation can be made by calling toll-free
1-800-848-0920.

5 AUTOMATIC ASSET TRANSFER(SM)--This systematic investment plan is designed
especially for investors who want to invest $5,000 or more in the stock or bond
funds, but not all at one time. An initial investment of $5,000 or more is made
in the Money Market Fund. Then, a fixed amount that you predetermine is
transferred systematically monthly or quarterly into another Fund ($50 minimum
transfer, $100 minimum for the Tax-Free Income and U.S. Government Income
Funds). The money is transferred on the 25th day of the month, or on the
business day preceding the 25th day. This strategy can provide investors with
the benefits of Dollar Cost Averaging through an opportunity to achieve a
favorable average share cost over time. With this plan, your fixed monthly or
quarterly transfer from the Money Market to any Fund you select buys more shares
when share prices fall during low markets, and fewer shares at higher prices
during market highs. Although no formula can assure a profit or protect against
loss in a declining market, systematic investing has proven a valuable
investment strategy in the past.

Those who have a more conservative outlook on investing can transfer
smaller sums monthly and spread the transfer of assets into another Fund over a
longer period of time, while those with a more aggressive outlook can transfer
larger sums over a shorter period. Either way, you receive the added benefits of
current rates paid on the portion of your investment in the Money Market, along
with the stability offered by the Money Market's fixed share price.

6 AUTOMATIC WITHDRAWAL PLAN(SM) ($50 OR MORE)--You may have checks for
any fixed amount of $50 or more automatically sent monthly, quarterly or
annually, to you (or anyone you designate) from your account. WITHDRAWALS MADE
FROM THE TAX-FREE INCOME OR U.S. GOVERNMENT INCOME FUNDS UNDER THIS PLAN,

<PAGE> 22
NATIONWIDE(R) FAMILY OF FUNDS

LIKE OTHER REDEMPTIONS, MAY BE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE.

NOTE: If your monthly withdrawals exceed the monthly dividends from your
account, you will be depleting principal, which will reduce your future dividend
potential.

INVESTOR PRIVILEGES

The Funds offer the following privileges to shareholders. Additional information
may be obtained by calling Nationwide Financial Services, Inc. (NFS) toll-free
at 1-800-848-0920.

1 NO SALES CHARGE ON MONEY MARKET--You pay no sales charge when you invest or
redeem in the Money Market.

2 SALES CHARGE SCHEDULE AND AVAILABLE DISCOUNTS--

INITIAL SALES CHARGE DISCOUNT

For purchases of the Growth, Fund, and Bond Funds, your sales charge percentage
will be reduced according to the chart below:

<TABLE>
<CAPTION>
SALES CHARGE SCHEDULE As a percentage of:
- -----------------------------------------------------------------
If your investment plus the value Offering Amount
of other shares held is: Price Invested
- -----------------------------------------------------------------
<S> <C> <C>
less than $50,000, the sales charge is: 4.5 % 4.71 %
$50,000 but less than $100,000 4.0 % 4.17 %
$100,000 but less than $250,000 3.0 % 3.09 %
$250,000 but less than $500,000 2.0 % 2.04 %
$500,000 but less than $1,000,000 1.0 % 1.01 %
$1,000,000 but less than $5,000,000 0.25% 0.251%
$5,000,000 or more 0.0 % 0.0 %

</TABLE>

Shareholders can receive even greater discounts through the cumulative
effect of the discounts below:

LIFETIME ADDITIONAL DISCOUNT

The sales charge is computed at the rate applied to the amount invested plus the
accumulated value of all shares held in any of the Nationwide Family of Funds,
including shares acquired by reinvestment of dividends and capital gains
distributions.

FAMILY MEMBER DISCOUNT

In addition, all shares held in any Fund accounts of members of the registrant's
family may be included, provided these family members reside at the registrant's
address.

For other discount privileges, see "Insurance Proceeds or Benefits
Discount Privilege" and "Letter of Intent (LOI) Discount," page 22.

3 NO SALES CHARGE ON REINVESTMENTS--All dividends and capital gains may be
reinvested free of charge within the same Fund. The Trust will not mail checks
for dividends of less than $5. Dividends will be reinvested, and you will
receive a confirmation.

4 EXCHANGE PRIVILEGE--The exchange privilege is a convenient way to exchange
shares from one Fund to another Fund in order to respond to changes in your
goals or in market conditions. There is no administrative fee, exchange fee or
limit to the number of exchanges permitted. HOWEVER, AN EXCHANGE IS A SALE AND
PURCHASE OF SHARES AND, FOR FEDERAL AND STATE INCOME TAX PURPOSES, MAY RESULT IN
A CAPITAL GAIN OR LOSS. The registration of the account to which you are making
an exchange must be exactly the same as that of the Fund account from which the
exchange is made, and the amount you exchange must meet the applicable minimum
investment of the Fund being purchased. (Shares of the Fund exchanged to must be
registered in the shareholder's state of residence).

EXCHANGES FROM GROWTH, FUND, BOND, AND MONEY MARKET FUNDS

Shares of the Growth, Fund, and Bond Funds may be exchanged among any of
Nationwide's Family of Funds without sales charge, and shares of the Tax-Free
Income or U.S. Government Income Funds acquired as a result of such exchanges
will not be subject to the applicable contingent deferred sales charge normally
assessed on redemptions.

Exchanges from the Money Market Fund to any other Fund will be subject to
applicable sales charges. (For exchanges to the Growth, Fund or Bond Funds, see
"Sales Charge Schedule and Available Discounts" on this page. For exchanges to
the Tax-Free Income or U.S. Government Income Funds, see "Contingent Deferred
Sales Charge," page 19).

EXCHANGES FROM TAX-FREE INCOME AND U.S. GOV'T INCOME FUNDS

Shares of the Tax-Free Income and U.S. Government Income Funds may be exchanged
between these two Funds without incurring any contingent deferred sales charges.
For exchanges to the Growth, Fund, or Bond Funds, the applicable contingent
deferred sales charge will be waived, but the investor will be subject to the
normal sales charges for the Growth, Fund and Bond Funds according to "Sales
Charge Schedule and Available Discounts," page 21.

NOTE: Shareholders moving money to the Money Market Fund are subject to
the applicable contingent deferred sales charge on their redemption of Tax-Free
Income or U.S. Government Income Fund shares.

EXCHANGES MAY BE MADE BY EITHER OF TWO CONVENIENT WAYS:

BY MAIL--An exchange may be made by writing to Nationwide Financial Services,
Inc., One Nationwide Plaza, P.O. Box 1492, Columbus, Ohio 43216-1492. Please be
sure that your letter is

<PAGE> 23
NATIONWIDE(R) FAMILY OF FUNDS

signed by all owners of the account and that your account number and the Fund
you wish to exchange to are included.

BY TELEPHONE--You may use the Telephone Exchange Privilege if you have
established that privilege and if you hold no share certificates. Requests may
be made only by the account owner(s) for whom Nationwide Financial Services,
Inc. (NFS) has a properly completed, signed authorization form on file. You must
call our toll-free number by 4 P.M. Eastern time to receive that day's closing
share price. You may not revoke your request once instructions have been
recorded and accepted.

Election of the privilege authorizes NFS to voice-record all instructions
to exchange. NFS may not honor your instructions unless you grant permission to
record such a call. NFS reserves the right at any time without prior notice to
suspend, limit or terminate the Telephone Exchange Privilege or its use in any
manner by any person or class.

The Funds will employ the same procedure described under "How to Sell
(Redeem) Shares" on page 18 to confirm that the instructions are genuine.

In the event of significant market activity, it may be difficult to reach
NFS by telephone. If so, an investor may choose to use alternate methods to
contact NFS such as sending instructions by a special delivery service or by
facsimile (FAX) machine (614-249-8705). If you use the FAX method, NFS reserves
the right to require the original document.

5 INSURANCE PROCEEDS OR BENEFITS DISCOUNT PRIVILEGE (GROWTH, FUND, OR BOND FUNDS
ONLY)--If the funds used to purchase shares come from proceeds or benefits of an
insurance policy issued by any of the Nationwide Enterprise of insurance
companies or their affiliated companies, the sales charge is one-half the rate
established, provided the purchase is made within 60 days after receipt of the
proceeds or benefits.

6 LETTER OF INTENT (LOI) DISCOUNT--This discount permits you to purchase shares
of the Growth, Fund, or Bond Funds at a reduced cost during a 13-month period if
the amount invested, or the value of shares held by you and other family members
of your household, plus the amount invested, equals or exceeds $50,000. LOI is
not a binding obligation upon the investor to buy the shares. It is merely a
statement of intent.

By marking the appropriate box and signing the application, you indicate
your intention to complete the appropriate LOI. The LOI will be completed when
your new investments, together with the value of all existing shares held by
you, your spouse, minor children, and other family members of your household,
total an amount equal to the amount checked on the application. You obtain a
reduced sales charge on each share purchased during the 13-month period. The LOI
may be backdated, up to 90 days, to include previous purchases under the reduced
sales charge available under the LOI.

If the intended investment is not completed, the investor will be asked
to pay the difference between the sales charge actually paid and the sales
charge due on the amount invested according to the "Sales Charge Schedule," page
21. If the difference is not paid within 20 days after written request, the
investor irrevocably constitutes and appoints Nationwide Financial Services,
Inc. as their attorney-in-fact, with full power of substitution, to redeem an
appropriate number of shares from their account to cover the amount due. For
more details on the LOI Discount, call 1-800-848-0920.

7 NET ASSET VALUE PURCHASE PRIVILEGE (GROWTH, FUND, BOND FUNDS ONLY)--All sales
of shares to the public are made at the public offering price, except the
following sales made at net asset value: (1) shares sold through institutional
sales to other registered investment companies affiliated with Nationwide
Financial Services, Inc., (2) shares issued on transfer of investments from the
Growth, Fund, or Bond Funds to another Fund in the Nationwide Family of Funds
(see "Exchange Privilege," page 21), and (3) sales which may be made (a) to any
pension, profit sharing, or other employee benefit plan for the employees of
NFS, any of its affiliated companies, or investment advisory clients and their
affiliates, (b) to Trustees and retired Trustees of NIF and NIF-II; directors,
officers, full-time employees, sales representatives and their employees, and
retired directors, officers, employees, and sales representatives, their
spouses, children or immediate relatives, and immediate relatives of deceased
employees (immediate relatives include mother, father, brothers, sisters,
grandparents, grandchildren) of any of the Nationwide Enterprise of insurance
companies or their affiliates, or any investment advisory clients of the Funds'
advisor and their affiliates, (c) to directors, officers and full-time
employees, their spouses, children or immediate relatives, and immediate
relatives of deceased employees (immediate relatives include mother, father,
brothers, sisters, grandparents, grandchildren) of any sponsor group which may
be affiliated with the Nationwide Group of Insurance Companies from time to
time, which include but are not limited to Farmland Industries, Inc., Maryland
Farm Bureau, Inc., Ohio Farm Bureau Federation, Inc., Pennsylvania Farmers'
Association, Ruralite Services, Inc., and Southern States Cooperative, (d) any
endowment or non-profit organization, (e) any pension, profit sharing, or
deferred compensation plan which is qualified under section 401(a), 403(b) or
457 of the Internal Revenue Code of 1986 as amended, dealing directly with the
Distributor with no sales representative involved, at net asset value, upon
written assurance of the purchaser that the shares are acquired for investment
purposes and will not be resold except to the Trust, (f) any life insurance
company separate account registered as a unit investment trust, and (g) any
qualified pension or profit sharing plan established by a Nationwide sales
representative for himself/herself and his/her employees.

<PAGE> 24
NATIONWIDE(R) FAMILY OF FUNDS

8 WAIVER OF CONTINGENT DEFERRED SALES CHARGE (TAX-FREE INCOME AND U.S.
GOVERNMENT INCOME FUNDS ONLY)--The contingent deferred sales charge is waived
under the circumstances of a shareholder's death or permanent disability (see
"Contingent Deferred Sales Charge," page 19). The contingent deferred sales
charge is also waived on redemptions of shares effected by: (1) any of the
classes of shareholders listed in Privilege 7, sections (1), and (3)(a) through
(3)(f) above; and (2) shares redeemed that were acquired as a result of a
transfer of investments from the Tax-Free Income, U.S. Government Income,
Growth, Fund, or Bond Funds (see "Exchange Privilege," page 21).

9 NO SALES CHARGE ON A REPURCHASE--If you redeem all or part of your Growth,
Fund, or Bond Fund shares for which you paid sales charges, you have a one-time
privilege to reinvest all or part of the redemption proceeds in any of the NIF
Funds without a sales charge, within 30 days after the effective date of the
redemption.

If you redeem all or part of your Tax-Free Income or U.S. Government
Income Fund shares on which you paid a contingent deferred sales charge, you
have a one-time privilege to reinvest all, or part, of the redemption proceeds
in either of the NIF-II Funds within 30 days and receive credit for any
contingent deferred sales charge pro-rated according to the percentage of the
reinvestment, e.g., 100% for a full reinvestment, etc.

If you realize a gain on your redemption, the transaction is taxable and
reinvestment will not alter any capital gains tax payable. If you realize a loss
and you use the reinstatement privilege, some or all of the loss will not be
allowed as a tax deduction depending upon the amount reinvested.

10 FREE CHECKING ACCOUNT PRIVILEGE (MONEY MARKET FUND ONLY)--You may request a
supply of free checks for your personal use and there is no monthly service fee.
You may use them to make withdrawals of $500 or more from your account at any
time. Your account will continue to earn daily income dividends until your check
clears your account. There is no limit on the number of checks you may write.
Cancelled checks will not be returned to you. However, your monthly statement
will provide the check number, date and amount of each check written. You will
also be able to obtain copies of cancelled checks by contacting one of our
service representatives at 1-800-848-0920.

INVESTOR SERVICES

1 TWENTY-FOUR HOUR INFORMATION RECORDING--Our toll-free number provides
information on share prices for all the Funds, and Money Market yields at
1-800-848-0520.

2 TOLL-FREE INFORMATION AND ASSISTANCE--Customer service representatives
are available to answer questions regarding the Funds and your account(s)
between the hours of 8:00 A.M. and 5:00 P.M. Eastern Time. Call toll-free:
1-800-848-0920. Or contact NFS at our FAX telephone number (614) 249-8705.

3 AUTOMATED ACCOUNT ACCESS(SM)--24-hour access to current information about the
Funds and your account(s) is available from the convenience of any touch-tone
phone. By dialing 1-800-NFS-0012 (637-0012), you may obtain share prices,
yields, account balances and confirm your last transaction. You may also order
duplicate statements, duplicate tax forms and reorder Money Market Fund checks.
For confidentiality, each investor has a Personal Identification Number (PIN).
For more information, call 1-800-848-0920.

4 RETIREMENT PLANS (Not available with the Tax-Free Income Fund)--Shares of the
Funds may be purchased for Self-Employed Retirement Plans, Individual Retirement
Accounts (IRAs), Simplified Employee Pension Plans, Corporate Pension Plans,
Profit Sharing Plans, 403(b) Tax-Sheltered Accounts, and Money Purchase Plans.
For a free information kit, call 1-800-848-0920.

5 MUTUAL FUND GIFT CERTIFICATES--Gift Certificates may be purchased for
special occasions such as birthdays, graduations, weddings, and as
appreciation gifts. Minimum purchase amounts: $25 in the Growth, Fund or Bond
Funds; $100 in the Tax-Free Income, U.S. Government Income, and Money
Market Funds. Contact one of our service representatives at 1-800-848-0920
for complete details and instructions.

6 SHAREHOLDER CONFIRMATIONS--You will receive a confirmation statement each time
a requested transaction is processed. However, no confirmations are mailed on
certain pre-authorized, systematic transactions. Instead, these will appear on
your next consolidated statement.

7 CONSOLIDATED STATEMENTS--Growth and Fund shareholders receive quarterly
statements as of the end of March, June, September, and December. Bond, Tax-Free
Income, U.S. Government Income and Money Market Fund shareholders receive
monthly statements. Please review your statement carefully and notify us
immediately if there is a discrepancy or error in your

<PAGE> 25
NATIONWIDE(R) FAMILY OF FUNDS

account. We will not be able to correct any error which has not been brought to
our attention within one year of occurrence.

For shareholders with multiple accounts, your consolidated statement will
reflect all your current holdings in the Funds. Your accounts are consolidated
by social security number and zip code. Accounts in your household under other
social security numbers may be added to your statement at your request.
Depending on which Funds you own, your consolidated statement will be sent
either monthly or quarterly. Only transactions during the reporting period will
be reflected on the statements. An annual summary statement reflecting all
calendar year transactions in all your Funds will be sent after year end.

8 AVERAGE COST STATEMENT--This statement may aid you in preparing your tax
return and in reporting capital gains and losses to the IRS. If you redeemed any
shares during the calendar year, a statement reflecting your taxable gain or
loss for the calendar year (based on the average cost you paid for the redeemed
shares) will be mailed to you following each year end. Average cost can only be
calculated on accounts opened on or after January 1, 1984. Fiduciary accounts
and accounts with shares acquired by gift, inheritance, transfer, or by any
means other than a purchase cannot be calculated.

Average cost is one of the IRS approved methods available to compute
gains or losses. You may wish to consult a tax advisor on the other methods
available. The information on your average cost statement will not be provided
to the IRS. If you have any questions, contact one of our service
representatives at 1-800-848-0920.

9 SHAREHOLDER REPORTS--All shareholders will receive reports semi-annually
detailing the financial operations of the Funds.

10 PROSPECTUSES--Updated prospectuses will be mailed to you annually.

11 UNDELIVERABLE MAIL--If mail from Nationwide Financial Services to a
shareholder is returned as undeliverable on two or more consecutive occasions,
Nationwide Financial Services will not send any future mail to the shareholder
unless it receives notification of a correct mailing address for the
shareholder. Any dividends that would be payable by check to such shareholders
will be reinvested in the shareholder's account until Nationwide Financial
Services receives notification of the shareholder's correct mailing address.

MANAGEMENT OF THE TRUSTS

The business and affairs of the Funds are managed under the direction of their
respective Boards of Trustees.

Under the terms of the Investment Management Agreement, Nationwide
Financial Services, Inc. (NFS) manages the investment of the assets and,
subject to the supervision of the Trustees, provides various administrative
services and supervises the daily business affairs of the Trusts. NFS, an Ohio
corporation, is a wholly-owned subsidiary of Nationwide Life Insurance Company,
which in turn is a wholly-owned subsidiary of the Nationwide Insurance
Enterprise.

The Growth, Fund, and Bond Funds pay the Investment Manager fees based on
average daily net assets of that Fund at the rate of .5% per year. The Money
Market Fund pays the Investment Manager fees of .45% per year.

The Tax-Free Income and U.S. Government Income Funds pay the Investment
Manager based on average daily net assets of each Fund at the rate of .65% on
the first $250 million of average daily net assets, .60% on the next $250
million, .55% on the next $250 million, and .50% on the average daily net assets
in excess of $750 million.

At its option, the Investment Manager may waive any portion of the
management fee charged to the Money Market Fund in order to offer shareholders
the highest possible current yields consistent with the investment policies and
types of permitted investments of the Fund.

NFS, as Distributor of the Funds, markets the Funds. It also provides the
administrative and accounting services, including daily valuation of the Funds'
shares, preparation of financial statements, taxes, and regulatory reports. For
accounting services, NFS receives a total annual fee of $48,000 from NIF Funds
only.

MANAGEMENTS' DISCUSSION OF FUNDS' PERFORMANCE

Managements' discussion of the Funds' performance is contained in the
Funds' Annual Report, which will be made available upon request and without
charge by writing to NFS at One Nationwide Plaza, P.O. Box 1492, Columbus, Ohio
43216-1492, or call toll-free 1-800-848-0920.

TRANSFER AND DIVIDEND DISBURSING AGENT

Nationwide Financial Services, Inc. (NFS), through its wholly-owned
subsidiary, Nationwide Investors Services, Inc. (NIS), serves as transfer
agent and dividend disbu rsing agent for the Trust.

DISTRIBUTION PLAN (TAX-FREE INCOME AND U.S. GOVERNMENT INCOME FUNDS ONLY)

The NIF-II Trust has adopted a Distribution Plan (the "Plan") under Rule
12b-1 of the Investment Company Act of 1940

<PAGE> 26
NATIONWIDE(R) FAMILY OF FUNDS

which permits the Funds to compensate the Distributor for expenses associated
with the distribution of its shares. Under the Plan, each Fund pays the
Distributor compensation accrued daily and paid monthly at a maximum annual rate
of .35% of the Trust's average daily net assets. Currently, the Tax-Free Income
and U.S. Government Income Funds accrue daily and pay monthly to the Distributor
compensation at the annual rate of .20% of the Funds' average daily net assets.
The Distributor will continue to waive the remaining .15% until further written
notice.

The Distributor also receives the proceeds of contingent deferred sales
charges imposed on certain redemptions of shares (See "Contingent Deferred Sales
Charge," page 19). Distribution expenses paid by the Distributor may include the
costs of printing and mailing prospectuses and sales literature to prospective
investors, advertising, and compensation to sales personnel and broker-dealers.

EXPENSES

For the fiscal year ended October 31, 1995, the ratio of operating expenses to
average net assets was .66% for Growth, .63% for Fund, .71% for Bond, .98% for
Tax-Free Income, 1.08% for U.S. Government Income, and .62% for Money Market. By
agreement with NFS, no Fund will bear expenses in excess of limits prescribed by
any state in which the Funds' shares are offered for sale. Also, the Growth,
Fund, Bond, and Money Market Funds will not bear expenses in excess of 1% of
average daily net assets. Such limitations did not affect any of the funds
during the year ended October 31, 1995.

THE EFFECT OF INTEREST RATES
ON BOND VALUES

All bond prices (U.S. government, municipal and corporate) are affected by
interest rates. Generally, as prevailing interest rates rise, the market value
of bonds falls. Conversely, as interest rates fall, bond market values generally
rise. Thus, if interest rates have increased from the time a security was
purchased for a Fund, that security's value could be less than cost, reducing
the net asset value per share of the Fund. If later sold, that security might be
sold at a price less than its cost resulting in a capital loss. Similarly, if
interest rates have declined from the time a security was purchased, that
security's value could be greater than its cost, resulting in an increase in the
net asset value per share. If later sold, it might be sold at a price greater
than its cost resulting in a capital gain. In either instance, if the security
was purchased at face value and held to maturity, no gain or loss would be
realized.

The change in interest rates does not affect all bond prices equally. Many
other factors contribute to a change in value, such as the time to maturity,
supply and demand for the securities, perception of credit quality, and other
economic forces.

Generally, debt securities with shorter maturities are subject to less
price fluctuation resulting from interest rate changes. Securities with
longer-term maturities are subject to greater price fluctuation.

The table below shows the effect on prices (stated as a percentage change)
of an intermediate-term bond and a long-term bond given a 1, 2 and 3 percentage
point change in interest rates. As the example shows, the longer the time to
maturity, the greater the price change.
<TABLE>
<CAPTION>

APPROXIMATE CHANGE IN MARKET VALUE OF A BOND

CHANGE IN RISING FALLING
INTEREST RATES INTEREST RATES INTEREST RATES
- -------------------------------------------------------
7-YEAR BOND YIELDING 8%

<S> <C> <C>
1 % -5.1% +5.5%
2 % -9.9 +11.3
3 % -14.4 +17.5

<CAPTION>
30-YEAR BOND YIELDING 8%

1 % -10.3% +12.5%
2 % -18.9 +27.7
3 % -26.2 +46.4

</TABLE>

Supply and demand also affect prices and can moderate or exaggerate the
price fluctuation resulting from changes in interest rates. Similarly, a change
in a security's credit rating (e.g., a reduction from AA-rated to A or below)
can have an adverse effect on the price of a security.

Changes in the value of portfolio securities will not affect the interest
income from those securities but will be reflected in the net asset value per
share of the Funds.

DISTRIBUTIONS AND TAXES

INCOME DIVIDENDS AND CAPITAL GAINS

Substantially all of the net investment income, if any, will be paid to
shareholders quarterly at the end of March, June, September, and December by the
stock funds (Growth and Fund), and at the end of each month by the Bond,
Tax-Free Income, U.S. Government Income and Money Market Funds. Checks will not
be mailed for dividends of less than $5. These dividends will be reinvested, and
you will receive a confirmation showing the transaction.

In those years in which sales of a Fund's portfolio securities result in
net realized capital gains, these gains will be distributed to shareholders in
December.

FEDERAL TAXES

Each of the Funds intends to qualify for treatment under subchapter M of the
Internal Revenue Code of 1986, as amended, (the "Code") and, therefore, must
distribute substantially all net investment income and capital gains to
shareholders annually. In general, if the Funds distribute all of their net
investment income, they are not required to pay any federal income taxes. In
addition to federal income tax, if the Funds fail to distribute the required

<PAGE> 27
NATIONWIDE(R) FAMILY OF FUNDS

portion of investment income or capital gains in any year, they will be subject
to a non-deductible 4% excise tax on the amount which they have failed to
distribute. The Funds intend to make distributions in sufficient amounts to
avoid the imposition of this excise tax.

Dividends paid by each of the Funds (with the exception of the Tax-Free
Income Fund) are taxable as income to the shareholder for federal income tax
purposes. For corporate shareholders, the appropriate portion of each year's
distribution is eligible for the corporate dividend received deduction.

Dividends paid by the Tax-Free Income Fund will be exempt from federal
income tax to the extent that the income of the Fund is derived from bonds which
qualify for such exemption. Some portion of the income from the Tax-Free Income
Fund may be taxable annually. The taxable portion of each distribution will be
based on the ratio, each year, between the Fund's taxable income and total
income. This ratio shall be determined within 60 days following the close of the
taxable year. The annual ratio may differ significantly from the ratio for the
period actually covered by each distribution.

Under current tax law as of February 29, 1996, net long-term capital
gains, if any, realized by the Funds are generally taxable to the shareholder at
the same tax rate as ordinary income, but in no event may the tax rate on such
gains exceed 28% for an individual or 35% for a corporation.

The Funds will annually report to each shareholder that shareholder's
portion of the net income and capital gain of each Fund, for inclusion in the
shareholder's income.

Individual and corporate shareholders may be subject to the Alternative
Minimum Tax ("AMT") if their Alternative Minimum Taxable Income ("AMTI") exceeds
the exemption amounts set forth in Section 55 of the Code. The AMT, at rates as
high as 28% for individuals and 20% for corporations, is reduced by the regular
tax due for the year. AMTI is the taxpayer's taxable income for the year for
regular tax purposes, increased by the tax preferences described in Section 57
of the Code and adjusted as described in Section 56 of the Code. Preferences
include interest from Specified Private Activity Bonds, as defined in Section 57
(a) (5) (C) of the Code. Bonds of this type may be held by one or more of the
Funds from time to time.

A shareholder may be subject to federal backup withholding at a rate of
31% of each distribution if the shareholder fails to certify that the taxpayer
identification number given is correct and that the shareholder is not subject
to such withholding because of underreporting of income (or if the Internal
Revenue Service gives notice that such certifications are not accurate).

STATE AND LOCAL TAXES

Distributions to shareholders of the Funds may be subject to state and local
taxes, even if not subject to federal income taxes. These laws vary, and you are
advised to consult a tax adviser regarding such taxes.

REDEMPTIONS OF SHARES

Redeeming shares may result in a capital gain or loss for tax purposes. For your
convenience, NFS provides a year-end statement, reflecting your taxable gain or
loss for the year based on the average cost paid for redeemed shares (see
"Average Cost Statement," page 24.)

(PICTURE.)

Donald and Vertie Robinson, Growth Fund shareholders, enjoying dining out
together.

(PICTURE.)
Christopher Colsey is custodian for
Elizabeth Colsey, Growth Fund shareholder, proudly posing in a pumpkin patch.

<PAGE> 28
NATIONWIDE(R) FAMILY OF FUNDS

TAX ADVANTAGES OF THE
TAX-FREE INCOME FUND

The yield on taxable securities is normally higher than on tax-exempt securities
of comparable quality and maturity. However, you can determine whether a
tax-free investment provides a higher after-tax yield or return than an
investment subject to tax by using the following formula:

Tax-Free Yield What you must earn
- ------------------------- on a taxable investment
100%-- [Your Tax Rate] = to equal this tax-free yield

By using current tax-free yields and your own tax rate in the formula
above, you can make an informed investment decision. This formula will not be
applicable if you are subject to the Alternative Minimum Tax (see page 26).

The tables below show the advantages of investing in municipal obligations
for those individuals in higher tax brackets. Taxable yields are compared to
equivalent tax-free yields. The first table is based on the maximum marginal tax
rates currently in effect under the Internal Revenue Code for the 1996 tax year
at various levels of taxable income.

For example, if you file a joint return with an adjusted gross income
of $40,000, you are in the 28% tax bracket. A 5% tax-free yield would be
equivalent to an 6.9% taxable yield for you.

Over the long term, the effect of tax-free investing is significant. With
the Tax-Free Income Fund, dividends can be automatically reinvested and allowed
to accumulate on a tax-free basis. You can see this advantage in the "How a
$20,000 Investment Grows at 5% Tax-Free vs. 5% Taxable" table below:

TAX-EQUIVALENT YIELDS BASED ON INCOME, TAX RATE, AND TAX-FREE YIELD

TAXABLE INCOME* 1996 FEDERAL TAX-FREE YIELD
- -------------------------------------------------------------------------------------------------------------------------
JOINT RETURN SINGLE RETURN INCOME TAX RATE 4% 4.5% 5% 5.5% 6% 6.5% 7% 7.5% 8%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 - 40,100 $0 - 24,000 15% 4.7 5.3 5.9 6.5 7.1 7.6 8.2 8.8 9.4

$40,100 - 96,900 $24,000 - 58,150 28% 5.6 6.3 6.9 7.6 8.3 9.0 9.7 10.4 11.1

$96,900 - 147,700 $58,150 - 121,300 31% 5.8 6.5 7.2 8.0 8.7 9.4 10.1 10.9 11.6

$147,700 - 263,750 $121,300 - 263,750 36% 6.3 7.0 7.8 8.6 9.4 10.2 10.9 11.7 12.5

Over $263,750 Over $263,750 39.6% 6.6 7.5 8.3 9.1 9.9 10.8 11.6 12.4 13.2
</TABLE>

*Net amount after exemptions and deductions.

<TABLE>
<CAPTION>
HOW A $20,000 INVESTMENT GROWS AT 5% TAX-FREE VS. 5% TAXABLE**

1996
TAX 5 YEARS 10 YEARS 20 YEARS 30 YEARS
BRACKET TAXABLE TAX-FREE TAXABLE TAX-FREE TAXABLE TAX-FREE TAXABLE TAX-FREE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
15% $24,627 $25,525 $30,324 $32,578 $45,978 $53,066 $69,713 $86,439
28% $23,869 $25,525 $28,486 $32,578 $40,572 $53,066 $57,786 $86,439
31% $23,696 $25,525 $28,076 $32,578 $39,413 $53,066 $55,328 $86,439
36% $23,412 $25,525 $27,405 $32,578 $37,551 $53,066 $51,454 $86,439
39.6% $23,208 $25,525 $26,931 $32,578 $36,263 $53,066 $48,829 $86,439
</TABLE>

**Rates are compounded daily, and taxes are assumed to be paid once a year. The
information contained in the above chart is not a projection or guarantee of the
Fund's performance. It is only a general comparison of two investments: one
taxable and one tax-exempt. The Fund's performance may not duplicate the chart
27 results. The percentage return figures were chosen arbitrarily and are not a
forecast of future results.

<PAGE> 29
NATIONWIDE(R) FAMILY OF FUNDS

PERFORMANCE ADVERTISING
FOR THE FUNDS

FUND PERFORMANCE ADVERTISING

The Funds may use historical performance in advertisements, sales literature,
semi-annual and annual reports and the prospectus. Such figures will include
quotations of average annual (compound) total return for the most recent one,
five, and ten-year periods (or the life of the Fund if less). Average annual
(compound) total return represents the average annual percentage change in the
value of an investment for the specified periods assuming a redemption of the
investment at the end of such periods. It reflects the changes in share price
and assumes reinvestment of all dividends and distributions at net asset value.
Average annual (compound) total return reflects the effect of maximum sales
charges.

The Funds may also choose to show nonstandard returns including total
return and simple average total return. Nonstandard returns may or may not
reflect reinvestment of all dividends and capital gains. In addition, sales
charge assumptions will vary. Initial sales charge percentages decrease as
amounts invested increase and contingent deferred sales charges decrease over
time, as outlined on pages 21 and 19 of this prospectus, respectively;
therefore, returns increase as sales charges decrease.

Total return represents the cumulative percentage change in the value of
an investment over time, calculated by subtracting the original investment from
the redeemable value and dividing the result by the original amount of the
investment. The simple average total return is calculated by dividing total
return by the number of years in the period, and unlike average annual
(compound) total return, does not reflect compounding.

The Bond, Tax-Free Income and U.S. Government Income Funds may advertise
their SEC yields. The SEC yield is based on a 30-day period. This yield takes
into account the yields to maturity on all debt instruments and all dividends
accrued on equity securities, since equity securities do not have maturity
dates. The SEC yield is computed by dividing the net investment income per share
earned during the 30-day period by the maximum offering price per share on the
last day of the period.

The Money Market Fund may advertise current seven-day yield quotations
computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one share at
the beginning of the base period to obtain a base period return and then
multiplying the base period return by (365/7). For purposes of this calculation,
the net change in account value reflects the value of additional shares
purchased with dividends from the original share, and dividends declared on both
the original share and any such additional shares. The Money Market's effective
yield represents a compounding on an annualized basis of the current yield
quotations.

RANKINGS AND RATINGS IN FINANCIAL PUBLICATIONS

The Funds may report their performance relative to other mutual funds or
investments. The performance comparisons are made to: other mutual funds with
similar objectives; other mutual funds with different objectives; or, to the
investment industry as a whole. Other investments which the Funds may be
compared to include, but are not limited to: precious metals; real estate;
stocks and bonds; closed-end funds; market indexes; fixed-rate, insured bank
CDs, bank money market deposit accounts and passbook savings; and the Consumer
Price Index.

Normally these rankings and ratings are published by independent tracking
services and publications of general interest including, but not limited to:
Lipper Analytical Services, Inc., CDA/Wiesenberger, Morningstar, Donoghue's,
Schabaker Investment Management, Kanon Bloch Carre & Co.; magazines such as
Money, Fortune, Forbes, Kiplinger's Personal Finance Magazine, Smart Money,
Mutual Funds, Worth, Financial World, Consumer Reports, Business Week, Time,
Newsweek, U.S. News and World Report; and other publications such as the Wall
Street Journal, Barron's, Columbus Dispatch, Investor's Business Daily, and
Standard & Poor's Outlook.

The rankings may or may not include the effects of sales charges. Lipper
Analytical Services is an independent rating service that ranks over 8,000
mutual funds based upon total return performance. These rating services and
publications rank the

(PICTURE.)

Royal Schomp, Growth Fund shareholder, smiling and at his ease in the company of
man's best friend.

<PAGE> 30
NATIONWIDE(R) FAMILY OF FUNDS

performance of the Funds against all funds over specified periods and against
funds in specified categories. The categories in which the Funds may be cited
include, but are not limited to:

GROWTH FUND:
Growth Funds, Long-Term Growth Funds

NATIONWIDE FUND:
Growth and Income Funds, Growth Funds,
Long-Term Growth Funds

BOND FUND:
Income Funds, High Grade Corporate Bond Funds,
A-Rated Bond Funds

TAX-FREE INCOME FUND:
General Municipal Bond Funds, High-Quality Municipal Bond Funds, A-Rated
Municipal Bond Funds, Municipal Bond Funds, Tax-Free Funds

U.S. GOVERNMENT INCOME FUND:
U.S. Government Bond Funds, Intermediate-Term U.S. Government Bond Funds,
Limited-Term U.S. Government Bond Funds, U.S. Government Securities Funds,
Government Bond Funds

MONEY MARKET FUND:
Money Market Funds, Current Income Funds

The comparative material found in advertisements, sales literature, or in
reports to shareholders may contain past and/or present performance ratings.
Past performance of the Funds, like any investment, is no guarantee of future
results. Future results may be less or more.

ADDITIONAL INFORMATION

STATEMENTS OF ADDITIONAL

INFORMATION

These documents (one each for the NIF and NIF-II trusts), containing more
information on the Funds, are filed with the Securities and Exchange Commission.
Free copies may be obtained from NFS upon request (see "Shareholder Inquiries,"
page 30).

DESCRIPTION OF SHARES
The assets of each Fund are segregated, and you have an interest only in the
assets of the class in which you own shares. Shares of a particular class are
equal in all respects to the other shares of that class and in the event of
liquidation of the Fund will share pro rata in the distribution of the net
assets of such Fund. All shares are of $1 par value and fully paid,
nonassessable, transferable, and redeemable. There are no preemptive rights.

JOINT PROSPECTUS DISCLOSURE
Although each Trust (NIF and NIF-II) is offering only shares of its own Funds,
it is possible that a Trust might become liable under the Securities Act of 1933
for any material misstatement or omission in the Prospectus about Funds of the
other Trust. The Trustees of each Trust have considered this in approving the
use of a single combined Nationwide Family of Funds Prospectus.

(PICTURE.)

Colleen Felix is custodian for Growth Fund shareholder Shayna Snyder (right)
with her friend Dylan Anderko.

<PAGE> 31
NATIONWIDE(R) FAMILY OF FUNDS

VOTING RIGHTS

Shareholders of each class of shares have one vote for each share held. Voting
rights cover the Investment Management Agreement, Distribution Agreement,
election of Trustees, termination of the Trust, sale of assets as a whole,
change of investment objectives, investment policies, investment restrictions
(NIF only), and other business matters. In regard to termination, sale of
assets, or change of investment objectives, policies and restrictions (NIF
only), the right to vote is limited to the holders of shares of the particular
class affected by the proposal.

SHAREHOLDER INQUIRIES

Inquiries regarding the Funds should be directed to Nationwide Financial
Services, Inc., One Nationwide Plaza, P.O. Box 1492, Columbus, Ohio 43216-1492,
or call 1-800-848-0920.

(PICTURE.)

Jane and Rod Mullins, shareholders in Bond, Tax-Free, Growth, and Money Market
Funds, reach the summit of Pikes Peak.

(PICTURE.)

Erma Sullivan, Money Market Fund shareholder, cuddles great- grandbaby Andrea, a
shareholder in Growth Fund.

NATIONWIDE INVESTING
FOUNDATION FUNDS:

Growth Fund
Nationwide Fund
Bond Fund
Money Market Fund

NATIONWIDE INVESTING
FOUNDATION II FUNDS:

Tax-Free Income Fund
U.S. Government Income Fund

NATIONAL DISTRIBUTOR AND
INVESTMENT MANAGER

Nationwide Financial Services, Inc.
P.O. Box 1492
One Nationwide Plaza
Columbus, Ohio 43216-1492

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, Ohio 43215-2537

TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT

Nationwide Financial Services, Inc.
(Through its wholly owned subsidiary,
Nationwide Investors Services, Inc.)

LEGAL COUNSEL

Druen, Rath & Dietrich
One Nationwide Plaza
Columbus, Ohio 43215-2220

CUSTODIAN

The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263-0001

<PAGE> 32
NATIONWIDE(R)
FAMILY OF
FUNDS

INVESTOR
PROFILES:

Nationwide(R) Growth Fund is for investors seeking to maximize capital growth by
investing in the common stock of companies in industries where economic trends
and new technologies indicate greater than average growth potential.

Nationwide(R) Fund is for investors seeking to maximize returns through a
flexible combination of income and long-term capital appreciation, generally
from common stocks of well-known, larger companies.

Nationwide(R) Bond Fund is for investors seeking high monthly income with the
degree of safety that can be provided through high-quality bonds and other fixed
income securities.

Nationwide(R) Tax-Free Income Fund is for investors seeking high monthly income
free from federal taxes with the degree of safety that can be provided through
high-quality municipal bonds.

Nationwide(R) U.S. Government Income Fund is for investors seeking high monthly
income, reduced share price fluctuations and relative safety of principal
through securities backed by the U.S.government and its agencies.

Nationwide(R) Money Market Fund is for investors seeking monthly income at
current rates of return with maximum share price stability (principal is not
intended to fluctuate).

INVESTING IN THE FUNDS
<TABLE>
<CAPTION>

Growth Tax-Free Income
Fund U.S. Gov't Income
Bond Money Market
<S> <C> <C>
INVESTMENT MINIMUMS :
New Accounts $ 250 $ 1,000
Subsequent Investments $ 25 $ 100

</TABLE>

(Certain investor strategies, privileges, and services allow initial investments
below these minimums. See details contained within this prospectus.)

HOW TO INVEST: A new account can be opened by completing the application
contained in this Prospectus and mailing along with your check payable to
Nationwide Financial Services, Inc. at the address shown on the back cover.
Subsequent investments can be made by mail or wire. More details on purchasing
and selling shares can be found on pages 16 through 19.

INVESTOR STRATEGIES

Nationwide offers six investor strategies to assist with your financial goals. A
complete description of each strategy can be found on pages 19 and 20.

MONEY MARKET PLUS GROWTH(SM)
MONEY MARKET PLUS INCOME(SM)
AUTOMATIC ASSET ACCUMULATION(SM)
AUTOMATIC ASSET ALLOCATION(SM)
AUTOMATIC ASSET TRANSFER(SM)
AUTOMATIC WITHDRAWAL PLAN(SM)

INVESTOR PRIVILEGES & SERVICES

Investors have the following privileges and services available to them. Further
details begin on page 21.

SALES CHARGE DISCOUNTS
NO SALES CHARGES ON DIVIDENDS & CAPITAL GAINS REINVESTED
NO SALES CHARGES ON REPURCHASE

EXCHANGE PRIVILEGES AND FREE TELEPHONE EXCHANGES

TOLL-FREE CUSTOMER ASSISTANCE

24-HOUR AUTOMATED ACCOUNT ACCESS(SM)

24-HOUR SHARE PRICE AND YIELD INFORMATION
RETIREMENT PLANS (IRAS, SEPS, AND OTHERS)
MUTUAL FUND GIFT CERTIFICATES
CONSOLIDATED STATEMENTS
AVERAGE COST STATEMENT

FREE CHECKING ACCOUNT (MONEY MARKET FUND ONLY)

Nationwide(R) and [LOGO] are registered Federal Service marks of the Nationwide
Mutual Insurance Company.

31
<PAGE> 33

NATIONWIDE FAMILY OF FUNDS BULK RATE
ONE NATIONWIDE PLAZA U.S. POSTAGE
COLUMBUS, OHIO 43215-2220 PAID
COLUMBUS, OHIO
1996 PROSPECTUS PERMIT NO. 492

<PAGE> 34
APPLICATION

IMPORTANT: THE SUITABILITY AND SIGNATURE SECTIONS ON PAGE A2 MUST BE COMPLETED
TO OPEN A NEW ACCOUNT.

For IRA Plans use application from IRA Booklet. Make checks payable to:
Nationwide Financial Services, Inc.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
PLEASE PRINT OR TYPE
To complete application, follow Send application and check to:
instructions to the left of each For assistance in NATIONWIDE FINANCIAL SERVICES, INC. NOTE:
section, then remove from opening an account: ONE NATIONWIDE PLAZA To avoid delays, do not use
prospectus booklet and mail with CALL TOLL-FREE: P.O. BOX 1492 P.O. Box for special delivery
check to address at right. 1-800-848-0920 COLUMBUS, OHIO 43216-1492 and other overnight services.
- ------------------------------------------------------------------------------------------------------------------------------------
SALES REPRESENTATIVE
USE ONLY Agent Name____________________________________________________________

Stamps are permitted provided Agent #_____________________________State # _____________Phone # ( )-----------------
all necessary information is
included.
- ------------------------------------------------------------------------------------------------------------------------------------
1 - INITIAL INVESTMENT GROWTH+ $_____________________ TAX-FREE INCOME++ $_____________________
Specify dollar amount you wish to FUND+ $_____________________ U.S. GOVERNMENT INCOME++ $_____________________
invest in each Fund (purchases BOND+ $_____________________ MONEY MARKET++ $_____________________
must be in U.S. dollars). You may + Minimum investment $250 (or $25 monthly*) ++ Minimum investment $1,000 (or $100 monthly*)
allocate your investment among
any or all funds provided account / / Initial investment from insurance proceeds/benefits of Nationwide/Affiliate companies
minimums are met for each fund insurance policy.
(only one check needed). *MINIMUM
MONTHLY INVESTMENTS AVAILABLE ONLY
WITH AUTOMATIC ASSET ACCUMULATION.
- ------------------------------------------------------------------------------------------------------------------------------------
2 - ACCOUNT REGISTRATION / / INDIVIDUAL / / JOINT TENANT / / GIFTS TO / / TRANSFER
a) Check only one box b) Fill in WITH RIGHT OF MINORS ON DEATH
complete name, address, telephone SURVIVORSHIP (Complete #4) (Complete pg. A5)
number, date of birth,
occupation, and employer. / / OTHER (Complete appropriate form on pages A5-A7
c) If any party is a minor, you if corporation, association,
must also complete #4 below. partnership, etc.)
d) IF YOU WISH TO NAME ONE OR
MORE BENEFICIARIES, YOU MUST ALSO -------------------------------------------------------------- -------------------------------
COMPLETE THE TRANSFER ON DEATH Name of Individual (first, middle initial, last), Custodian, Joint Tenant
FORM ON PAGE A5. Corporation, or Trustee

----------------------------------------------------------- ( ----- )------------------------
Address - Street Business Phone

----------------------------------------------------------- ( ----- )------------------------
City State Zip Home Phone

----- /----- /---------- ------------------------------ ---------------------------------
Date of Birth (mo/day/yr) Occupation Employer

I am a / / Nationwide/Affiliate/Advisory Client employee/retiree/relative
/ / Nationwide Sponsor Group employee/relative
- ------------------------------------------------------------------------------------------------------------------------------------
3 - SOCIAL SECURITY | | | | | | | | | | / / Initial here if you have
NUMBER / TAXPAYER been notified by the
IDENTIFICATION NUMBER / / Soc. Sec. Number or / / Tax Identification Number Internal Revenue Service
A Social Security or tax that you are subject to the
identification number is required (Required by IRS; you cannot open an account unless provided.) 31% withholding due to
by federal law. Trust account--use under-reporting of income.
owner's SS number. Gifts/Transfers
to Minors account--use the minor's I am a / / U.S Citizen. / / Other (specify)___________________________
SS number, NOT custodian's, and
complete #4 below.
- ------------------------------------------------------------------------------------------------------------------------------------
4 - GIFTS/TRANSFERS TO MINORS _______________________________________________custodian for___________________________________
Complete only if account is Custodian (one only) Minor (one only)
established under the Uniform
Gifts/Transfers to Minors Act, under the___________________________________ Uniform Gifts/Transfers to Minors Act.
making sure you report the minor's (State of Residence) ______ /______ / ______
Social Security number in #3 (minor's Date of Birth--mo/day/yr)
above.
- ------------------------------------------------------------------------------------------------------------------------------------
5 - DIVIDEND OPTION Check One: / / Reinvest Dividends and Capital Gains / / Pay Dividends in Cash and
Check how you wish to receive Reinvest Capital Gains
your dividends and capital gains. / / Pay Dividends and Capital Gains in Cash / / Pay Capital Gains in Cash and
Reinvest Dividends
/ / I want my dividends and/or capital gains deposited directly to my banking institution
(ATTACH COPY OF VOIDED CHECK).
- ------------------------------------------------------------------------------------------------------------------------------------
6 - DISCOUNT PRIVILEGE / / I have other Nationwide Mutual Fund Accounts (also list below any other
To receive maximum sales charge members of your household with accounts).
discounts on purchases of the
Growth, Fund, or Bond Funds, Spouse: SS# _________ - _____ - _______________ Child: SS# _________ - _____ - _________
check box. Also list Social
Security numbers of all members Child: SS# _________ - _____ - _______________ Child: SS# _________ - _____ - _________
of your household with Nationwide
Mutual Fund accounts (all must Other ______________________________________ SS# _________ - _____ - _________
reside at address listed in (Relationship)
#2 above).

</TABLE>

A1
<PAGE> 35
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
7- EXCHANGE PRIVILEGE / / By initialing this box and signing this application below, I authorize Nationwide
You must initial this box in Investors Services, Inc. to act upon my voice recorded telephone instructions to exchange
order to exchange shares of a my account among Nationwide's Mutual Funds. I have read and agree to the terms and
Fund for shares of another Fund conditions of the telephone exchange privilege on page 21 of the prospectus. I understand
by telephone (no fee). Certain that this privilege may be suspended, limited or terminated without notice and exchanges
restrictions apply (see page may entail a sales charge.
21).
- ------------------------------------------------------------------------------------------------------------------------------------
8 - TELEPHONE / / The Transfer Agent is authorized to honor telephoned requests from any registered
WITHDRAWALS shareholder for the redemption of Fund shares. (The funds will employ reasonable
Initial the box if you want to procedures for the protection of shareholders to confirm that instructions communicated
redeem shares by telephone. A by telephone are genuine such as, but not limited to, recording the conversation,
check from your account can be requiring some form of personal identification and providing written confirmation of the
sent to the address on this transaction. If these procedures are not followed, the funds may be liable for any loss
application (no fee). If you want due to unauthorized or fraudulent instructions.) Amounts of $1,000 or more can be wired
amounts of $1,000 or more wired provided that proceeds are transmitted ONLY to this bank account (ATTACH COPY OF VOIDED
to your banking institution CHECK):
($5 fee applies) fill in bank
name, address, and account Bank Name_____________________________________________________ Account No.____________________
number. (Bank must be a Federal Reserve Bank member)

Bank Address__________________________________________________________
City State Zip
- ------------------------------------------------------------------------------------------------------------------------------------
9 - SUITABILITY REVIEW PRIMARY INFORMATION
The SEC / NASD Rules require that INVESTMENT OBJECTIVE _____ Growth Potential _____Price Stability
all registered representatives _____ Income Potential _____Other /Specify____________________________
have reasonable grounds for
believing that an investment is INVESTMENT GOALS _____ Retirement _____ Savings _____ Professional Mgmt.
suitable for you. Such a decision _____ Education _____ Diversification _____ Other
is based on the facts, if any,
disclosed by you. Please answer
all questions to the best of your -----------------------------------------------------------------------------------------------
ability. If you are not certain ADDITIONAL INFORMATION Estimated Annual Income Face Value of Life Cash Value of
of a particular value, please make FINANCIAL INFORMATION Insurance Life Insurance
a reasonable estimate. If a
category does not apply to you, $---------------------- $----------------------- $-------------
indicate this by entering an NA.
Value of Passbook Savings Value of Mutual Funds Value of CD's
IF YOU CHOOSE NOT TO DISCLOSE ANY
INFORMATION, YOU MUST SIGN THE $---------------------- $----------------------- $-------------
SPACE BELOW.
Value of Stocks Est. Value of Residence / Value of Bonds
Other Real Estate

$---------------------- $----------------------- $-------------
Other Assets Est. Indebtedness (Includes Mortgages and
Car Loans)

$---------------------- $-----------------------

Marital Status ___ Married ___ Single ___ Widowed ____________________
Spouse's Occupation

Number of Dependents ___ Sex ___ M ___ F
--------------------
Spouse's Employer

I CHOOSE NOT TO DISCLOSE ANY SUITABILITY INFORMATION.
ADDITIONAL COMMENTS ___________________________________________________
X____________________________________________________
Client Signature ___________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
10 - SIGNATURE SECTION IMPORTANT: BOTH AGENT AND CLIENT MUST SIGN THIS SECTION OF THE APPLICATION TO OPEN A NEW ACCOUNT.

I UNDERSTAND THE INVESTMENT OBJECTIVES OF THE(SE) FUND(S) AND I BELIEVE THAT
THEY ARE CONSISTENT WITH MY NEEDS AND OBJECTIVES. ALSO, I UNDERSTAND THAT THE
VALUE OF MY SHARES WILL FLUCTUATE (EXCEPT THE MONEY MARKET FUND WHICH SEEKS TO
MAINTAIN A FIXED $1.00 SHARE PRICE) AND, DEPENDING ON THE MARKET VALUE OF THE
FUNDS' INVESTMENTS AT THE TIME I REDEEM MY SHARES, I MAY RECEIVE MORE OR LESS
THAN THE ORIGINAL AMOUNT.

I AM OF LEGAL AGE, AND I HAVE RECEIVED A NATIONWIDE(R) FAMILY OF FUNDS
PROSPECTUS DATED FEBRUARY 29, 1996, AND HAVE READ IT CAREFULLY AND AGREE TO ITS
TERMS. I UNDERSTAND THAT I WILL RECEIVE A CONFIRMATION OF ALL TRANSACTIONS. I
CERTIFY, UNDER PENALTIES OF PERJURY, THAT I AM NOT SUBJECT TO BACK-UP
WITHHOLDING UNLESS INDICATED ON THE REVERSE SIDE OF THIS APPLICATION AND THAT
THE INFORMATION REGARDING TAX IDENTIFICATION AND SOCIAL SECURITY NUMBER AND
BACK-UP WITHHOLDING IS TRUE, CORRECT AND COMPLETE.

X ___________________ X______________________________________ Date______________
SIGNATURES (WITH TITLE, IF ANY) OF ALL OWNERS SHOWN IN ACCOUNT REGISTRATION,
SECTION 2 ON PAGE A1.
APPROVED FOR SUITABILITY BY HOME OFFICE
PRINCIPAL:
X _________________ Date____________ _______________________________________
AGENT SIGNATURE (NO STAMPS) Principal's Signature
</TABLE>

A2
<PAGE> 36
<TABLE>
<CAPTION>
NATIONWIDE(R) MUTUAL FUND SERVICES
COMPLETE THIS SECTION ONLY IF YOU WISH TO ELECT ONE OR
MORE OF THESE ADDITIONAL SERVICES. TO ELECT ADDITIONAL
INVESTMENT STRATEGIES, SEE PAGE A4.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
11 - GIFT CERTIFICATE Name of Recipient: ___________________________________________________________________________
Complete only if you are opening
a new account (for the person Giver: ___________________________________________________________________________
named in Section 2) with a gift
certificate. If you have any Occasion: _________________________________________________ Amount of Gift:________
questions, contact one of our
service representatives at Mail Certficate to: ___________________________________________________________________________
1-800-848-0920 between 8 A.M. and
5 P.M. (Eastern Time) Monday thru ---------------------------------------------------------------------------
Friday before mailing
application.
- ------------------------------------------------------------------------------------------------------------------------------------
12 - FREE CHECKS / / Please initial the box if you would like a supply of free checks. Be sure all
(MONEY MARKET FUND ONLY) authorized account holders sign below. Checks may be written for $500 or more only.
To receive a free supply of
checks to use for withdrawing CHECK BOX TO INDICATE / / Only one signature / / Two signatures / / ____signatures
funds from your Money Market Fund HOW MANY SIGNATURES is required are required are required
account: a) initial the first box; ARE REQUIRED
b) check the number of signatures
required to withdraw, and c) have SIGNATURES OF ALL AUTHORIZED ACCOUNT HOLDERS:
ALL authorized account holders
sign here (i.e., Joint Tenant X_________________________________________________________ X________________________________
named in the Account Registration
or all authorized individuals X_________________________________________________________ Account No.______________________
listed on the accompanying
Corporate, Partnership or In signing this section the signator(s) agree to be subject to the customary rules and
Association Certified regulations governing checking accounts and to the conditions set forth below. If the Checking
Resolutions). Account Privilege is established after the opening of the account, or if any change is made in
the above information, all signatures will have to be guaranteed.
NAMES MUST BE SIGNED EXACTLY AS
THEY APPEAR IN THE ACCOUNT The payment of funds on the conditions set forth in this section is authorized by the
REGISTRATION signature(s) appearing above. Nationwide Investors Services, Inc., the Fund's Transfer Agent,
is hereby appointed agent by the person(s) signing this card and will cause the Fund to redeem
a sufficient number of shares from the account to cover checks presented for payment without
requiring signature guarantees. The Fund and its agents will not be liable for any loss,
expense or cost arising out of check redemptions or checks returned without payment. Shares
outstanding in the account for less than 12 days will not be liquidated to pay checks presented
unless the Transfer Agent is assured that good payment has been collected through normal
banking channels. The Transfer Agent has the right not to honor checks that are for less than
$500 or checks in an amount exceeding the value of the account at the time the check is
presented for payment. This privilege is subject to the provisions of the current prospectus of
the Fund as amended from time to time. This agreement may be modified or terminated at any
time.

</TABLE>

A3
<PAGE> 37
<TABLE>
<CAPTION>
NATIONWIDE(R) MUTUAL FUND INVESTOR STRATEGIES
COMPLETE THIS SECTION ONLY IF YOU WISH TO ELECT ONE OR MORE OF THESE INVESTOR STRATEGIES.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
13 - MONEY MARKET PLUS / / I want my monthly Money Market Fund dividends invested into indicated Fund (one
GROWTH(SM) & MONEY MARKET only).
PLUS INCOME(SM) PLANS Minimum $5,000 Money Market Fund investment. See Page 19.
Check appropriate box to select
the Fund in which you want to MONEY MARKET PLUS GROWTH(SM) / / Growth / / Fund
reinvest your monthly Money Market
Fund dividends. If you have an MONEY MARKET PLUS INCOME(SM) / / Bond / / Tax-Free Income* / / U.S. Government Income*
established account you want Money * Must have an established account.
Market dividends reinvested into,
write account number in space / / I want my Money Market dividends reinvested into my previously established account #:_____
provided. See page 19.
- ------------------------------------------------------------------------------------------------------------------------------------
14 - AUTOMATIC ASSET / / I want to establish an Automatic Asset Accumulation plan. I want the specified dollar
ACCUMULATION(SM) & amount(s) invested into the Fund(s) of my choice, as specified below. NOTE: You must meet
AUTOMATIC ASSET the account minimums of each fund in which you invest. If you have any questions, please
ALLOCATION(SM) PLANS contact one of our representatives at 1-800-848-0920. See page 20 for more details.
Initialing the box and completing (YOU MUST ATTACH COPY OF A VOIDED CHECK.)
the Authorization Form below
authorizes your bank to make
monthly investments directly from Select Investment Date: / / 5th / / 15th / / 25th
your checking account into the (Choose one only)
Fund(s) of your choice in the
dollar amount(s) indicated. If you Monthly investments are to be allocated as follows:
are taking advantage of Automatic
Asset Allocation(SM) by selecting GROWTH+ $__________________ TAX-FREE INCOME++ $__________________
more than one Fund, be sure to FUND+ $__________________ U.S. GOVERNMENT INCOME++ $__________________
specify the dollar amount for each BOND+ $__________________ MONEY MARKET++ $__________________
Fund (YOU MUST MEET THE ACCOUNT + Minimum investment $25 monthly ++ Minimum investment $100 monthly
MINIMUMS FOR EACH FUND IN WHICH
YOU INVEST). See page 20.
- ------------------------------------------------------------------------------------------------------------------------------------
15 - AUTOMATIC ASSET / / I want to establish an Automatic Asset Transfer Plan. $50 per month minimum transfer.
TRANSFER(SM) PLAN See page 20.
Fill in the blanks and initial the Please transfer $________________ beginning __________ each / / month / / quarter
box to establish regular transfers ($50 minimum) Month/Year
from your Money Market Fund
account to the Fund account of Into the _____________________________ Fund Account # _________________________
your choice. See page 20. (if already established)
- -----------------------------------------------------------------------------------------------------------------------------------
16 - AUTOMATIC / / I want to receive a check drawn on my account
WITHDRAWAL PLAN(SM) each / / month / / quarter for $____________ .
Fill in the blanks and initial the ($50 minimum)
box allowing you to receive / / Specify month you want to receive your first check: Month_________ . Checks
checks for $50 or more monthly or will be mailed to the address indicated in Section #2 unless otherwise
quarterly from your account. See specified in writing, or you can elect direct deposit to your bank account.
page 20.
/ / Check box if you want withdrawals deposited directly to your banking
institution (ATTACH COPY OF A VOIDED CHECK).
- -----------------------------------------------------------------------------------------------------------------------------------
17- LETTER OF INTENT / / I want to establish a Letter of Intent, and agree to the conditions and terms on
Initial the box and check the page 22.
amount you intend to invest in one / / $50,000 / / $100,000 / / $250,000 / / $500,000 / / $1,000,000 or more
13-month period to obtain a
reduced sales charge. See page 22.

</TABLE>

<PAGE> 38
FORMS SECTION
IF YOU CHECKED BOX MARKED "TRUST/OTHER" OF SECTION 2
OF APPLICATION, YOU MUST COMPLETE APPROPRIATE FORM FROM THIS SECTION AND
MAIL ALONG WITH APPLICATION.

FOR INDIVIDUAL AND JOINT TENANCY ACCOUNTS ONLY

Shareholders of each Fund may choose to have their shares transferred upon death
directly to their designated beneficiary(ies). If you choose to name one or more
beneficiaries for the account you are opening with this application, all shares
in the account, including those purchased in the future, will be transferred
directly to the designated beneficiary(ies) upon your death. If you designate
one or more beneficiaries for your account, you have the right to change or
revoke the beneficiary designation at any time in the future, without the
consent of the beneficiary(ies). If you elect to use this method of transferring
the shares in your account upon your death, please complete the section below.
This form of transfer is available only for individual and joint tenancy
accounts.

I (We) request that the mutual fund account that is opened with this application
be registered in beneficiary form under the Ohio Uniform Transfer- On-Death
Security Registration Act. I (We) assign ownership upon my (our) death to the
beneficiary(ies) named below in the percentage shares indicated. I (We) direct
the transfer agent to transfer the shares in such account and any unpaid
dividends and capital gains payments in accordance with this direction and the
provisions of the Ohio Uniform Transfer On Death Security Registration Act. If
the account created with this application is established in joint tenancy, no
transfer of ownership of shares under this beneficiary designation will occur
until the death of all owners of the account. This beneficiary designation may
be modified or revoked for the account any time prior to the death of the last
surviving owner of the account, without the consent of the beneficiary(ies),
provided the modification or revocation is on the form provided by Nationwide
Financial Services, Inc., and is received by Nationwide Financial Services,
Inc., in Columbus, Ohio, prior to the death of the owner(s) of the account.

FUND:________________________________ ACCOUNT NUMBER: ____________________

NAME OF PRIMARY BENEFICIARY(IES): NAME OF CONTINGENT BENEFICIARY(IES):
(if he/she/they shall survive me (us)): (if primary beneficiary(ies) shall
not survive me (us)):

Date of Birth Date of Birth

(1)_________________________ % of shares (1)________________________ % of shares

(2)_________________________ % of shares (2)________________________ % of shares

(3)_________________________ % of shares (3)________________________ % of shares

______________________________________ _______________________________________
Signature Date Signature Date

APPOINTMENT OF SUCCESSOR CUSTODIAN

FOR UNIFORM GIFT/TRANSFER ACCOUNT REGISTRATION ONLY

Gentleman:
Account # ______________________

I, ____________________________________, Hereby appoint _____________________
as the Successor Custodian for this account.

------------------------------------
Signature

I, _________________________, Hereby accept the appointment as the Successor
Custodian.

------------------------------------
Signature

<PAGE> 39
USE ONLY FOR AN ASSOCIATION

A Certified Association Resolution (Part C) must be completed and submitted
with the new account application.

CERTIFIED ASSOCIATION RESOLUTION

I, _________________________________, duly elected and acting Secretary of an
unincorporated association, _____________________________certify that the
following resolution is a true copy, which is now in full force and effect,
adopted by the / / members / / Trustees or / / Executive Committee of the
association, at a meeting duly held in the City of____________________, County
of__________________________. State of ______________ on ____________, 19______.

RESOLVED, that the persons named and signing below are authorized, pursuant to
the association's articles of association and bylaws, to execute and deliver any
written instrument necessary to effect purchases and redemptions and to transact
any other business necessary on this association's account invested in any of
the Nationwide Investing Foundation or Nationwide Investing Foundation II Funds.

X
- --------------------------------------------------------------------------------
Printed Name Title Signature

and that the signatures of not less than ___________of said persons shall be
required to carry out the said authority.

RESOLVED FURTHER, that the association and its members, jointly and severally,
assume entire responsibility for, and agree to indemnify and hold harmless, the
Fund and/or its agents against any and all claims, liabilities, damages,
actions, charges, and expense resulting from, or arising out of, the acts of the
Fund in accordance with the authority hereby granted the above named persons,
and honoring signatures thereof, prior to receipt of any contrary written
notification, or for refusing to honor any signature for which it has not
received appropriate written notification.

Signed on this ______________________ day of ________________________, 19_____.

- --------------------------------------------------------------------------------
(Secretary) (Seal)

I, the (Title)___________________________________ of this association, hereby
certify that the foregoing certificate has been signed by the Secretary of this
association.

Signature______________________________________ Date ______ / ______ / ______

<PAGE> 40
USE ONLY FOR A CORPORATION

(See reverse Side) (NON QUALIFIED PLANS) Account No.______________
A Certified Corporate Resolution (Part D) must be completed and submitted with
the new account application.

CERTIFIED CORPORATE RESOLUTION

I, ______________________ Secretary of _________________________, a corporation

organized under the laws of (State) ____________________________certify that

the following is a true copy, which is now in full force and effect, adopted by
the Board of Directors on _______________________________, 19 ____________.

RESOLVED, that the persons named and signing below are authorized to execute and
deliver any written instrument necessary to effect purchases and redemptions and
to transact any other business necessary on this corporation's account invested
in any of the Nationwide Investing Foundation or Nationwide Investing Foundation
II Funds.

- --------------------------------------------------------------------------------
Printed Name Title Signature

X
- --------------------------------------------------------------------------------
Printed Name Title Signature

and that the signatures of not less than ___________of said persons shall be
required to carry out the said authority.

RESOLVED FURTHER, that the Secretary of this corporation is hereby authorized to
certify to the Fund the names and signatures of the officers of this corporation
and the offices respectively held by them, and that this corporation assumes
entire responsibility for and agrees to indemnify and hold harmless the Fund
and/or its agents against any and all claims, liabilities, damages, actions,
charges, and expenses resulting from, or arising out of, the acts of the Fund in
accordance with the authority hereby granted the above named persons, and
honoring signatures thereof, prior to the receipt of any contrary certification,
of for refusing to honor any signature for which it has not received any
certification.

Signed on this _________________________ day of ______________________, 19_____.

- --------------------------------------------------------------------------------
(Secretary) (Seal)

I, the (Title)________________________________________________________ of this
corporation, hereby certify that the foregoing certificate has been signed by
the Secretary of this corporation.

Signature____________________________________ Date ______ / ______ / _______

<PAGE> 41
USE ONLY FOR A RETIREMENT PLAN TRUST

(See Reverse Side) (NORMALLY FOR QUALIFIED PLANS) Account No.____________
A Certification of Authority (Part A) must be completed and submitted with the
new account application.

CERTIFICATION OF AUTHORITY

We, the undersigned, being the Trustees of the ______________________hereby

acknowledge that we are authorized to invest the assets of the Trust/Plan and

do hereby appoint_______________________________________________________________
Names of Individuals

to execute any investment applications for any of the Nationwide Investing

Foundation or Nationwide Investing Foundation II Funds in which assets of the

Trust/Plan may be invested; and do further authorize and appoint ____________and

_____________________________________________________to purchase, sell, assign,
and transfer securities and to sign checks issuable by the Trust/Plan redeeming
shares of the Fund. We further state that this individual authority shall
continue to be honored until revoked by written notice from either of us and
received by the Transfer Agent, Nationwide Investors Services, Inc. By signing
this authorization, we agree that any of the Nationwide Investing Foundation
Funds, Nationwide Investing Foundation II Funds, Nationwide Investors Services,
Inc., and Nationwide Financial Services, Inc. shall be indemnified and held
harmless from any loss, damage, cost, or claim that may arise from any
authorized or unauthorized use of the assets or checks of the Trust/Plan in
connection with the holdings of the Fund.

X
____________________________________________ _______________________________
Printed Name Signature

(Attach additional list if necessary) Date_____________________

USE ONLY FOR A PARTNERSHIP

(NON QUALIFIED PLANS)

A Certification of Authority (Part B) must be completed and submitted with the
new account application.

CERTIFICATION OF AUTHORITY (Partnership)

We, the undersigned, being the principal partners of the________________________
Partnership's Name

hereby state that we are authorized to invest the assets of the partnership
either jointly or individually in any of the Nationwide Investing Foundation or
Nationwide Investing Foundation II Funds. We also agree that either _________ or
_______________________________have individual authority to purchase, sell,
assign, and transfer securities and to sign checks issuable by the partnership
redeeming shares of the Fund. We further state that this individual authority
shall continue to be honored until written notice is received by the Transfer
Agent, Nationwide Investors Services, Inc. from either of us revoking same. By
signing this authorization, we agree that any of the Nationwide Investing
Foundation Funds, Nationwide Investing Foundation II Funds, Nationwide Investors
Services, Inc. and Nationwide Financial Services, Inc. shall be indemnified and
held harmless and fully protected from any loss, damage, cost, or claim that may
arise from any authorized or unauthorized use of the assets or checks of the
partnership in connection with the holdings of the Fund.

- ----------------------------------------------- -----------------------------
Printed Name Signature

- ------------------------------------------------ -----------------------------
Printed Name Signature

(Attach additional list if necessary) Date___________________
<PAGE> 42

PART B:

STATEMENT OF ADDITIONAL INFORMATION FEBRUARY 29, 1996

NATIONWIDE INVESTING FOUNDATION
NATIONWIDE MONEY MARKET FUND
NATIONWIDE BOND FUND
NATIONWIDE FUND
NATIONWIDE GROWTH FUND

This Statement of Additional Information is not a prospectus. It contains
information in addition to and more detailed than that set forth in the
prospectus and should be read in conjunction with the Funds' prospectus dated
February 29, 1996. The prospectus may be obtained from Nationwide Financial
Services, Inc. (NFS), P.O. Box 1492, One Nationwide Plaza, Columbus, Ohio 43216.

TABLE OF CONTENTS

<TABLE>
<S> <C>
General Information and History........................... 1
Investment Objectives and Policies........................ 1
Investment Restrictions................................... 3
Investment Manager and Other Services..................... 4
Trustees and Officers of the Trust........................ 5
Major Shareholders........................................ 6
Brokerage Allocation...................................... 6
Purchases, Redemptions, Pricing of Shares................. 6
Calculating Money Market Fund Yield....................... 7
Calculating Yield and Total Return--
Non-Money Market Funds................................... 8
Additional Information.................................... 9
Tax Status................................................ 9
Special Meeting .......................................... 10
Financial Statements...................................... 11
Independent Auditors' Report.............................. 21
Appendix.................................................. 22
</TABLE>

GENERAL INFORMATION AND HISTORY

Nationwide Investing Foundation (NIF) is a diversified, open-end investment
management company, created under the laws of Michigan by a Declaration of Trust
dated May 5, 1933. The name of the Trust was changed from Mutual Investing
Foundation on November 1, 1982.

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the Funds' investment
objectives and policies discussed on pages 10 through 15 of the prospectus. The
investment policy and types of permitted investments described here may be
changed without prior approval by, or notice to, the shareholders. There is no
guarantee that the Funds' objectives will be realized.

THE NATIONWIDE FUND maintains a policy of retaining maximum flexibility in
the management of its common stock portfolio. The Fund's management is limited
only by the restrictions itemized under "Investment Restrictions" on page 3 of
this Statement of Additional Information.

For the past nine years, the Nationwide Fund has invested predominately in
the common stocks of companies with larger capitalization. Market timing
decisions have been avoided, and although not restricted to this, the portfolio
has generally remained essentially fully invested. Stock selection traditionally
has been based on a long-term (3-5 years) time horizon using a bottom-up,
fundamental approach rather than economic forecasting. Certain key factors have
been considered in the selection of stocks including: the degree of pricing
flexibility a company has as a result of its competitive position within its
industry; familiar valuation methods such as price/book and price/earnings
valuation ratios; and whether a company has a shareholder-oriented management.

While it is generally intended to invest in common stocks or in issues
convertible to common stock, there are no restrictive provisions covering the
proportion of one or another class of securities that may be held, or other
restrictions, with the exception of those listed in "Investment Restrictions" in
this Statement of Additional Information.

1
<PAGE> 43
THE NATIONWIDE GROWTH FUND maintains a policy of retaining maximum
flexibility in the management of its common stock portfolio. The Fund's
management is limited only by the restrictions itemized under "Investment
Restrictions" on page 3 of this Statement of Additional Information.

For the past 12 years, the Growth Fund has invested primarily in the stocks
of companies management believes possess inherent competitive business
advantages that will, over a long-term horizon (2-10 years), produce superior
earnings growth and increases in price valuation. It further concentrates on
buying stocks that fit these criteria only when the purchase valuation is
substantially below the perceived future valuation, and holding investment funds
in cash when such opportunities are not perceived to be present. Investment
decisions have been made solely on the long-term fundamental merits of each
individual stock, considered as such, without regard to market timing. While
management intends to adhere to these strategies for the foreseeable future, it
is not restricted to them.

It is generally intended to invest in common stocks or in issues
convertible to common stock; however, there are no restrictive provisions
covering the proportion of one or another class of securities that may be held,
or other restrictions, with the exception of those listed in "Investment
Restrictions" in this Statement of Additional Information.

THE NATIONWIDE BOND FUND seeks to achieve its objective by investing in a
diversified portfolio of high quality debt securities and may invest without
restriction in the following types of investments:

- - Marketable corporate debt securities issued by U.S. and Canadian
corporations (payable in U.S. dollars) rated at the time of purchase within the
highest grades assigned by Standard & Poor's Corporation (AAA, AA, or A) or
Moody's Investors Service, Inc. (Aaa, Aa, or A).

- - Obligations (payable in U.S. dollars) of, or guaranteed by, the Government
of Canada or any instrumentality or political subdivision thereof.

- - Commercial paper rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc., or A-1 or A-2 by Standard & Poor's Corporation.

- - Mortgage pass-through securities issued or guaranteed by United States
government agencies or by banks and savings associations with assets in excess
of $500 million and rated Aa or AA, or better, by Moody's Investors Services,
Inc., or Standard and Poor's Corporation.

- - Non-marketable securities, judged by the Investment Manager to be of
quality similar to that required for public issues, may be acquired with up to
5% of the assets, provided that the aggregate of non-marketable debt, mortgage
pass-through obligations and public debt rated Baa or Bbb will not exceed 30% of
assets.

- - Cash and cash equivalents.

THE NATIONWIDE MONEY MARKET FUND is designed to seek as high a level of
current income as is considered consistent with the preservation of capital and
liquidity through investments in a portfolio of money market instruments with a
remaining maturity of 397 days or less. The Fund seeks to achieve its objective
by investing in instruments receiving a rating in one of the two highest
categories by the following six Nationally Recognized Statistical Rating
Organizations (NRSROs): Duff and Phelps, Inc. (D&P); Fitch Investors Services,
Inc. (Fitch); Moody's Investors Service, Inc. (Moody's); Standard & Poors Corp.
(S&P); IBCA Limited and its affiliate, IBCA, Inc. (IBCA); and Thomson Bank Watch
(Thomson).*

The types of instruments in which the Fund may invest include but are not
limited to:

- - Obligations issued or guaranteed as to interest and principal by the U.S.
Government, its agencies or instrumentalities, or any federally chartered
corporation.

- - Repurchase Agreements may be made by the Fund in respect to any of the
securities described above. The agreement is to purchase obligations, which the
Fund is qualified to purchase, and at the same time the Fund resells it to the
vendor and is obligated to redeliver the security to the vendor on an agreed
date in the future and at an agreed price. The resale price is in excess of the
purchase price and unrelated to the rate on the purchased security. These
transactions afford the Fund an opportunity to earn, at no market risk, a return
on cash which is only temporarily available. Certain potential risks associated
with investment in repurchase agreements are twofold: 1) in the event of default
of an issuer and a decrease in the value of the underlying securities below the
repurchase price, the Fund could suffer a loss; and 2) in the event of an
issuer's bankruptcy, a Fund's ability to dispose of underlying securities could
be delayed.

- - Obligations of banks which, at the date of investment, are rated A2 or
better by IBCA and TBW1 by Thomson, and have total assets in excess of $500
million, and the obligations of the 50 largest foreign banks in terms of assets
with branches or agencies in the United States. Obligations of savings and loan
associations (including certificates of deposit and bankers' acceptances) which
at the date of investment have capital, surplus, and undivided profits (as of
the date of their most recently published financial statements) in excess of
$500 million; and obligations of other banks or savings and loan associations if
such obligations of other banks or savings and loan associations if such
obligations are insured by the Federal Deposit Insurance Corporation, provided
that not more than 10% of the Fund's total assets shall by invested in such
insured obligations.

- - Taxable or partly taxable obligations issued by state, county, or municipal
governments.

- - Commercial paper which at the date of investment is rated Duff 1 or Duff 2
by D&P, F-1 or F-2 by Fitch, P-1 or P-2 by Moody's, or A-1 or A-2 by S&P; or if
not rated, is issued or guaranteed as to payment of principal and interest by
companies which at the date of investment have an outstanding debt issue rated
AA or better by D&P, AA or better Fitch, Aa or better by Moody's, or AA or
better by S&P.

- - The Fund may also invest up to 5% of its total assets in commercial paper
which at the date of investment is rated F-2 by Fitch, Duff 2 by D&P, P-2 by
Moody's, or A-2 by S&P. However, the Fund is limited as to the amount it may
invest in the commercial paper of a single issuer to the greater of 1% of the
Fund's total assets or $1 million.

- - Short-term corporate obligations which, at the date of investment, are
rated AA or better by D&P, AA or better by Fitch, Aa or better by Moody's, or AA
or better by S&P.

- - Bank loan participation agreements representing corpora

* See Appendix, page 22

2
<PAGE> 44
tions and banks having a short-term rating, at the date of investment, of F-1 or
F-2 by Fitch, Duff 1 or Duff 2 by D&P, P-1 or P-2 by Moody's, or A-1 or A-2 by
S&P, under which the Fund will look to the creditworthiness of the lender bank,
which is obligated to make payments of principal and interest on the loan, as
well as to the creditworthiness of the borrower.

o All the assets of the Money Market Fund will be invested in obligations
with stated remaining maturities of 397 days or less and which generally will be
held to maturity. The Fund will, to the extent feasible, make portfolio
investment primarily in anticipation of or in response to, changing business,
economic and financial conditions. The Fund will attempt to maximize the return
on its investments through careful analysis of a wide range of investments
available and the different yield relationships existing among various sectors
of the market. The dollar weighted average maturity of the Money Market Fund's
investment may not exceed 90 days. There can, however, be no assurance that the
Fund's investment objective will be achieved.

o The Money Market Fund may invest in securities of foreign corporate issuers
and in the securities of foreign branches of U.S. banks, such as negotiable
certificates of deposit (Eurodollars) in U.S. dollar denominations which at the
date of investment are rated A1 or A2 by IBCA or TBW1 by Thomson. Because of
this, investment in the Fund involves risks that are different in some respects
from an investment in a fund which invests only in debt obligations of U.S.
domestic issuers. Such risks may include: future political and economic
developments; the possible imposition of foreign withholding taxes on interest
income payable on the securities held in the portfolio; possible seizure or
nationalization of foreign deposits; the possible establishment of exchange
controls, or the adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on securities in the
portfolio.

INVESTMENT RESTRICTIONS

The investment restrictions of each Fund cannot be changed without the
authorization of the majority of the outstanding shares of the Fund for which a
change is proposed.

THE NATIONWIDE FUND, THE NATIONWIDE GROWTH FUND AND THE NATIONWIDE BOND
FUND WILL NOT:

1. Concentrate their investment in any one industry (never more than 25%),
but will endeavor to maintain wide industry diversification. Electric, natural
gas distribution, natural gas pipeline, combined electric and natural gas, and
telephone utilities are considered separate industries for this purpose.

2. Invest for the purpose of making short-term trading profits or for the
purpose of exercising control of management or deal with the Trustees in the
purchase and sale of securities.

3. Make "short" sales or borrow money; lend money or securities to any
person; pledge, mortgage or hypothecate assets for any purposes; deal in real
estate, commodities or commodity contracts; nor invest in repurchase agreements
exceeding 7 days duration with more than 10% of a Fund's assets.

4. Act as an underwriter except to the extent that in conjunction with the
disposition of portfolio securities, the Funds may be deemed an underwriter
under certain federal securities laws.

5. Purchase securities of any one issuer if immediately thereafter a Fund
would have more than 5% of its assets, taken at value, invested in that issuer,
or own more than 10% of any class of voting or non-voting securities of any
issuer (except obligations issued or guaranteed by the United States).

6. Invest in puts, calls, straddles, spreads, or any combination thereof, or
in oil, gas or other mineral leases, rights or royalty contracts.

7. Invest in securities, the disposition of which is restricted under
federal securities laws and which may not be publicly sold without registration
under the Securities Act of 1933, if as a result, more than 5% of the net assets
of a Fund would be invested in such securities.

8. Invest more than 5% of a Fund's assets in companies which have a record of
less than three years continuous operation, including their predecessors, or in
securities for which market quotations are not readily available.

9. Invest in the securities of any other investment company, as defined in
the Investment Company Act of 1940, or retain the securities of any issuer if
the combined holdings of all Trustees or officers of the Trust and all directors
and officers of the Investment Manager, who owns more than 1/2 of 1% of the
securities of such issuer, total more than 5% of the securities of such issuer.

10. Borrow money, except under the following circumstances:

a) A Fund may borrow an amount not in excess of 33 1/3% of the value of the
Fund's total assets (calculated when the loan is made) from banks for temporary
purposes to facilitate the orderly sale of portfolio securities to accommodate
unusually heavy redemption requests, if they should occur. This borrowing
provision is not intended for investment purposes, nor will the Funds purchase
portfolio securities during periods of borrowings outstanding;

b) A Fund may borrow an amount equal to no more than 5% of the value of
each Fund's total assets (calculated when the loan is made) for temporary,
emergency purposes, or for the clearance of transactions, to provide the
Investment Manager additional flexibility in the execution of routine daily
transactions, and allow for more efficient cash management. This borrowing
provision will not be used to leverage the Funds or to borrow for extended
periods of time.

THE NATIONWIDE MONEY MARKET FUND MAY NOT:

1. Purchase securities of any one issuer if immediately thereafter the Fund
would have more than 5% of its assets, taken at value, invested in that issuer
(except obligations issued or guaranteed by the United States); however, the
Fund may invest up to 10% of its assets, taken at value, in First Tier
Securities, as defined in the Investment Company Act of 1940, as amended, of a
single issuer for a period of up to three business days after the purchase
thereof, provided the Fund may not make more than one such investment at any one
time.

2. Invest more than 25% of the Fund's total assets in the securities of
issuers in the same industry. Captive borrowing conduit, equipment finance,
premium finance, leasing finance, consumer sales finance and other finance are
considered separate industries for purposes of this restriction. Electric,
natural gas distribution, natural gas pipeline, combined electric and natural
gas, and telephone utilities are considered separate industries for purposes of
this restriction. Obligations of the United States Government, its agencies and
instrumentalities, and obligations issued by state, county or municipal govern

3
<PAGE> 45
ments are not subject to this 25% limitation on industry concentration. The Fund
may, if deemed advisable, invest more than 25% of its assets in the obligations
of commercial banks.

3. Enter into any repurchase agreement if, as a result, more than 10% of
the Fund's total assets would be subject to repurchase agreements maturing in
more than seven days.

4. Make loans to others except for the purchase of the debt securities listed
above or the entering into repurchase agreement listed above.

5. Borrow money, except under the following circumstances:

a) The Fund may borrow an amount not in excess of 33 1/3% of the value of
the Fund's total assets (calculated when the loan is made) from banks for
temporary purposes to facilitate the orderly sale of portfolio securities to
accommodate unusually heavy redemption requests, if they should occur. This
borrowing provision is not intended for investment purposes, nor will the Fund
purchase portfolio securities during periods of borrowings outstanding;

b) The Fund may borrow an amount equal to no more than 5% of the value of
the Fund's total assets (calculated when the loan is made) for temporary,
emergency purposes, or for the clearance of transactions, to provide the
Investment Manager additional flexibility in the execution of routine daily
transactions, and allow for more efficient cash management. This borrowing
provision will not be used to leverage the Fund or to borrow for extended
periods of time.

6. Pledge more than 10% of its assets and then only to secure temporary
borrowings from banks.

7. Sell securities short.

8. Invest in puts, calls, straddles, spreads or any combination thereof.

9. Purchase or sell securities of other investment companies (except in
connection with a merger, consolidation, acquisition or reorganization), real
estate, or commodities.

10. Engage in the underwriting of securities issued by others.

STATE SECURITIES BOARD OF TEXAS REQUIREMENTS

NIF has executed an undertaking to comply with the following requirements
of Section 123.2 of the regulations of the State Securities Board of Texas, as
long as shares of the Funds are offered for sale within the State of Texas:

1. Section 123.2(3). Investments which are not readily marketable, including
illiquid assets, are limited to 15% of average net assets of the Fund, at the
time of purchase.

2. Section 123.2(9). Investments in warrants, valued at the lower of cost or
market, may not exceed 5.0% of the value of the Fund's net assets. Included
within that amount, but not to exceed 2.0% of the value of the Fund's net
assets, may be warrants which are not listed on the New York or American Stock
Exchanges. Warrants acquired by the Fund in units or attached to securities may
be deemed to be without value.

3. Section 123.2(10). Investments in oil, gas and other mineral leases, or
arbitrage transactions are not permitted in the Fund.

INVESTMENT MANAGER AND OTHER SERVICES

Under the terms of the Investment Management Agreement, Nationwide Financial
Services, Inc., (NFS) manages the investment of the assets of the Funds in
accordance with the policies and procedures established by the Trustees. In
addition, NFS, subject to the supervision of the Trustees, administers and
manages the affairs of the Trust and furnishes office facilities, equipment and
personnel to the Funds. The Agreement also provides that NFS shall reimburse the
Trust for the compensation of the Trustees who are "interested persons" of NFS.

All Nationwide Funds pay the Investment Manager fees based on average daily
net assets of each Fund at the rate of one-half of one percent per annum.

Investment management fees will not be paid in full if such payment would
result in total expenses of any Fund exceeding one percent of the average daily
net assets of any Fund for any fiscal year (excluding taxes other than payroll
taxes and brokerage commissions on portfolio transactions).

The Funds also pay the custodial, transfer agent, accounting, brokerage and
legal fees, taxes, printing costs and the fees of the Trustees.

During the fiscal years ended October 31, 1995, 1994, and 1993, the
Investment Manager received fees of $2,542,155, $2,173,386, and $1,866,018 for
the Nationwide Growth Fund; $3,658,939, $3,571,575, and $3,700,592 for the
Nationwide Fund; $635,757, $706,054, and $595,629 for the Nationwide Bond Fund,
and $2,739,499, $2,228,523, and $2,210,537 for the Nationwide Money Market Fund.
During the fiscal year ended October 31, 1995 the Money Market Fund waived .05%
of the Investment Manager fee totalling $273,950. This waiver will continue
through the 1996 fiscal year. Neither the Investment Manager nor any company
affiliated with it receives any brokerage commissions from the Funds.

NFS continuously offers shares to the public. The distribution contract
provides that NFS will sell Fund shares only as an agent for the Funds,
receiving as commission the excess of the offering price over the net asset
value of the shares sold. During the fiscal years ended October 31, 1995, 1994,
and 1993, NFS received commissions on the sale of shares as follows: Nationwide
Growth Fund $609,266, $821,524, and $743,906; Nationwide Fund $520,812,
$619,667, and $895,962; and Nationwide Bond Fund $131,140, $397,934, and
$1,020,543 respectively. From such commissions, NFS paid to its own
representatives $645,131, $1,010,792, and $1,408,098. NFS pays other expenses in
connection with the distribution of the shares of the Funds.

NFS receives an annual fee of $48,000 from the trust for accounting
services including daily valuation of the Funds' shares, preparation of
financial statements, taxes and regulatory reports. NFS also serves as
investment adviser to Nationwide Separate Account Trust, Nationwide Investing
Foundation II, and Financial Horizons Investment Trust.

NFS is wholly-owned by Nationwide Life Insurance Company, which is
wholly-owned by Nationwide Corporation, a holding company, which is wholly-owned
by the Nationwide Insurance Enterprise.

<PAGE> 46
TRUSTEES AND OFFICERS
OF THE TRUST

TRUSTEES AND OFFICERS
The principal occupation of the Trustees and Officers during the last five years
and their affiliations are:

PETER F. FRENZER, Trustee, Chairman*+
One Nationwide Plaza, Columbus, Ohio
Mr. Frenzer is President of Nationwide Life Insurance Company and Nationwide
Corporation and Executive Vice President--Investments of Nationwide Insurance
Enterprise.

JOHN C. BRYANT, Trustee
44 Faculty Place, Wilmington, Ohio
Dr. Bryant is Executive Director, Cincinnati Youth Collaborative. He was
formerly Professor of Education, Wilmington College.

C. BRENT DEVORE, Trustee
North Walnut and West College Avenue, Westerville, Ohio
Dr. DeVore is President of Otterbein College.

SUE A. DOODY, Trustee
169 East Beck Street, Columbus, Ohio
Ms. Doody is President of Lindey's Restaurant, Columbus, Ohio. She is an active
member of the Greater Columbus Area Chamber of Commerce Board of Trustees.

ROBERT M. DUNCAN, Trustee*
378 Bricker Hall, 190 North Oval Mall, Columbus, Ohio
Mr. Duncan is Vice President--General Counsel of The Ohio State University. He
was formerly a partner in the law firm of Jones, Day, Reavis & Pogue in
Columbus, Ohio. He was formerly the U.S. District Court Judge, Southern District
of Ohio.

CHARLES L. FUELLGRAF, JR., Trustee*+
600 South Washington Street, Butler, Pennsylvania
Mr. Fuellgraf is Chief Executive Officer of Fuellgraf Electric Company, an
electrical construction and engineering company. He is a Director of the
Nationwide Insurance Companies and associated companies, including Nationwide
Financial Services, Inc.

THOMAS J. KERR, IV, Trustee*
1223-A Central Street, Evanston, Illinois
Dr. Kerr is President of Kendall College. He was formerly President of Grant
Hospital Development Foundation.

D. RICHARD MCFERSON, Trustee*+
One Nationwide Plaza, Columbus, Ohio
Mr. McFerson is President and Chief Executive Officer of the Nationwide
Insurance Enterprise.

ROBERT H. RICKEL, Trustee+
P.O. Box 319, Bayview, Idaho
Mr. Rickel is a rancher.

*Members of the Executive Committee. Mr. Frenzer is Chairman. Mr. Fuellgraf is
the Alternate Member. The Executive Committee has the authority to act for the
Board of Trustees except as provided by law and except as specified in the
Trust's Code of Regulations. All Trustees and Officers of the Trust own less
than 1% of its outstanding shares.

+ A Trustee who is an "interested person" of the Trust as defined in the
Investment Company Act.

NANCY C. THOMAS, Trustee+
10835 Georgetown Road, NE, Louisville, Ohio
Ms. Thomas is a farm owner and operator. She is also a Director of the
Nationwide Insurance Companies and associated companies, including Nationwide
Financial Services, Inc.

HAROLD W. WEIHL, Trustee+
14282 King Road, Bowling Green, Ohio
Mr. Weihl is a owner and operator of Weihl Farms. He is also a Director of the
Nationwide Insurance Companies and associated companies, including Nationwide
Financial Services, Inc.

DAVID C. WETMORE, Trustee
575 Herndon Parkway, Herndon, Virginia
Mr. Wetmore is Executive Vice President and Chief Operating Officer of Legent
Corporation.

JAMES F. LAIRD, JR., Treasurer
One Nationwide Plaza, Columbus, Ohio
Mr. Laird is General Manager of Nationwide Financial Services, Inc., the
Distributor and Investment Manager.

WILLIAM G. GOSLEE, Assistant Treasurer
One Nationwide Plaza, Columbus, Ohio
Mr. Goslee is Treasurer of Nationwide Financial Services, Inc., the Distributor
and Investment Manager.

RAE I. MERCER, Secretary
One Nationwide Plaza, Columbus, Ohio
Ms. Mercer is Corporate Secretary of Nationwide Financial Services, Inc., the
Distributor and Investment Manager.

The Trustees receive fees and reimbursement for expenses of attending board
meetings from the Trust. The Compensation Table below sets forth the total
compensation to the Trustees from the Trust and from all funds in the Nationwide
Fund Complex during the fiscal year ended October 31, 1995. Trust officers
receive no compensation from the Trust in their capacity as officers.

COMPENSATION TABLE

<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Aggregate Benefits Accrued Annual Benefits Total Compensa-
Name of Person, Compensation as Part of Fund Upon Retire- tion from the
Position from the Trust Expenses ment Fund Complex**

<S> <C> <C> <C> <C>
Peter F. Frenzer,
Chairman --0-- --0-- --0-- --0--

John C. Bryant,
Trustee $ 5,500 --0-- --0-- $12,500

C. Brent DeVore,
Trustee 5,500 --0-- --0-- 5,500

Sue A. Doody,
Trustee 5,500 --0-- --0-- 5,500

Robert M Duncan,
Trustee $ 5,500 --0-- --0-- $12,500

Charles L. Fuellgraf, Jr,
Trustee 5,500 --0-- --0-- 5,500

Thomas J. Kerr, IV,
Trustee 5,500 --0-- --0-- $12,500
</TABLE>

5
<PAGE> 47

COMPENSATION TABLE

<S> <C> <C> <C> <C>
Douglas F. Kridler,
Trustee --0-- --0-- --0-- --0--

D. Richard McFerson,
Trustee --0-- --0-- --0-- --0--

Robert H. Rickel,
Trustee 5,500 --0-- --0-- 5,500

Nancy C. Thomas,
Trustee 5,500 --0-- --0-- 5,500

Harold W. Weihl,
Trustee 5,500 --0-- --0-- 5,500

David C. Wetmore,
Trustee 5,500 --0-- --0-- 5,500
</TABLE>

**The Fund Complex includes four Trusts comprised of fifteen investment company
portfolios.

MAJOR SHAREHOLDERS

As of February 1,1996, the Nationwide Insurance Enterprise of Columbus, Ohio,
and their affiliated companies held in trust 2,998,979 shares of Nationwide Fund
(6.2%) in a retirement plan for their employees; and 11,802,479 shares of
Nationwide Growth Fund (23.8%) under an Employee Incentive Savings and Profit
Sharing Plan and Trust. The Trustees of that Plan have shared investment and
sole voting power over the shares held by the Plan. The Trustees and Officers of
the Trust owned less than 1% of outstanding shares.

As of February 1, 1996, separate accounts of Nationwide Life Insurance
Company had shared voting and investment power over 4,912,621 shares of
Nationwide Growth Fund (9.9%), 7,033,845 shares of Nationwide Fund (14.6%),
1,953,938 shares of Nationwide Bond Fund (13.7%) and 320,216,235 shares of
Nationwide Money Market Fund (51.0%).

BROKERAGE ALLOCATION

ALLOCATION OF PORTFOLIO BROKERAGE--During the fiscal years ended October 31,
1995, 1994, and 1993, brokerage commissions paid by the Nationwide Growth Fund:
$290,230, $200,970, and $120,837; and, by the Nationwide Fund totaled: $310,027,
$354,991, and $567,659, respectively. During the fiscal years ended October 31,
1995, 1994, and 1993, the Nationwide Bond Fund and Nationwide Money Market Fund
paid no brokerage commissions. There is no commitment to place orders with any
particular broker/dealer or group of broker/dealers. Orders for the purchases
and sales of portfolio securities of the Funds are placed where, in the judgment
of the Investment Manager, the best executions can be obtained. None of the
firms with whom orders are placed are engaged in the sale of shares of the
Nationwide Funds. In allocating orders among brokers for execution on an agency
basis, in addition to price considerations, the usefulness of the brokers'
overall services is also considered. Services provided by brokerage firms
include efficient handling of orders, useful analyses of corporations,
industries and the economy, statistical reports and other related services for
which no charge is made by the broker above the negotiated brokerage
commissions. The Funds and the Investment Manager believe that these services
and information, which in many cases would be otherwise unavailable to the
Investment Manager, are of significant value to the Investment Manager, but it
is not possible to place an exact dollar value thereon. The Investment Manager
does not believe that the receipt of such services and information tends to
reduce materially the Investment Manager's expense.

During the fiscal years ended October 31, 1995, 1994, and 1993, brokerage
commissions paid to firms rendering statistical services amounted to $290,230,
$200,970, and $120,837, respectively, for the Nationwide Growth Fund; and
$310,027, $354,991, and $567,659, respectively, for the Nationwide Fund. No
formula, method or criteria other than as stated above was used in the
allocation of orders among any such firms. In the case of securities traded in
the over-the-counter market, the Funds normally deal with the market makers for
such securities unless better prices can be obtained through brokers.

PURCHASE, REDEMPTIONS,
PRICING OF SHARES

CALCULATION OF NET ASSET VALUE AND OFFERING PRICE--Calculations of net asset
values per share of each Fund are made once daily by NFS, as agent appointed by
the Trustees, as of the close of the New York Stock Exchange (usually 4 P.M.
Eastern Time) on days when the exchange is open and on such other days as the
Board of Trustees determines and on any other day during which there is a
sufficient degree of trading in the Fund's portfolio securities that the net
asset value of the Fund is materially affected by changes in the value of
portfolio securities. The Funds will not compute the net asset value on
customary business holidays including Christmas, New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day and Thanksgiving.

The offering price for orders placed before the close of the New York Stock
Exchange, on each day the exchange is open for trading, will be based upon
calculation of the net asset value as of the close of the New York Stock
Exchange (usually 4 P.M. Eastern Time). For orders placed after the close of the
exchange or on a day on which the exchange is not open for trading, the offering
price is based upon net asset value as of the close of the exchange (usually 4
P.M. Eastern Time) on the next day thereafter on which the exchange is open for
trading. The net asset value of a share of Nationwide Fund, Nationwide Growth
Fund and Nationwide Bond Fund on which offering and redemption prices are based
is the net asset value of a Fund, divided by the number of shares outstanding,
the result being adjusted to the nearest cent. The net asset value of each Fund
is determined by subtracting from the market value of the

6
<PAGE> 48
assets, which are chiefly composed of investment securities, the liabilities of
the Fund. Securities of the Funds listed on national exchanges are valued at the
last sales price on the principal exchange, or if there is no sale on that day,
or if the securities are traded only in the over-the-counter market, at the
quoted bid prices. Securities and other assets, for which such market prices are
unavailable, are valued at fair value as determined by the Trustees. Money
market instruments are valued at amortized cost.

All sales of shares to the public are made at the public offering price,
except the following sales made at net asset value: (i) shares sold through
institutional sales to other registered investment companies affiliated with
Nationwide Financial Services, Inc., (ii) shares issued on transfer of
investments from the Nationwide Growth Fund, Nationwide Fund or Bond Fund to
another fund in the Nationwide Family of Funds (see "Exchange Privilege"), and
(iii) sales which may be made (a) to any pension, profit-sharing or other
employee benefit plan for the employees of NFS, any of its affiliated companies
or investment advisory clients and their affiliates, (b) to Trustees and retired
Trustees of NIF and NIF II; directors, officers, full-time employees employed
for not less than 90 days, sales representatives and their employees, and
retired directors, officers, employees, and sales representatives, their
spouses, children or immediate relatives, and immediate relatives of deceased
employees (immediate relatives include mother, father, brothers, sisters,
grandparents, grandchildren) of any of the Nationwide Group of Insurance
Companies or their affiliates, or any investment advisory clients of the Funds'
advisor and their affiliates, (c) to directors, officers and full-time
employees, their spouses, children or immediate relatives, and immediate
relatives of deceased employees (immediate relatives include mother, father,
brothers, sisters, grandparents, grandchildren) of any Sponsor Group which may
be affiliated with the Nationwide Group of Insurance Companies from time to
time, which include but are not limited to Farmland Industries, Inc., Maryland
Farm Bureau, Inc., Ohio Farm Bureau Federation, Inc., Pennsylvannia Farmers'
Association, Ruralite Services, Inc., and Southern States Cooperative, (d) any
endowment or pension, profit sharing, or deferred compensation plan which is
qualified under Section 401(a) of the Internal Revenue Code of 1986 as amended,
dealing directly with the Distributor with no sales representative involved, at
net asset value upon written assurance of the purchaser that the shares are
acquired for investment purposes and will not be resold except to the Trust, (e)
any life insurance company separate account registered as a unit investment
trust, and (f) any qualified pension or profit sharing plan established by a
Nationwide sales representative for himself/herself and his/her employees.

MONEY MARKET FUND

The Nationwide Money Market Fund's net asset value per share is calculated
by adding the value of all securities and other assets of the Fund, deducting
its liabilities, and dividing by the number of shares outstanding.

The value of portfolio securities is determined on the basis of the
amortized cost valuation in accordance with Rule 2a-7 of the Investment Company
Act of 1940. This involves valuing a security at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is higher or
lower than the price the Fund would receive if it sold the instrument. During
periods of declining interest rates, the daily yield on shares of the Fund
computed by dividing the annualized daily income of the Fund by the net asset
value computed as described above may tend to be higher than a like computation
made by a Fund with identical investments utilizing a method of valuation based
upon market prices and estimates of market prices for all of its portfolio
securities.

The Trustees have adopted procedures whereby the extent of deviation, if
any, of the current net asset value per share calculated using available market
quotations from the Money Market Fund's amortized cost price per share, will be
determined at such intervals as the Trustees deem appropriate and are reasonable
in light of current market conditions. In the event such deviation from the
Money Market Fund's amortized cost price per share exceeds 1/2 of 1 percent, the
Trustees will consider appropriate action which might include a revaluation of
all or an appropriate portion of the Money Market Fund's assets based upon
current market factors.

The Trustees, in supervising the Fund's operations and delegating special
responsibilities involving portfolio management to the Fund's Investment
Manager, have undertaken as a particular responsibility within their overall
duty of care owed to the Fund's shareholders to assure to the extent reasonably
practicable, taking into account current market conditions affecting the Fund's
investment objectives, that the Fund's net asset value per share, rounded to the
nearest one cent, will not deviate from $1.

Pursuant to its objective of maintaining a stable net asset value per share,
the Money Market Fund will only purchase investments with a remaining maturity
of 397 days or less and will maintain a dollar weighted average portfolio
maturity of 90 days or less.

CALCULATING MONEY MARKET FUND YIELD

Current yield quotations of the Fund are based on a seven calendar day
historical yield, computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the base period to obtain a base period return and
multiplying the base period return by (365/7). The resulting yield figure is
carried to at least the nearest hundredth of one percent. For purposes of this
calculation, the net change in account value reflects the value of additional
shares purchased with dividends from the original share, and dividends declared
on both the original share and any such additional shares. As of October 31,
1995, the Fund's seven-day current yield was

7
<PAGE> 49
5.21%. The Fund's effective yield represents a compounding on an annualized
basis of the current yield quotations of the Fund, and for the period ended
October 31,1995 was 5.35%.

The Fund's yield will fluctuate daily. Actual yields will depend on factors
such as the type of instruments in the Fund's portfolio, portfolio quality and
average maturity, changes in interest rates, and the Fund's expenses.

Although the Fund determines its yield on the basis of a seven calendar day
period, it may use a different time span on occasion. The yield quotes may
reflect the expense limitation described under "Investment Manager and Other
Services."

There is no assurance that the yields quoted on any given occasion will
remain in effect for any period of time and there is no guarantee that the net
asset values will remain constant. It should be noted that a shareholder's
investment in the Fund is not guaranteed or insured. Yields of other money
market funds may not be comparable if a different base period or another method
of calculation is used.

CALCULATING YIELD AND TOTAL RETURN--
NON-MONEY MARKET FUNDS

The Funds may from time to time advertise historical performance, subject to
Rule 482 under the Securities Act of 1933. An investor should keep in mind that
any return or yield quoted represents past performance and is not a guarantee of
future results. The investment return and principal value of investments will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

All performance advertisements shall include average annual (compound) total
return quotations for the most recent one, five, and ten-year periods (or life
if a Fund has been in operation less than one of the prescribed periods).
Average annual (compound) total return represents redeemable value at the end of
the quoted period. It is calculated in a uniform manner by dividing the ending
redeemable value of a hypothetical initial payment of $1,000 for a specified
period of time, by the amount of the initial payment, assuming reinvestment of
all dividends and distributions. The one, five, and ten-year periods are
calculated based on periods that end on the last day of the calendar quarter
preceding the date on which an advertisement is submitted for publication.

The uniformly calculated average annual (compound) total returns for the periods
ended October 31, 1995 are shown below.

<TABLE>
<CAPTION>
AVERAGE ANNUAL (COMPOUND) TOTAL RETURNS
FOR PERIODS ENDED OCTOBER 31, 1995
(REFLECT MAXIMUM SALES CHARGES)

NATIONWIDE NATIONWIDE NATIONWIDE
GROWTH FUND FUND BOND FUND
--------------------------------------------------
<S> <C> <C> <C>
1 year 15.56% 13.87% 14.99%
5 years 16.82% 13.46% 8.49%
10 years 13.08% 13.36% 8.49%
</TABLE>

NONSTANDARD RETURNS

The Funds may also choose to show nonstandard returns including total return,
and simple average total return. Nonstandard returns may or may not reflect
reinvestment of all dividends and capital gains; in addition, sales charge
assumptions will vary. Sales charge percentages decrease as amounts invested
increase as outlined on page 21 of the prospectus; therefore, returns increase
as sales charge decrease.

Total return represents the cumulative percentage change in the value of an
investment over time, calculated by subtracting the initial investment from the
redeemable value and dividing the result by the amount of the initial
investment. The simple average total return is calculated by dividing total
return by the number of years in the period, and unlike average annual
(compound) total return, does not reflect compounding.

<TABLE>
<CAPTION>
TOTAL RETURNS / CUMULATIVE TOTAL RETURNS
FOR PERIODS ENDED OCTOBER 31, 1995
(REFLECT MAXIMUM SALES CHARGES)

NATIONWIDE NATIONWIDE NATIONWIDE
GROWTH FUND FUND BOND FUND
----------------------------------------------------
<S> <C> <C> <C>
1 year 15.56% 13.87% 14.99%
5 years 117.57% 88.02% 50.30%
10 years 241.78% 250.28% 125.95%
</TABLE>

<TABLE>
<CAPTION>
SIMPLE AVERAGE TOTAL RETURNS
FOR PERIODS ENDED OCTOBER 31, 1995
(REFLECT MAXIMUM SALES CHARGES)

NATIONWIDE NATIONWIDE NATIONWIDE
GROWTH FUND FUND BOND FUND
----------------------------------------------------
<S> <C> <C> <C>
1 year 15.56% 13.87% 14.99%
5 years 23.51% 17.60% 10.06%
10 years 24.18% 25.03% 12.59%
</TABLE>

The Bond Fund may also from time to time advertise a uniformly calculated yield
quotation. This yield is calculated by dividing the net investment income per
share earned during a 30-day base period by the maximum offering price per share
on the last day of the period, assuming reinvestment of all dividends and

8
<PAGE> 50
distributions. This yield formula uses the average number of shares entitled to
receive dividends, provides for semi-annual compounding of interest, and
includes a modified market value method for determining amortization. The yield
will fluctuate, and there is no assurance that the yield quoted on any given
occasion will remain in effect for any period of time. The Bond Fund yield for
the 30-day period ended October 31, 1995 was 6.24%.

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES--The assets of each class of shares are segregated and a
shareholder has an interest in only the assets of the class in which he owns
shares. Shares of a particular class are equal in all respects to the other
shares of that class and in the event of liquidation of a Fund will share pro
rata in the distribution of the net assets of such Fund. All shares are of $1
par value and fully paid, nonassessable, transferable and redeemable. There are
no pre-emptive rights.

VOTING RIGHTS--Shareholders of each class of shares have one vote for each share
held. Voting rights cover the Investment Management Agreement, Distribution
Agreement, election or removal of Trustees, termination of the Trust, sale of
assets as a whole, change of investment restrictions, and other business
matters. In regard to termination, sale of assets, or change of investment
restrictions, the right to vote is limited to the holders of shares of the
particular class affected by the proposal. When a majority is required it means
the lesser of (1) 67% or more of the shares present at a meeting when the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (2) more than 50% of the outstanding shares. Shareholders do not, in
all cases, have voting rights with respect to amendments to the Trust Indenture
but will receive notice of material amendments.

NON-CUMULATIVE VOTING--More than fifty percent of the shares voting for election
of trustees can elect all of the Trustees. Since the voting rights are
non-cumulative, the remaining less than 50% of the shares voting will not be
able to elect any of the Trustees.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT--Nationwide Investors Services,
Inc. (NIS) is the Transfer and Dividend Disbursing Agent for all Nationwide
Funds. NIS, a wholly-owned subsidiary of Nationwide Financial Services, Inc.
received fees for transfer agent services during the fiscal year ended October
31, 1995 of $609,836 from the Nationwide Growth Fund, $670,255 from the
Nationwide Fund, $166,048 from the Nationwide Bond Fund and $638,256 from the
Nationwide Money Market Fund. Management believes the charges for the services
performed are comparable to fees charged by other companies performing similar
services.

CUSTODIAN--The Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, OH 45263,
is Custodian of the securities and cash of all Nationwide Funds and makes all
receipts and disbursements under a Custodian Agreement. The Custodian performs
no managerial or policymaking functions of the Funds.

INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS--Substantially all of the net
investment income, if any, of each Fund will be paid to its shareholders as
dividends in March, June, September and December by the Nationwide Fund and the
Nationwide Growth Fund and at each month end by the Nationwide Bond Fund and the
Nationwide Money Market Fund.

In those years in which sales of a Fund's portfolio securities result in net
realized capital gains, the Fund will distribute such gains to its shareholders
with the December dividend.

LETTER OF INTENT--An amended Letter of Intent retaining the same expiration date
may be filed for an increased amount to obtain further reduction of sales
charges, provided at least $5,000 additional investment is submitted. The value
of shares already held may be applied toward this minimum but at least $5,000
investment must be submitted with any new or amended Letter of Intent. The
difference in sales charge resulting from an amended Letter of Intent, or from a
final aggregate total that qualifies for a further reduction than actually
signed for, will be used to purchase additional shares at the net asset price
and added to your account. Dividends and capital gains reinvested during the
13-month Letter of Intent period are not counted toward the intended investment.

TAX STATUS

FEDERAL TAXES--Each of the Funds intends to qualify for treatment under
subchapter M of the Internal Revenue Code (the "Code") and, therefore, must
distribute substantially all of its net investment income and capital gains to
shareholders annually. In general, if the Funds distribute all of their net
investment income, they are not required to pay any federal income taxes. In
addition to federal income tax, if the Funds fail to distribute the required
portion of such investment income or capital gains in any year, they will be
subject to a non-deductible 4% excise tax on the amount which they have failed
to distribute. The Funds intend to make distributions in a sufficient amount to
avoid the imposition of this excise tax.

Dividends paid by each of the Funds are taxable to the shareholder for
federal income tax purposes. For corporate shareholders, the appropriate portion
of each year's distribution is eligible for the corporate dividend received
deduction.

Under current tax law as of February 29, 1996, net long-term capital gains,
if any, realized by the Funds, are generally taxable to the shareholder at the
same tax rate as ordinary income, but in no event may the tax rate on such gains
exceed 28% for an individual or 35% for a corporation.

Shareholders not subject to tax on their income will not have to pay tax on
amounts distributed to them.

The Funds will annually report to each shareholder that shareholder's
portion of the net income and capital gain of each Fund, for inclusion in the
shareholder's income.

Individual and corporate shareholders may be subject to

9
<PAGE> 51

the Alternative Minimum Tax ("AMT") if their Alternative Minimum Taxable Income
("AMTI") exceeds the exemption amounts set forth in Section 55 of the Code. The
AMT, at rates as high as 28% for individuals and 20% for corporations, is
reduced by the regular tax due for the year. AMTI is the taxpayer's taxable
income for the year for regular tax purposes, increased by the tax preferences
described in Section 57 of the Code and adjusted as described in Section 56 of
the Code. Preferences include interest from Specified Private Activity Bonds, as
defined in Section 57 (a) (5) (C) of the Code. Bonds of this type may be held by
one or more of the Funds from time to time.

A shareholder may be subject to federal backup withholding at a rate of 31%
of each distribution if the shareholder fails to certify that the taxpayer
identification number given is correct and that the shareholder is not subject
to such withholding because of underreporting of income (or if the Internal
Revenue Service gives notice that such certifications are not accurate).

STATE AND LOCAL TAXES--Distributions to shareholders of the Funds may be subject
to state and local taxes, even if not subject to federal income taxes. These
laws vary, and you are advised to consult a tax adviser regarding such taxes.

SPECIAL MEETING

The Amended Trust Indenture provides for a Special Meeting of Shareholders which
may be called by the Trustees or shareholders for the purpose of taking action
on any matter requiring the vote of shareholders as provided for in the Amended
Trust Indenture.

10
<PAGE> 52

STATEMENTS OF ASSETS AND LIABILITIES
Year Ended October 31, 1995

<TABLE>
<CAPTION>
NATIONWIDE(R) NATIONWIDE(R) NATIONWIDE(R)
GROWTH NATIONWIDE(R) BOND MONEY MARKET
FUND FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
- -------------------------------------------------------------------------------------------------------------------------
Investments in securities, at value (cost $443,788,910, $582,476,235 796,250,642 131,585,249 604,306,639
$550,074,584, $126,868,177, $246,442,310, $38,895,802,
and $604,306,639, respectively)
- -------------------------------------------------------------------------------------------------------------------------
Cash -- -- -- 538,092
- -------------------------------------------------------------------------------------------------------------------------
Accrued interest and dividends receivable 228,574 1,092,774 2,602,579 323,557
- -------------------------------------------------------------------------------------------------------------------------
Receivable for Fund shares sold 265,016 -- 22,951 --
- -------------------------------------------------------------------------------------------------------------------------
Receivable for investment securities sold 758,614 -- 263,077 --
- -------------------------------------------------------------------------------------------------------------------------
Total assets 583,728,439 797,343,416 134,473,856 605,168,288
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES
- -------------------------------------------------------------------------------------------------------------------------
Payable for investment securities purchased -- -- 346,630 --
- -------------------------------------------------------------------------------------------------------------------------
Net payable for Fund shares redeemed 391,789 1,177,438 274,764 --
- -------------------------------------------------------------------------------------------------------------------------
Sales charge payable 79,087 58,547 9,705 --
- -------------------------------------------------------------------------------------------------------------------------
Accrued management fees (note 2) 238,486 329,896 56,428 229,579
- -------------------------------------------------------------------------------------------------------------------------
Accrued transfer agent fees (note 2) 51,832 54,827 13,192 56,772
- -------------------------------------------------------------------------------------------------------------------------
Accrued distribution fees (note 2) -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Distribution payable 18 1,999 122,583 103,720
- -------------------------------------------------------------------------------------------------------------------------
Other accrued expenses 40,372 54,366 17,970 67,329
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 801,584 1,677,073 841,272 457,400
- -------------------------------------------------------------------------------------------------------------------------

NET ASSETS $582,926,855 795,666,343 133,632,584 604,710,888
=========================================================================================================================

REPRESENTED BY:
Capital Shares, $1 par value outstanding 44,109,209 45,863,506 14,068,847 604,713,369
- -------------------------------------------------------------------------------------------------------------------------
Capital paid in excess of par value 344,910,383 460,408,894 124,091,250 --
- -------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation 138,687,325 246,176,058 4,717,072 --
- -------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) 55,104,961 42,454,076 (9,354,044) 4,106
- -------------------------------------------------------------------------------------------------------------------------
Accumulated undistributed (distributions in excess of)
net investment income 114,977 763,809 109,459 (6,587)
- -------------------------------------------------------------------------------------------------------------------------

NET ASSETS $582,926,855 795,666,343 133,632,584 604,710,888
=========================================================================================================================
Shares outstanding (unlimited number of shares authorized) 44,109,209 45,863,506 14,068,847 604,713,369
- -------------------------------------------------------------------------------------------------------------------------
Net assets per share $ 13.22 17.35 9.50 1.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

11
<PAGE> 53
STATEMENTS OF OPERATIONS
Year Ended October 31, 1995

<TABLE>
<CAPTION>
NATIONWIDE(R) NATIONWIDE(R) NATIONWIDE(R)
GROWTH NATIONWIDE(R) BOND MONEY MARKET
FUND FUND FUND FUND
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------------------------------------
Income:
- --------------------------------------------------------------------------------------------------------------------------------
Dividends $ 7,988,620 16,890,707 -- --
- --------------------------------------------------------------------------------------------------------------------------------
Interest 3,797,169 1,994,619 9,844,489 32,645,296
- --------------------------------------------------------------------------------------------------------------------------------
Total income 11,785,789 18,885,326 9,844,489 32,645,296
- --------------------------------------------------------------------------------------------------------------------------------
Expenses (note 2):
- --------------------------------------------------------------------------------------------------------------------------------
Investment management fees 2,542,155 3,658,939 635,757 2,739,499
- --------------------------------------------------------------------------------------------------------------------------------
Distribution fees -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
Transfer agent fees 609,836 670,255 166,048 638,256
- --------------------------------------------------------------------------------------------------------------------------------
Shareholders' reports 131,239 139,217 66,014 199,519
- --------------------------------------------------------------------------------------------------------------------------------
Registration fees -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
Professional services 29,328 43,282 7,492 31,516
- --------------------------------------------------------------------------------------------------------------------------------
Custodian fees 18,500 27,000 13,500 39,050
- --------------------------------------------------------------------------------------------------------------------------------
Trustees' fees and expenses 9,568 13,841 2,555 10,579
- --------------------------------------------------------------------------------------------------------------------------------
Other 20,964 30,827 6,286 21,988
- --------------------------------------------------------------------------------------------------------------------------------
Total expenses before waived expenses 3,361,590 4,583,361 897,652 3,680,407
- --------------------------------------------------------------------------------------------------------------------------------
Total waived expenses -- -- -- (273,950)
- --------------------------------------------------------------------------------------------------------------------------------
Net expenses 3,361,590 4,583,361 897,652 3,406,457
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income 8,424,199 14,301,965 8,946,837 29,238,839
- --------------------------------------------------------------------------------------------------------------------------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:

Net realized gain (loss) on investments (note 3) 55,104,961 42,454,076 (2,695,214) 4,106
- --------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) 34,260,953 73,761,567 17,358,003 --
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 89,365,914 116,215,643 14,662,789 4,106
- --------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $97,790,113 130,517,608 23,609,626 29,242,945
================================================================================================================================
</TABLE>

See accompanying notes to financial statements.

12
<PAGE> 54
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
NATIONWIDE(R) NATIONWIDE(R)
GROWTH FUND NATIONWIDE(R) FUND BOND FUND
------------------------- --------------------------- -------------------------
Year ended Year ended Year ended Year ended Year ended Year ended
October 31, October 31, October 31, October 31, October 31, October 31,
1995 1994 1995 1994 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------------------------------------------------------------------------
Operations:
Net investment income $ 8,424,199 7,441,245 14,301,965 16,124,477 8,946,837 10,039,591
Net realized gain (loss) on investments 55,104,961 9,636,714 42,454,076 54,955,514 (2,695,214) (3,275,139)
Net change in unrealized appreciation
or depreciation of investments 34,260,953 8,096,074 73,761,567 (36,714,534) 17,358,003 (21,529,309)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations 97,790,113 25,174,033 130,517,608 34,365,457 23,609,626 (14,764,857)
- --------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income (8,424,199) (7,441,245) (14,459,586) (15,780,374) (8,917,890) (9,959,079)
In excess of net investment income (50,491) (5,929) -- -- -- --
Net realized gain from investment
transactions (9,636,714) (8,401,371) (54,955,514) (36,595,335) --
- --------------------------------------------------------------------------------------------------------------------------------

Decrease in net assets from distributions
to shareholders (18,111,404) (15,848,545) (69,415,100) (52,375,709) (8,917,890) (9,959,079)
- --------------------------------------------------------------------------------------------------------------------------------
Capital share transactions:
Net proceeds from sale of shares 78,233,932 82,610,533 44,342,114 50,856,698 14,412,502 28,154,927
Net asset value of shares issued to
shareholders from reinvestment of
dividends and distributions 17,836,103 15,601,534 60,306,894 45,212,587 7,950,830 7,721,021

Cost of shares redeemed (57,537,318) (54,675,212) (76,759,052) (124,624,457) (27,877,661) (37,787,286)
- --------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets
derived from capital share
transactions 38,532,717 43,536,855 27,889,956 (28,555,172) (5,514,329) (1,911,338)
- --------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS 118,211,426 52,862,343 88,992,464 (46,565,424) 9,177,407 (26,635,274)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSETS--BEGINNING OF PERIOD 464,715,429 411,853,086 706,673,879 753,239,303 124,455,177 151,090,451
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSETS--END OF PERIOD $582,926,855 464,715,429 795,666,343 706,673,879 133,632,584 124,455,177
================================================================================================================================
Undistributed net realized gain (loss)
on investments included in net assets
at end of period (note 1) $ 55,104,961 9,636,714 42,454,076 54,955,514 (9,354,044) (6,658,830)
================================================================================================================================

Undistributed (distributions
in excess of) net investment income
included in net assets at end of
period (note 1) $ 114,977 (226,048) 763,809 921,430 109,459 21,989
================================================================================================================================
Shares sold 6,444,023 7,522,642 2,806,172 3,166,276 1,613,435 2,978,894
- --------------------------------------------------------------------------------------------------------------------------------
Shares issued to shareholders from
reinvestment of dividends and
distributions 1,578,080 1,431,216 4,081,126 2,839,676 892,591 837,630
- --------------------------------------------------------------------------------------------------------------------------------
Shares redeemed (4,861,121) (4,985,965) (4,857,164) (7,673,580) (3,144,695) (4,114,452)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in number
of shares 3,160,982 3,967,893 2,030,134 (1,667,628) (638,669) (297,928)
================================================================================================================================
</TABLE>

See accompanying notes to financial statements.

13
<PAGE> 55
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
NATIONWIDE(R)
MONEY MARKET FUND
-----------------------------

Year ended Year ended
October 31, October 31,
1995 1994
- --------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------------------------------
<S> <C> <C>

Operations:
Net investment income $ 29,238,839 14,842,124
Net realized gain (loss) on investments 4,106 1,310
Net change in unrealized appreciation
or depreciation of investments -- --
- --------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations 29,242,945 14,843,434
- --------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income (29,239,264) (14,841,684)
In excess of net investment income (6,587) --
Net realized gain from investment transactions -- (1,282)
Paid in capital -- --
- --------------------------------------------------------------------------------------

Decrease in net assets from distributions
to shareholders (29,245,851) (14,842,966)
- --------------------------------------------------------------------------------------
Capital share transactions:
Net proceeds from sale of shares 626,666,560 548,491,123
Net asset value of shares issued to shareholders
from reinvestment of dividends and distributions 29,971,841 12,268,547
Cost of shares redeemed (543,661,512) (487,638,311)
- --------------------------------------------------------------------------------------
Increase (decrease) in net assets derived
from capital share transactions 112,976,889 73,121,359
- --------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS 112,973,983 73,121,827
- --------------------------------------------------------------------------------------
NET ASSETS--BEGINNING OF PERIOD 491,736,905 418,615,078
- --------------------------------------------------------------------------------------
NET ASSETS--END OF PERIOD $ 604,710,888 491,736,905
======================================================================================
Undistributed net realized gain (loss) on
investments included in net assets at end of
period (note 1) $ 4,106 --
======================================================================================
Undistributed (distributions in excess of) net
investment income included in net assets at end
of period (note 1) $ (6,587) 425
======================================================================================
Shares sold 626,666,560 548,491,123
- --------------------------------------------------------------------------------------
Shares issued to shareholders from reinvest-
ment of dividends and distributions 29,971,841 12,268,547
- --------------------------------------------------------------------------------------
Shares redeemed (543,661,512) (487,638,311)
- --------------------------------------------------------------------------------------
Net increase (decrease) in number of shares 112,976,889 73,121,359
======================================================================================
</TABLE>

See accompanying notes to financial statements.

14
<PAGE> 56
NATIONWIDE GROWTH FUND
Statement of Investments - October 31, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
SHARES SECURITY VALUE (NOTE 1)
- --------------------------------------------------------------------------------------

<S> <C> <C>
COMMON STOCKS (83.5%)
AIRLINES (0.6%)
199,000 Skywest, Inc. ........................................... $ 3,407,875
-------------

BUSINESS SERVICES (2.5%)
157,200 Insurance Auto Auctions Inc.*............................ 1,061,100
354,100 Olsten Corp. (The)....................................... 13,632,850
-------------
14,693,950
-------------

CHEMICALS (4.4%)
70,000 Air Products & Chemicals, Inc............................ 3,613,750
75,000 Du Pont (E.I.) De Nemours & Co........................... 4,678,125
100,000 FMC Corporation*......................................... 7,162,500
90,000 Loctite Corp............................................. 4,252,500
122,000 Sigma-Aldrich Corp....................................... 5,795,000
-------------
25,501,875
-------------
COMPUTER EQUIPMENT (5.7%)
300,000 American Power Conversion Corp.*......................... 3,075,000
200,000 Hewlett-Packard Company.................................. 18,525,000
120,000 International Business Machines Corp..................... 11,670,000
-------------
33,270,000
-------------
COMPUTER SOFTWARE & SERVICES (2.4%)
150,000 Automatic Data Processing, Inc........................... 10,725,000
66,700 National Data Corporation................................ 1,767,550
145,000 SCS/COMPUTE, Inc.* + .................................... 326,250
50,000 Sunguard Data System Inc.*............................... 1,375,000
-------------
14,193,800
-------------
CONGLOMERATE (3.7%)
100,000 Corning Inc.............................................. 2,612,500
750,000 Hanson Trust, Plc ....................................... 11,625,000
160,000 Honeywell Inc............................................ 6,720,000
37,500 U.S. Industries, Inc..................................... 562,500
-------------
21,520,000
-------------
CONSUMER GOODS (1.6%)
300,000 Newell Co................................................ 7,237,500
168,000 Perrigo Co.*............................................. 2,058,000
-------------
9,295,500
-------------
CONTRACT MANUFACTURING (0.7%)
100,000 Dovatron International, Inc.*............................ 3,075,000
115,000 Electronic Fab Technology Corp.*......................... 524,688
41,000 Triple S Plastics, Inc.*................................ 379,250
-------------
3,978,938
-------------
DENTAL (0.7%)
51,500 Dentsply International Inc............................... 1,776,750
120,000 National Dentex Corp.*................................... 2,160,000
-------------
3,936,750
-------------
DISTRIBUTION (1.2%)
328,125 Bergen Brunswig Corp., Class A........................... 6,808,594
-------------

DRUGS (3.2%)
200,000 Allergan Inc............................................. 5,875,000
160,000 Schering-Plough Corp..................................... 8,580,000
50,000 Warner-Lambert Co....................................... 4,256,250
-------------
18,711,250
-------------
EDUCATION (0.9%)
237,400 DeVry Inc.*.............................................. 5,282,150
-------------

ELECTRONICS (8.6%)
127,300 AMP, Inc................................................. 4,996,525
450,000 Intel Corp............................................... 31,443,750
117,187 Molex Inc................................................ 3,867,171
190,858 Molex Inc., Class A...................................... 5,868,884
155,000 Richardson Electronics Ltd............................... 1,472,500
189,000 Woodhead Industries, Inc................................. 2,693,250
-------------
50,342,080
-------------
ENGINEERING & CONSTRUCTION (1.0%)
100,000 Fluor Corporation........................................ 5,650,000
-------------

FINANCIAL SERVICES (8.2%)
37,500 American International Group Inc......................... 3,164,062
578,812 Bear Stearns Companies, Inc.............................. 11,503,888
486,202 Gainsco, Inc............................................. 4,193,492
350,000 Merrill Lynch & Co., Inc................................. 19,425,000
50,000 Morgan Stanley Group Inc................................. 4,350,000
200,000 Silicon Valley Bancshares*............................... 3,850,000
100,000 Standard Financial Inc.*................................. 1,375,000
-------------
47,861,442
-------------
FOOD & BEVERAGES (4.0%)
3,000,000 Grand Metropolitan, Plc.................................. 20,733,600
50,000 International Flavors and Fragrances, Inc................ 2,412,500
-------------
23,146,100
-------------

FOOD-GRAIN & AGRICULTURE (2.7%)
980,259 Archer Daniels Midland Co................................ 15,806,676
-------------

HEALTHCARE SERVICES (4.9%)
415,000 Apria Healthcare Group Inc.*............................. 8,974,375
400,000 Columbia HCA/Healthcare Corp............................. 19,650,000
-------------
28,624,375
-------------
MACHINERY & CAPITAL GOODS (4.8%)
80,000 Cooper Industries, Inc. ................................. 2,700,000
139,650 Duriron, Inc. ........................................... 3,735,638
60,000 Emerson Electric Co. .................................... 4,275,000
50,000 Ingersoll-Rand Company................................... 1,768,750
100,000 Lindsay Manufacturing Co.* .............................. 3,525,000
60,000 Nordson Corp............................................. 3,465,000
146,300 Zebra Technologies Corp.*................................ 8,704,850
-------------
28,174,238
-------------

MEDICAL PRODUCTS (0.6%)
200,000 Biomet, Inc.*............................................ $ 3,325,000
-------------

OIL & GAS (5.4%)
150,000 Amoco Corp............................................... 9,581,250
80,000 Mobil Corp. ............................................. 8,060,000
60,000 Royal Dutch Petroleum Co. ............................... 7,372,500
50,000 Texaco, Inc.............................................. 3,406,250
126,750 Weatherford Enterra Corp................................. 3,057,844
-------------
31,477,844
-------------
PAPER & FOREST PRODUCTS (0.2%)
80,000 Glatfelter (P.H.) Company................................ 1,480,000
-------------

POLLUTION CONTROL (1.0%)
200,000 WMX Technologies, Inc.................................... 5,625,000
-------------

PRINTING & PUBLISHING (3.1%)
150,000 Dun & Bradstreet Corp.................................... 8,962,500
100,000 Merrill Corporation...................................... 1,600,000
160,000 Reader's Digest Assoc., Inc., Class B.................... 7,400,000
-------------
17,962,500
-------------
RESTAURANTS (1.7%)
200,000 Bob Evans Farms, Inc..................................... 3,600,000
185,000 Pancho's Mexican Buffet, Inc............................. 508,750
300,000 Wendy's International, Inc............................... 5,962,500
-------------
10,071,250
-------------
RETAIL (1.3%)
200,000 Franklin Quest Co.*...................................... 4,775,000
145,000 Smart & Final Inc........................................ 2,718,750
-------------
7,493,750
-------------
TELECOMMUNICATIONS (8.4%)
300,000 AT & T Corp.............................................. 19,200,000
744,000 MCI Communications Corp.................................. 18,553,500
300,000 Sprint Corporation....................................... 11,550,000
-------------
49,303,500
-------------
Total common stocks
(cost $348,257,112)..................................... 486,944,437
-------------
- ---------
PRINCIPAL
- ---------

REPURCHASE AGREEMENT (0.3%)
$ 1,895,000 Merrill Lynch & Co., Inc.
5.45%, due 11/06/95, Collateralized by
$ 14,186,697 FHLMC #S10009, 8.50%, due 06/01/22
and $ 521,596 FNMA 7.00%, due 03/24/25
market value - $ 1,964,926
(cost $ 1,895,000)................................ 1,895,000
-------------

U.S. GOVERNMENT AND AGENCY SHORT-TERM
OBLIGATIONS (16.1%)
41,375,000 U.S. Treasury Bills
5.41% through 5.23%, due 11/16/95 through 05/30/96..... 40,872,674
2,670,000 Federal Home Loan Mortgage Notes
5.57% through 5.48%, due 02/05/96 through 02/09/96..... 2,629,308
50,970,000 Federal National Mortgage Association Notes
5.71% through 5.43%, due 11/03/95 through 04/11/96..... 50,134,816
-------------

Total U.S. government and agency
short-term obligations
(cost $93,636,798)............................... 93,636,798
-------------

Total investments
(cost $443,788,910).............................. $ 582,476,235
-------------
</TABLE>

* Denotes a non-income producing security.

+ Affiliate as defined in Section 2(a)(3) of the Investment Company Act since
the Fund owns more than 5% of the outstanding shares. Cost also represents cost
for Federal income tax purposes. Portfolio holding percentages represent market
value as a percentage of net assets.

See accompanying notes to financial statements.

15
<PAGE> 57
NATIONWIDE FUND
Statement of Investments - October 31, 1995

COMMON STOCKS (97.1%)
AUTO & AUTO PARTS (6.6%)
537,200 Chrysler Corporation..................................... $ 27,732,950
869,400 Ford Motor Company....................................... 24,995,250
-------------
52,728,200
-------------
BROADCASTING (3.1%)
206,100 Capital Cities/ABC, Inc.................................. 24,448,612
-------------

BUILDING (3.8%)
337,500 Masco Corporation........................................ 9,492,188
142,800 USG Corporation*......................................... 4,159,050
302,200 Vulcan Materials Co...................................... 16,809,875
-------------
30,461,113
-------------
CHEMICALS (11.9%)
527,300 Georgia Gulf Corporation*................................ 17,466,812
309,700 IMC Global Inc.*......................................... 21,679,000
593,700 Morton International Inc................................. 18,107,850
223,600 OM Group, Inc............................................ 6,484,400
663,275 Raychem Corporation...................................... 30,759,378
-------------
94,497,440
-------------
COMPUTER EQUIPMENT (2.4%)
193,200 International Business Machines Corp..................... 18,788,700
-------------

DRUGS (10.5%)
74,500 American Home Products Corp.............................. 6,602,562
705,800 Schering-Plough Corp..................................... 37,848,525
459,300 Warner-Lambert Co........................................ 39,097,913
-------------
83,549,000
-------------
FINANCIAL (12.5%)
296,900 Barnett Banks, Inc....................................... 16,403,725
332,400 Chubb Corporation........................................ 29,874,450
233,400 CoreStates Financial Corp................................ 8,489,925
50,359 Fund American Enterprises*............................... 3,474,771
364,700 Horace Mann Educators Corp............................... 9,710,138
397,800 Mellon Bank Corp......................................... 19,939,725
143,800 U S Bancorp.............................................. 4,260,075
165,900 West One Bancorp......................................... 7,050,750
-------------
99,203,559
-------------
FOOD & BEVERAGE (13.4%)
297,400 Anheuser-Busch Companies Inc............................. 19,628,400
524,000 PepsiCo, Inc............................................. 27,641,000
223,600 Philip Morris Companies, Inc............................. 18,894,200
312,200 Quaker Oats Company...................................... 10,653,825
349,033 Ralcorp Holdings Inc.*................................... 8,027,759
364,200 Ralston-Ralston Purina Group............................. 21,624,375
-------------
106,469,559
-------------
HOUSEHOLD PRODUCTS (7.5%)
347,000 Avon Products, Inc....................................... 24,680,375
424,200 Dial Corp. (The)......................................... 10,339,875
207,200 Gillette Company (The)................................... 10,023,300
110,600 Helene Curtis Industries, Inc............................ 3,304,175
152,000 Maybelline, Inc.......................................... 3,591,000
100,000 Procter & Gamble Co...................................... 8,100,000
-------------
60,038,725
-------------
LEISURE PRODUCTS (1.4%)
586,100 Brunswick Corp........................................... 11,428,950
-------------

MACHINERY (2.0%)
342,400 Johnstown America Industries, Inc.*...................... 1,583,600
71,360 PACCAR, Inc.............................................. 2,979,280
375,000 Trinity Industries, Inc.................................. 11,109,375
-------------
15,672,255
-------------
NONFERROUS METALS (0.5%)
138,500 Alumax, Inc.*............................................ 4,085,750
-------------

OIL & GAS (7.9%)
161,900 Mobil Corporation........................................ 16,311,425
476,700 Texaco Inc............................................... 32,475,188
547,300 Unocal Corporation....................................... 14,366,625
-------------
63,153,238
-------------
PAPER AND FOREST PRODUCTS (1.5%)
86,400 Bowater Inc.............................................. 3,823,200
36,000 Champion Intl. Corp...................................... 1,926,000
79,600 Georgia Pacific Corporation.............................. 6,567,000
-------------
12,316,200
-------------
PRINTING & PUBLISHING (9.1%)
760,000 American Greetings Corp., Class A........................ 23,940,000
229,300 Dun & Bradstreet Corp.................................... 13,700,675
229,600 Gannett Co., Inc......................................... 12,484,500
282,300 Gibson Greetings, Inc.................................... 3,916,912
100,000 Tribune Co............................................... 6,312,500
40,900 Washington Post Company (The), Class B................... 11,861,000
-------------
72,215,587
-------------
TELECOMMUNICATIONS (0.3%)
100,000 MCI Communications Corporation........................... 2,493,750
-------------

TOYS (2.7%)
739,712 Mattel, Inc.............................................. $ 21,266,720
-------------

Total common stocks
(cost $520,513,993).................................... 772,817,358
-------------

PRINCIPAL

CONVERTIBLE BONDS (0.6%)
$11,356,000 Consorcio G. Grupo Dina, 8.00%, 2004.................... 4,315,280
-------------
(cost $10,442,587)

COMMERCIAL PAPER (1.9%)
1,380,000 Banc One Corp.
5.73% due 11/16/95...................................... 1,376,705
4,160,000 Dillard Investment Co.
5.71%, due 11/10/95..................................... 4,154,062
4,410,000 Marsh & McLennan Co.
5.72% due 11/01/95...................................... 4,410,000
625,000 Merrill Lynch & Co., Inc.
5.76%, due 11/03/95..................................... 624,800
4,485,000 Monsanto Co.
5.72%, due 11/06/95..................................... 4,481,437
-------------

Total commercial paper
(cost $15,047,004)...................................... 15,047,004
-------------

REPURCHASE AGREEMENT (0.5%)
4,071,000 Merrill Lynch & Co., Inc.
5.45%, due 11/06/95, Collateralized by
$4,206,635 FNMA CMO , due 10/23/25 and
$7,542,442 FHLMC 8.00%, due 08/01/22
market value - $4,221,220
(cost $4,071,000)....................................... 4,071,000
-------------

Total investments
(cost $550,074,584)..................................... $ 796,250,642
=============
</TABLE>

* Denotes a non-income producing security.

Cost also represents cost for Federal income tax purposes. Portfolio holding
percentages represent market value as a percentage of net assets.

See accompanying notes to financial statements.

16
<PAGE> 58
NATIONWIDE BOND FUND
Statement of Investments - October 31, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
PRINCIPAL SECURITY VALUE (NOTE 1)
- --------------------------------------------------------------------------------------
<S> <C> <C>
CANADIAN GOVERNMENT BONDS (6.3%)
$1,000,000 Hydro-Quebec, 11.75%, 2012.................................. $ 1,415,479
4,000,000 Hydro-Quebec, 8.05%, 2024................................... 4,410,476
2,000,000 Manitoba (Province of), 9.625%, 2018........................ 2,568,898
------------

Total Canadian government bonds
(cost $7,709,759)........................................ 8,394,853
------------

CORPORATE BONDS (76.9%)
BANKS (5.3%)
3,000,000 Banc One Corp., 9.875%, 2009................................ 3,741,948
1,000,000 Banc One Corp., 10.00%, 2010................................ 1,270,384
2,000,000 Toronto-Dominion Bank, NY., 7.875% 2004..................... 2,124,098
------------
7,136,430
------------

BROKER/DEALER (7.1%)
1,000,000 Bear Stearns Companies, Inc., 9.375%, 2001.................. 1,131,689
2,000,000 Bear Stearns Companies, Inc., 8.75%, 2004................... 2,242,164
1,000,000 Lehman Brothers Holdings Inc., 11.625%, 2005................ 1,296,791
1,000,000 Morgan Stanley Group Inc., 8.10%, 2002...................... 1,083,314
3,000,000 Morgan Stanley Group Inc., 10.00%, 2008..................... 3,745,191
------------
9,499,149
------------

CHEMICALS (1.6%)
2,000,000 ICI Wilmington Inc., 7.50%, 2002............................ 2,114,766
------------

FINANCE (12.8%)
2,000,000 Bass America Inc., 8.125%, 2002............................. 2,182,584
2,000,000 Ford Capital BV Notes, 10.125%, 2000........................ 2,318,774
3,000,000 Ford Capital BV Notes, 9.50%, 2010.......................... 3,676,389
1,000,000 General Electric Capital Corp., 8.75%, 2000................. 1,100,390
3,235,000 General Electric Capital Corp., 8.50%, 2008................. 3,739,903
3,515,000 Loews Corp., 8.875%, 2011................................... 4,086,324
------------
17,104,364
------------
FOOD (4.0%)
2,000,000 General Foods Corp., 7.00%, 2011............................ 1,909,028
3,000,000 Seagram (JE) & Sons Inc., 8.875%, 2011...................... 3,464,226
------------
5,373,254
------------

INSURANCE (20.0%)
4,500,000 Aetna Life & Casualty Co., 6.75%, 2013...................... 4,169,786
3,000,000 Allstate Corp., 7.50%, 2013................................. 3,079,914
4,000,000 AMBAC Inc., 9.375%, 2011.................................... 4,945,712
1,000,000 AMBAC Inc., 7.50%, 2023..................................... 1,038,767
5,000,000 Berkley (W.R.) Corp., 9.875%, 2008.......................... 6,075,350
2,000,000 Equitable of Iowa, 8.50%, 2005.............................. 2,217,958
5,000,000 Prudential Surplus Note, 8.10%, 2015....................... 5,115,250
------------
26,642,737
------------

PAPER & FOREST PRODUCTS (1.7%)
2,000,000 Temple-Inland Inc., 9.00%, 2001............................. 2,247,034
------------

PUBLISHING (1.5%)
2,000,000 Times Mirror Co., 7.25%, 2013............................... 2,022,314
------------

RETAIL TRADE (8.8%)
2,000,000 Dayton Hudson Corp., 9.25%, 2011............................ 2,397,886
1,000,000 Lowe's Companies Inc., 8.19%, 2022 ...................... 1,107,649
3,000,000 May Department Stores Company, 10.625%, 2010................ 4,084,224
2,000,000 Wal-Mart Stores, Inc., 7.50%, 2004.......................... 2,134,802
2,000,000 Wal-Mart Stores, Inc., 7.25%, 2013.......................... 2,057,342
------------
11,781,903
------------
UTILITIES: GAS & ELECTRIC (1.0%)
1,250,000 Pacific Gas & Electric Company, 8.75%, 2001................. 1,369,752
------------

OTHER (13.1%)
4,000,000 Armstrong World Industries Inc., 9.75%, 2008................ 4,737,572
4,000,000 English China Clays Delaware Inc., 7.375%, 2002............. 4,181,804
2,000,000 Kaiser Foundation, 9.55%, 2005.............................. 2,439,948
2,000,000 Waste Management Inc., 7.65%, 2011.......................... 2,160,298
3,500,000 Waste Management Inc., 8.75%, 2018.......................... 3,982,741
------------
17,502,363
------------

Total corporate bonds
(cost $99,360,848)........................................... 102,794,066
------------

MORTGAGE BACKED SECURITIES (9.6%)
1,500,000 FHLMC (REMIC) Class 194-E, 7.00%, 2021...................... 1,501,919
888,224 FHLMC (REMIC) Class 1650-LC, 6.50%, 2022.................... 854,745
1,759,016 FHLMC (REMIC) Class 1650-LE, 6.50%, 2022.................... 1,692,506
4,150,730 FHLMC (REMIC) Class 1709-EA, 7.25%, 2023.................... 4,177,955
819,538 FHLMC-GNMA (REMIC) Class 29-Z, 6.75%, 2024.................. 805,023
1,000,000 FNMA (REMIC) 1994 Class 4L, 6.50%, 2007..................... 975,099
1,000,000 FNMA (REMIC) 1992 Class 105-J, 6.50%, 2020.................. 986,199
782,326 FNMA (REMIC) 1992 Class 103-A, 7.00%, 2022.................. 781,895
860,072 FNMA (REMIC) 1992 Class G-64M, 7.00%, 2022.................. 834,518
200,293 FNMA (REMIC) Class X-225C-A, 5.85%, 2023.................... 188,566
------------

Total mortgage backed securities
(cost $12,491,043)....................................... 12,798,425
------------

U.S. GOVERNMENT
LONG-TERM OBLIGATIONS (4.2%)
$5,000,000 U.S. Treasury Notes, 8.75%, 2000
(cost $5,314,872)......................................... $ 5,606,250
------------

COMMERCIAL PAPER (0.8%)
1,085,000 Coca-Cola Financial Corp.
5.73%, due 11/03/95
(cost $1,084,655)......................................... 1,084,655
------------

REPURCHASE AGREEMENT (0.7%)
907,000 Merrill Lynch & Co.,Inc.,
5.45%, due 11/06/95, Collateralized by
$1,044,259 FHLMC 00.0%, due 03/24/15
$531,684 FNMA 7.00%, due 07/01/08
market value - $940,468
(cost $907,000)........................................... 907,000
------------

Total investments
(cost $126,868,177)....................................... $131,585,249
============
</TABLE>

Cost also represents cost for Federal income tax purposes.

Portfolio holding percentages represent market value as a percentage of net
assets.

See accompanying notes to financial statements.

17
<PAGE> 59
NATIONWIDE MONEY MARKET FUND
Statement of Investments - October 31, 1995

CANADIAN GOVERNMENT OBLIGATIONS (2.8%)
Canadian Wheat Board
4,130,000 5.55%, due 12/18/95...................................... 4,100,075
5,650,000 5.67%, due 12/20/95...................................... 5,606,396
Export Development Corp.
7,250,000 5.65%, due 11/08/95...................................... 7,242,035
-----------

Total Canadian government obligations
(cost $16,948,506)....................................... 16,948,506
-----------

COMMERCIAL PAPER (90.3%)
AUTO/FINANCE (3.4%)
Ford Motor Credit Co.
2,000,000 5.74%, due 11/06/95...................................... 1,998,406
4,760,000 5.70%, due 11/07/95...................................... 4,755,478
5,000,000 5.73%, due 11/15/95...................................... 4,988,858
3,000,000 5.73%, due 12/12/95...................................... 2,980,423
5,725,000 5.67%, due 01/08/96...................................... 5,663,685
-----------
20,386,850
-----------
BANKS (10.2%)
Banc One Corp.
6,000,000 5.68%, due 11/03/95...................................... 5,998,107
4,000,000 5.73%, due 11/10/95...................................... 3,994,270
8,000,000 5.68%, due 11/14/95...................................... 7,983,591
5,000,000 5.70%, due 11/21/95...................................... 4,984,167
CoreStates Capital Corp.
5,000,000 5.72%, due 01/03/96...................................... 4,949,950
5,000,000 5.70%, 01/03/96.......................................... 4,949,333
JP Morgan & Co., Inc.
8,000,000 5.70%, due 11/20/95...................................... 7,975,933
2,000,000 5.60%, due 12/21/95...................................... 1,984,444
National City Credit Corp.
9,000,000 5.65%, due 11/17/95...................................... 8,977,400
4,902,000 5.71%, due 11/29/95...................................... 4,880,230
Norwest Corp.
5,000,000 5.60%, due 12/27/95...................................... 4,956,445
-----------
61,633,870
-----------
BROKER-DEALERS (12.6%)
Bear Stearns Companies, Inc.
5,000,000 5.73%, due 11/20/95...................................... 4,984,879
6,540,000 5.72%, due 01/12/96...................................... 6,465,182
5,775,000 5.74%, due 12/05/95...................................... 5,743,693
5,000,000 5.75%, due 11/30/95...................................... 4,976,840
Dean Witter Discover & Co.
3,000,000 5.73%, due 11/13/95...................................... 2,994,270
5,000,000 5.70%, due 11/17/95...................................... 4,987,333
2,940,000 5.70%, due 11/22/95...................................... 2,930,225
3,000,000 5.68%, due 01/08/96...................................... 2,967,813
3,000,000 5.68%, due 1/10/96....................................... 2,966,867
3,000,000 5.68%, due 01/22/96...................................... 2,961,187
3,000,000 5.68%, due 01/31/96...................................... 2,956,927
Merrill Lynch & Co., Inc.
6,000,000 5.73%, due 11/01/95...................................... 6,000,000
2,775,000 5.72%, due 11/15/95...................................... 2,768,827
5,000,000 5.75%, due 11/16/95...................................... 4,988,021
7,000,000 5.73%, due 11/16/95...................................... 6,983,288
3,000,000 5.73%, due 11/28/95...................................... 2,987,108
740,000 5.73%, due 12/01/95...................................... 736,466
Smith Barney, Inc.
6,760,000 5.74%, due 11/28/95...................................... 6,730,898
-----------
76,129,824
-----------
CAPTIVE BORROWING CONDUITS (1.7%)
BTR Dunlop Finance
2,439,000 5.70%, due 11/13/95...................................... 2,434,366
Prudential Funding, Inc.
8,000,000 5.72%, due 11/08/95...................................... 7,991,102
-----------
10,425,468
-----------

CHEMICALS (2.7%)
Monsanto Co.
5,000,000 5.75%, due 11/01/95...................................... 5,000,000
6,110,000 5.68%, due 12/13/95...................................... 6,069,511
5,280,000 5.68%, due 01/17/96...................................... 5,215,854
-----------
16,285,365
-----------

CONSUMER SALES FINANCE (7.2%)
American Express Credit Corp.
$ 8,000,000 5.73%, due 11/13/95...................................... 7,984,720
1,000,000 5.71%, due 12/04/95...................................... 994,766
Associates Corp. of North America
8,775,000 5.65%, due 11/07/95...................................... 8,766,737
6,250,000 5.66%, due 11/13/95...................................... 6,238,208
4,640,000 5.75%, due 11/15/95...................................... 4,629,624
Commercial Credit Corp.
7,504,000 5.70%, due 11/09/95...................................... 7,494,495
Norwest Financial, Inc.
7,560,000 5.66%, due 01/05/96...................................... 7,482,741
-----------
43,591,292
-----------
CONSUMER PRODUCTS (1.5%)
Gillette Co.
9,185,000 5.65%, due 01/11/96...................................... 9,082,651
-----------

CORPORATE CREDIT UNIONS (3.4%)
U.S. Central Credit Union
7,000,000 5.74%, due 11/01/95...................................... 7,000,000
5,000,000 5.70%, due 11/10/95...................................... 4,992,875
6,000,000 5.65%, due 01/19/96...................................... 5,925,608
3,000,000 5.68%, due 01/19/96...................................... 2,962,607
-----------
20,881,090
-----------
DIVERSIFIED FINANCE (4.9%)
AT&T Capital Corp.
5,000,000 5.63%, due 11/02/95...................................... 4,999,218
3,000,000 5.65%, due 11/15/95...................................... 2,993,408
5,000,000 5.60%, due 12/12/95...................................... 4,968,111
GE Capital Corp.
3,660,000 5.73%, due 11/09/95...................................... 3,655,340
1,000,000 5.65%, due 12/19/95...................................... 992,466
Transamerica Finance Group, Inc.
6,000,000 5.75%, due 11/06/95...................................... 5,995,208
6,000,000 5.70%, due 12/12/95...................................... 5,959,150
-----------
29,562,901
-----------
ELECTRIC UTILITY (4.0%)
National Rural Utilities Cooperative
4,000,000 5.70%, due 11/09/95...................................... 3,994,933
5,000,000 5.70%, due 12/01/95...................................... 4,976,250
7,152,000 5.72%, due 12/11/95...................................... 7,106,545
8,000,000 5.68%, due 12/22/95...................................... 7,935,627
-----------
24,013,355
-----------
FOOD & BEVERAGES (9.3%)
CPC International Inc.
5,740,000 5.75%, due 11/06/95...................................... 5,735,416
1,845,000 5.68%, due 11/07/95...................................... 1,843,253
3,800,000 5.67%, due 01/18/96...................................... 3,753,317
7,000,000 5.69%, due 01/18/96...................................... 6,913,702
Campbell Soup Co.
5,000,000 5.68%, due 11/21/95...................................... 4,984,223
4,835,000 5.68%, due 01/23/96...................................... 4,771,683
Heinz (H.J.) Company
1,275,000 5.72%, due 12/01/95...................................... 1,268,923
9,000,000 5.70%, due 11/30/95...................................... 8,958,675
Sara Lee Corp.
2,850,000 5.66%, due 12/27/95...................................... 2,824,907
7,000,000 5.65%, due 12/28/95...................................... 6,937,379
6,000,000 5.65%, due 12/28/95...................................... 5,946,325
Sysco Corp.
2,300,000 5.67%, due 11/10/95...................................... 2,296,740
-----------
56,234,543
-----------
INSURANCE (8.3%)
Marsh & McLennan Co.
5,000,000 5.75%, due 11/01/95...................................... 5,000,000
4,310,000 5.87%, due 11/01/95...................................... 4,310,000
MetLife Funding Inc.
5,515,000 5.65%, due 11/07/95...................................... 5,509,807
8,000,000 5.72%, due 12/04/95...................................... 7,958,053
5,000,000 5.70%, due 12/07/95...................................... 4,971,500
Old Republic Capital Corp.
5,500,000 5.77%, due 11/03/95...................................... 5,498,237
1,986,000 5.70%, due 12/13/95...................................... 1,972,793
4,000,000 5.72%, due 12/13/95...................................... 3,973,307
8,000,000 5.63%, due 01/09/96...................................... 7,913,673
3,000,000 5.68%, due 02/01/96...................................... 2,956,454
-----------
50,063,824
-----------
</TABLE>
(continued)

18
<PAGE> 60
NATIONWIDE MONEY MARKET FUND
Statement of Investments - October 31, 1995

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
PRINCIPAL SECURITY VALUE (NOTE 1)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
LEASE FINANCING (4.9%)
Fleet Funding, Inc.
$5,000,000 5.74%, due 11/03/95...................................... $ 4,998,405
6,215,000 5.70%, due 01/04/96...................................... 6,152,021
5,558,000 5.70%, due 01/05/96...................................... 5,500,799
PHH Corp.
2,000,000 5.73%, due 11/02/95...................................... 1,999,682
4,000,000 5.72%, due 11/03/95...................................... 3,998,729
3,000,000 5.72%, due 11/15/95...................................... 2,993,327
4,000,000 5.65%, due 01/19/96...................................... 3,950,406
------------
29,593,369
------------
OFFICE EQUIPMENT & SUPPLIES (2.9%)
Pitney Bowes Credit Corp.
5,000,000 5.65%, due 11/17/95...................................... 4,987,445
7,720,000 5.65%, due 11/22/95...................................... 7,694,556
5,000,000 5.66%, due 12/22/95...................................... 4,959,908
------------
17,641,909
------------
PAPER AND FOREST PRODUCTS (0.8%)
Sonoco Products Co.
5,000,000 5.75%, due 11/10/95...................................... 4,992,812
------------

PHARMACEUTICALS & PERSONAL CARE (4.3%)
Pfizer Inc.
4,393,000 5.72%, due 11/06/95...................................... 4,389,510
Schering Corp.
5,000,000 5.66%, due 11/14/95...................................... 4,989,781
9,000,000 5.69%, due 01/16/96...................................... 8,891,890
5,000,000 5.55%, due 01/17/96...................................... 4,940,646
2,685,000 5.65%, due 03/27/96...................................... 2,623,055
------------
25,834,882
------------

PRINTING & PUBLISHING (1.7%)
Donnelley (R.R.) & Sons Company
5,500,000 5.70%, due 12/05/95...................................... 5,520,123
McGraw-Hill Inc.
5,000,000 5.65%, due 11/02/95...................................... 4,999,215
------------
10,519,338
------------
RAILROADS (1.3%)
Norfolk & Southern Railway Company
8,246,000 5.65%, due 01/16/96...................................... 8,147,644
------------

RETAIL TRADE (2.1%)
Dillard Inv. Co.
3,700,000 5.73%, due 11/02/95....................................... 3,699,411
3,825,000 5.71%, due 11/10/95....................................... 3,819,540
Wal-Mart Stores Inc.
5,000,000 5.65%, due 12/05/95...................................... 4,973,319
------------
12,492,270
------------
TELECOMMUNICATIONS (3.1%)
AT & T Corp.
9,000,000 5.65%, due 11/27/95...................................... 8,963,272
1,575,000 5.65%, due 11/29/95...................................... 1,568,079
5,000,000 5.61%, due 12/20/95...................................... 4,961,821
3,000,000 5.64%, due 12/21/95...................................... 2,976,500
------------
18,469,672
------------

Total commercial paper
(cost $545,982,929).................................... 545,982,929
------------

CORPORATE NOTES (1.7%)
BANKS
J.P. Morgan & Co.
5,000,000 6.20%, due 05/13/96...................................... 4,999,154
FINANCE
G.E. Capital Corp.
5,000,000 5.702%, variable, due 05/06/96*.......................... 4,998,865
------------

Total corporate notes
(cost $9,998,019)...................................... 9,998,019
------------

U.S. GOVERNMENT AND
AGENCY OBLIGATIONS (4.6%)
Federal National Mortgage Association
2,600,000 5.50%, due 11/14/95...................................... 2,594,836
7,780,000 5.53%, due 12/08/95...................................... 7,735,781
5,000,000 5.46%, due 04/12/96...................................... 4,876,392
5,000,000 5.71%, due 06/10/96...................................... 4,998,396
U.S. Treasury Bills
3,000,000 5.53%, due 05/30/96...................................... 2,902,764
5,000,000 6.31%, due 11/16/95...................................... 4,986,854
------------

Total U.S. government and
agency obligations
(cost $28,095,023)..................................... 28,095,023
------------

Total investments
(cost $604,306,639).................................... $604,306,639
============
</TABLE>

Cost also represents cost for Federal income tax purposes.

Portfolio holding percentages represent market value as a percentage of net
assets.

*Variable rate as of 10/31/95 and resets to 3 month Treasury Bill Index, plus 20
basis points, and resets weekly and pays quarterly.

See accompanying notes to financial statements.

19
<PAGE> 61
NOTES TO FINANCIAL STATEMENTS
October 31, 1995

SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

1 Nationwide Investing Foundation (NIF) is a diversified, open-end investment
company. NIF was created under the laws of Michigan by an Indenture of Trust,
dated May 5, 1933. The Trust, which is registered under the Investment Company
Act of 1940, as amended, offer shares in four separate mutual funds.

SECURITY VALUATION

(a) Growth, Fund, Bond Funds

Securities traded on a national securities exchange are valued at closing
prices. Listed securities for which no sale was reported on the valuation date
are valued at quoted bid prices or fair market, procedures authorized by the
Boards of Trustees. Short-term securities are valued at amortized cost, which
approximates market.

(b) Money Market Fund

Securities are valued at amortized cost, which approximates market value, in
accordance with Rule 2a-7 of the Investment Company Act of 1940 as amended.

FEDERAL INCOME TAXES

NIF qualifies as a regulated investment company under the Internal Revenue Code
during the periods covered by the accompanying statements. No provision has been
made for federal income taxes as it is the intention to continue such
qualification and to distribute all taxable income to shareholders. To the
extent net realized gains are offset through the application of a capital loss
carryover, they will not be distributed to shareholders but will be retained by
the Trust. Each fund within the Trust is treated as a separate entity.

As of October 31, 1995, the Nationwide Bond Fund had a net capital loss carry
forward in the amount of $9,354,043. The Bond Fund carry forward will expire
within 2 to 8 years.

SECURITY TRANSACTIONS AND INVESTMENT INCOME

Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date; interest income is recorded on an accrual
basis and includes, where applicable, the pro rata or constant yield
amortization of premium or discount.

DIVIDENDS TO SHAREHOLDERS

Dividends are recorded on the ex-dividend date for the Growth Fund and
Nationwide Fund.

The Bond and Money Market Funds declare income dividends daily and pay dividends
monthly from the sum of net investment income.

Distributable net realized capital gains are declared and distributed at least
annually for all funds.

Dividends and distributions to shareholders are determined in accordance with
federal income tax regulations which may differ from generally accepted
accounting principles. These "book/tax" differences are considered either
permanent or temporary in nature. In accordance with AICPA Statement of Position
93-2, permanent differences are reclassified within the capital accounts based
on their nature for federal income tax purposes; temporary differences do not
require reclassification. Dividends and distributions that exceed net investment
income and net realized gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income and net
realized gains. To the extent distributions exceed current and accumulated
earnings and profits for federal income tax purposes, they are reported as
distributions of paid-in capital. Accordingly, undistributed net investment
income and paid-in capital as of October 31, 1995, have been adjusted by the
following amounts:

<TABLE>
<CAPTION>
Undistributed Net Paid-in
Investment Income Capital
<S> <C> <C>
Growth $391,516 (391,516)
Bond 58,523 (58,523)
</TABLE>

These reclassifications have no effect upon the net asset value of the
respective funds.

EXPENSES

Direct expenses of a fund are allocated to that fund. General expenses of the
Trust are allocated to the funds based upon each fund's relative average net
assets.

TRANSACTION WITH AFFILIATES

2 (a) Growth, Fund, Bond, and Money Market Funds

As investment manager for the NIF Funds, Nationwide Financial Services, Inc.
(NFS), an affiliated company, earns an annual fee of .5% based on the average
daily net assets; this fee would not be payable in full if the effect of such
payment would increase total expense (excluding taxes other than payroll taxes
and brokerage commissions on portfolio transactions) to an amount exceeding 1%
of average daily net assets for any fiscal year. Such limitations on total
expenses did not affect management fees during the periods covered by the
financial statements.

The investment manager waived annual fees totaling .05% of average daily net
assets in the Money Market Fund from November 1, 1994 through October 31, 1995,
or $273,950 representing $.0005 per average share outstanding.

NFS provides administrative and accounting services to the funds. As
compensation for these services, NFS receives an annual fee of $48,000 from NIF.

NFS also receives fees (sales charges) for services as principal underwriter.
Such fees are deducted from and are not included in proceeds from sales of
capital shares. From such fees, NFS pays sales commissions and other
distribution expenses. Such fees aggregated $609,266 on Growth Fund shares,
$520,812 on Nationwide Fund shares, and $131,140 on Bond Fund shares for the
year ended ended October 31, 1995.

TRANSFER & DIVIDEND DISBURSING AGENT

A subsidiary of NFS (Nationwide Investors Services, Inc.) acts as Transfer and
Dividend Disbursing Agent for the Funds.

BANK LOANS

3 The NIF Trust has an unsecured bank line of credit of $12,000,000.
Borrowings under this arrangement bear interest at the Federal Funds rate plus
.50%. No compensating balances are required.

INVESTMENT TRANSACTIONS

4 Purchases and sales of securities (excluding U.S. government and short-term
securities), and purchases and sales of U.S. government obligations for the year
ended October 31, 1995 are summarized as follows:

<TABLE>
<CAPTION>
Purchases Sales
<S> <C> <C>
Growth ............................ $119,518,139 120,241,783
NW Fund ........................... 109,262,204 145,653,985
Bond .............................. 85,237,410 88,340,919
Money Market ...................... -- --
</TABLE>

U.S. Government Obligations
<TABLE>
<CAPTION>
Purchases Sales
<S> <C> <C>
Growth ............................ $232,247,757 212,837,652
NW Fund ........................... 9,710,938 10,012,500
Bond .............................. 2,000,000 3,120,313
Money Market ...................... 85,199,266 77,634,071
</TABLE>

Realized gains and losses have been computed on the first-in, first-out basis.
Included in net unrealized appreciation (depreciation) at October 31, 1995 are
the following components:

<TABLE>
<CAPTION>
Net unrealized
Unrealized Unrealized appreciation
gains losses (depreciation)
<S> <C> <C> <C>
Growth .............. $149,975,275 (11,287,950) 138,687,325
NW Fund ............. 263,265,064 (17,089,006) 246,176,058
Bond ................ 5,169,473 (452,401) 4,717,072
</TABLE>

20
<PAGE> 62
INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Trustees of The Nationwide Investing Foundation:

We have audited the accompanying statements of assets and liabilities, including
the statements of investments, of The Nationwide Investing
Foundation--Nationwide Growth Fund, Nationwide Fund, Nationwide Bond Fund,
Nationwide Money Market Fund as of October 31, 1995, and the related statements
of operations, statements of changes in net assets and financial highlights for
each of the periods indicated herein. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
October 31, 1995 by confirmation with the custodian and other appropriate audit
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the aforementioned funds comprising The Nationwide Investing Foundation as of
October 31, 1995, the results of their operations, the changes in their net
assets and the financial highlights for each of the periods indicated herein, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Columbus, Ohio
December 8, 1995

21
<PAGE> 63
APPENDIX

DESCRIPTION OF NSRO RATINGS

SHORT-TERM RATINGS (including commercial paper, senior short-term obligations
and deposit obligations). Issues rated Duff 2 by Duff & Phelps, Inc. (D&P) have
good certainty of timely payment; liquidity factors and company fundamentals are
sound. Although ongoing internal funds needs may enlarge total financing
requirements, access to capital markets is good. Risk factors are very small.
Relative strengths or weaknesses of the above factors determines whether the
issuer's commercial paper is rated Duff 1+, Duff 1, or Duff 1-.

Issues assigned F-2 by Fitch Investors Services, Inc. (Fitch) have a
satisfactory degree of assurance for timely payment but the margin of safety is
not as great as for issues assigned F-1+ or F-1 ratings. Issues assigned the
rating of F-1+ are regarded as having the strongest degree of assurance for
timely payment, and issues assigned F-1 reflect an assurance of timely payments
only slightly less in degree than issues rated F-1+.

Among the factors considered by Moody's Investors Service, Inc. (Moody's) in
assigning ratings re the following: (1) quality of management; (2) industry
strengths and risks; (3) vulnerability to business cycles; (4) competitive
position; (5) liquidity measurements; (6) debt structure; (7) operating trends;
and (B) access to capital markets. Relative strength or weakness of the above
factors determines whether the issuer's commercial paper is rated P-1 or P-2.

Issues rated by Standard & Poor's (S&P) as A-1, the highest category, indicates
that the degree of safety regarding timely payment is strong. Liquidity ratios
are adequate to meet cash requirements. Long-term senior debt is rated AA or
better. The issuer has access to at least two additional channels of borrowing.
Basic earning and cash flow have an upward trend with allowance made for unusual
circumstances. Typically, the issuer's industry is well established, and the
issuer has a strong position within the industry. The reliability and quality of
management are unquestioned. Relative strength or weakness of the above factors
determine whether the issuer's commercial paper is rated A-1+, A-1 or A-2.

Issues rated TBW-2 by Thomson Bank Watch (Thomson) have a strong degree of
safety regarding timely repayment of principal and interest. The relative degree
of safety is not quite as high as an issue with a TBW-1 rating.

IBCA Limited and its affiliate, IBCA, Inc. (IBCA) issue ratings and reports on
the largest U.S. and international bank holding companies, as well as major
investment banks. IBCA's short-term rating system utilizes a dual
system--Individual Ratings and Legal Ratings. The Individual Rating addresses 1)
the current strength of consolidated banking companies and their principal bank
subsidiaries. A consolidated bank holding company/bank with an "A" rating has a
strong balanced sheet, a favorable credit profile and a consistent record of
well above average performance. A "B" rating indicates a sound credit profile
without significant problems. Performance is generally in line with or better
than that of its peers. The Legal Rating addresses the question of whether an
institution would receive support if it ran into difficulties. Issues rated A-1
are obligations supported by a very strong capacity for timely repayment. Issues
rated A-2 have a very strong capacity for timely repayment although such
capacity may be susceptible to adverse changes in business, economic or
financial conditions.

Thomson issues ratings on bank holding companies, U.S. banks, international
banks, investment banks and savings and loan associations. Issues rated TBW1 are
obligations that indicate a very high degree of likelihood that principal and
interest will be paid on a timely basis. A TBW2 rating indicates that the
relative degree of safety is not quite as high as an issue with a TBW1 rating.

BOND RATINGS

Bonds rated AA or AAA by D&P are deemed to be high quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

Bonds rated AA or AAA by Fitch are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay principal
is very strong.

Moody's three highest bond ratings are: Aaa - judged to be the best
quality - carry the smallest degree of investment risk; Aa - judged to be high
quality by all standards; A possess favorable atttributes and are considered
"upper medium" grade obligations.

S&P's three highest bond ratings are: AAA - highest grade obligations - possess
the ultimate degree of protection and indicates an extremely strong capacity to
pay principal and interest; AA - also qualify as high grade obligations, and in
the majority of instances differ only in small degrees from issues rated AAA; A
- - strong ability to pay interest and repay principal although more susceptible
to change in circumstances.

Bonds rated AA or AAA by IBCA indicates a very strong capacity for timely
repayment of debt. Margins of protection may not be as large as for AAA issues.

Bonds rated AA or AAA by Thomson indicates ability to repay principal and
interest on a timely basis. Bonds rated AA may have limited incremental risk
versus AAA issues.

22
<PAGE> 64
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Nationwide Fund
Nationwide Growth Fund
Nationwide Bond Fund
Nationwide Money Market Fund

<TABLE>
<CAPTION>
Page
----
<S> <C>
(1) Financial statements and schedules included in Prospectus
(Part A):

Financial Highlights for each of the years in the ten
year period ended October 31, 1995. 4-5

(2) Financial statements and schedules included in Part B:

Those financial statements and schedules required by Item
23 to be included in Part B have been incorporated
therein by reference to the Prospectus (Part A).

Statements of Assets and Liabilities at October 31, 1995. 52

Statements of Operations for the year ended October 31,
1995. 53

Statements of Changes in Net Assets for each of the years
in the two year period ended October 31, 1995. 54-55

Statements of Investments at October 31, 1995. 61

Notes to Financial Statements. 62

Independent Auditors' Report relating to the above
financial statements and the Financial Highlights. 63

Appendix
</TABLE>

(b) Exhibits:

(1) Trust Indenture (Charter), previously filed with Registration
Statement and Post-Effective Amendments, and herein incorporated
by reference.

(2) Code of Regulations, previously filed with Registration Statement
and Post-Effective Amendments, and herein incorporated by
reference.

(3) Not applicable.

(4) Specimen stock certificates, previously filed with Registration
Statement and Post-Effective Amendments, and herein incorporated
by reference.

(5) Investment Management Agreement, previously filed with
Registration Statement and Post-Effective Amendments, and herein
incorporated by reference.
<PAGE> 65
(6) Underwriting Contract, previously filed with Registration
Statement and Post-Effective Amendments, and herein incorporated
by reference.

(7) Not applicable.

(8) Custody Agreement - previously filed with Registration Statement
and Post-Effective Amendments, and herein incorporated by
reference.

(9) Not applicable.

(10) Opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when
sold, be legally issued, fully paid and non-assessable was filed
with the Securities and Exchange Commission on December 20, 1995,
pursuant to Rule 24f-2, and herein incorporated by reference.

(11) Independent Auditors' Consent.

(12) Financial Statements for Inclusion - Part C of Registration
Statement.

(13) Not applicable.

(14) Not applicable.

(15) Not applicable.

(16) Performance Quotation Computation Schedule.

Item 25. Persons Controlled by or Under Common Control with Registrant

No person is presently controlled by or under common control with
Registrant.

Item 26. Number of Holders of Securities

<TABLE>
<CAPTION>
Number of Record
Holders as of
Title of Class December 31, 1995
-------------- -----------------
<S> <C>
Nationwide Fund 41,360
Nationwide Growth Fund 39,808
Nationwide Bond Fund 8,894
Nationwide Money Market Fund 24,925
</TABLE>

Item 27. Indemnification

Indemnification provisions for officers, directors and employees of
Registrant are set forth in Article X, Section 2 of the Trust Indenture. Each
person who is or has been a Trustee, Officer or Beneficiary of the Trust shall
be indemnified by the Trust against expenses reasonably incurred by him in
connection with any claim or in connection with any action, suit or proceeding,
civil or criminal, to which he may be a party by reason of his being or having
been a Trustee, Officer or Beneficiary of the Trust, if he acted (i) in good
faith in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust and with respect to any criminal action or proceeding had
no reasonable cause to believe that his conduct was unlawful and (ii) without
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. The term "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, fines, penalties, amounts
paid in settlement or to secure termination of litigation, and other
liabilities, other than amounts paid to the Trust itself.
<PAGE> 66
Any indemnification under subsection (a) shall be made by the Trust only
upon the determination that indemnification is proper in the circumstances
because the Trustee, Officer or Beneficiary has met the applicable standards of
conduct set forth herein. The determination provided for herein shall be made
(1) by the Trustees of a majority vote of a quorum consisting of Trustees who
were not parties to such claim, action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
Trustees so directs, by independent legal counsel in a written opinion, or (3)
by a majority vote of a quorum of the Beneficiaries at any regular or special
meeting of said Beneficiaries.

The foregoing right of indemnification shall be in addition to any other
rights to which such Trustee, Officer or Beneficiary may be entitled under any
regulation, agreement, insurance purchased by the Trust, vote of Beneficiaries
or disinterested Trustees or otherwise.

Anything to the contrary notwithstanding, nothing herein shall protect
any Trustee or Officer against any liability to the Trust or its Beneficiaries
to which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.

Item 28. Business and Other Connections of Investment Adviser

Nationwide Financial Services, Inc. (NFS), the investment adviser of
Nationwide Investing Foundation, also serves as investment adviser to the
Nationwide Investing Foundation II, Nationwide Separate Account Trust and
Financial Horizons Investment Trust, and serves as general distributor to the
Nationwide Multi-Flex, Nationwide Spectrum, Nationwide DC, and Nationwide
Variable Accounts, separate accounts of Nationwide Life Insurance Company,
registered as unit investment trusts under the Investment Company Act of 1940.

Directors and Officers of Investment Adviser

Lewis J. Alphin Farm Owner and Operator, 519 Bethel Church Road, Mount
Olive, NC 28365

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide General, Nationwide Property and
Casualty, Nationwide Life and Nationwide Life and
Annuity Insurance Companies
Employers Insurance of Wausau A Mutual Company
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Wausau Service Corporation.
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Underwriters Insurance Company.

Willard J. Engel General Manager--Lyon County Cooperative Oil Company, 1100
East Main Street, Marshall, MN 56258

Director

Nationwide Mutual, Nationwide Mutual Fire,
<PAGE> 67
Nationwide General, Nationwide Property and
Casualty, Nationwide Life and Nationwide Life and
Annuity Insurance Companies
Employers Insurance of Wausau A Mutual Company
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company.

Fred C. Finney Farm Owner and Operator-Melrose Fruit Farm; Operator-
Melrose Orchard, 1558 West Moreland Road,
Wooster, OH 44691

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide General, Nationwide Property and
Casualty, Nationwide Life and Nationwide Life and
Annuity Insurance Companies
Employers Insurance of Wausau A Mutual Company
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Wausau Service Corporation
Wausau Business Insurance Company
Wausau Underwriters Insurance Company
Wausau General Insurance Company.

Peter F. Frenzer President and Chief Operating Officer and Director

Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company

President and Director

California Cash Management Company
National Premium and Benefit Administration Company
Nationwide Cash Management Company
Nationwide Corporation
Nationwide Investors Services, Inc.
Nationwide Property Management, Inc.

Executive Vice President and Director

Employers Insurance of Wausau A Mutual Company
Employers Life Insurance Company of Wausau
Wausau Service Corporation
Wausau Preferred Health Insurance Company
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
Nationwide Indemnity Company

Executive Vice President

Colonial Insurance Company of California
Lone Star General Agency, Inc.
Nationwide Mutual Insurance Company
Nationwide Mutual Fire Insurance Company
Nationwide General Insurance Company
Nationwide Property and Casualty Insurance
Company

Executive Vice President-Investments

The Beak and Wire Corporation
<PAGE> 68
Colonial County Mutual Insurance Company

Trustee

Nationwide Insurance Enterprise Foundation

Vice Chairman and Director

Nationwide Financial Institution Distributors Agency, Inc.
Nationwide Communications Inc.
Nationwide Development Company
NEA Valuebuilder Investor Services, Inc.
PEBSCO Securities Corp.
Public Employees Benefit Services Corporation

Director, Chairman and Chief Executive Officer

Pension Associates of Wausau, Inc.

Director

Affiliate Agency, Inc.
Affiliate Agency of Ohio, Inc.
Financial Horizons Distributors Agency of Alabama,
Inc.
Financial Horizons Distributors Agency of Ohio,
Inc.
Financial Horizons Distributors Agency of
Oklahoma, Inc.
Financial Horizons Securities Corporation
InHealth Agency, Inc.
Nationwide HMO, Inc.
InHealth Management Systems, Inc.
Landmark Financial Services of New York, Inc.
MRM Investments, Inc.
National Casualty Company
National Premium & Benefit Administration
Company
Nationwide Community Urban Redevelopment
Corporation
Scottsdale Indemnity Company
Scottsdale Insurance Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Underwriters Insurance Company
NWE, Inc.

Chairman of the Board and Director

West Coast Life Insurance Company
Neckura Holding Company

Vice Chairman, President and Director

Nationwide Financial Services, Inc.

Chairman and Trustee

Financial Horizons Investment Trust
Nationwide Investing Foundation
Nationwide Investing Foundation II
Nationwide Separate Account Trust.

Charles L. Fuellgraf, Jr.

Chief Executive Officer

Fuellgraf Electric Co., Electrical Construction and
Engineering Services, 600 S. Washington St.,
Butler, PA 16001
<PAGE> 69
Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty and Nationwide Life and
Annuity Insurance Companies
Employers Insurance of Wausau A Mutual Company
Nationwide Financial Services, Inc.
Nationwide Property Management, Inc.
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Underwriters Insurance Company
Wausau Service Corporation
Chairman of the Board and Director
Nationwide Communications Inc.
Nationwide Development Company
Trustee
Nationwide Insurance Enterprise Foundation
Nationwide Investing Foundation.

Henry S. Holloway
Farm Owner and Operator, 1247 Stafford Road,
Darlington, MD 21034
Director
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Property and Casualty, and Nationwide
General Insurance Companies
Chairman of the Board and Director
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Nationwide Corporation
Director
Colonial Insurance Company of California
Employers Insurance of Wausau A Mutual Company
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
Nationwide Communications Inc.
Nationwide Property Management, Inc.
Nationwide Development Company
Nationwide Financial Services, Inc.
Scottsdale Indemnity Company
Scottsdale Insurance Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Underwriters Insurance Company
Wausau Service Corporation
West Coast Life Insurance Company
Trustee
Nationwide Insurance Enterprise Foundation.

Gordon E. McCutchan
Executive Vice President-Law and Corporate
Services and Secretary

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty, and Nationwide Life and
Annuity Insurance Companies
NEA Valuebuilder Investor Services, Inc.
<PAGE> 70
Nationwide Financial Institution Distributors Agency, Inc.
Colonial County Mutual Insurance Company
Colonial Insurance Company of California
Lone Star General Agency, Inc.
Nationwide Communications Inc.
Employers Insurance of Wausau A Mutual Company
National Premium and Benefit Administration Company
Nationwide Community Urban Redevelopment
Corporation
Nationwide Corporation
Nationwide Insurance Enterprise Foundation
Scottsdale Indemnity Company
Scottsdale Insurance Company
Wausau Underwriters Insurance Company
Wausau Service Corporation
Wausau Business Insurance Company
Wausau General Insurance Company
West Coast Life Insurance Company
Executive Vice President-Law and Corporate
Services
Employers Life Insurance Company of Wausau
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
Pension Associates of Wausau, Inc.
PEBSCO Securities Corp.
Public Employees Benefit Services Corporation
Wausau Preferred Health Insurance Company
Companies Agency, Inc.
Companies Agency of Alabama, Inc.
Companies Agency Insurance Services of California
Companies Agency of Idaho, Inc.
Companies Agency of Illinois, Inc.
Companies Agency of Kentucky, Inc.
Companies Agency of Massachusetts, Inc.
Companies Agency of New York, Inc.
Companies Agency of Pennsylvania, Inc.
Companies Agency of Phoenix, Inc.
Countrywide Services Corporation
Nationwide Development Company
Nationwide Property Management, Inc.
Wausau International Underwriters
Executive Vice President-Law and Corporate
Services and Director
Nationwide Financial Services, Inc.
Nationwide Investor Services, Inc.

Executive Vice President-Law and Corporate
Services and Secretary and Director

California Cash Management Company
National Casualty Company
Nationwide Cash Management Company
Nationwide Indemnity Company

Vice Chairman and Director
Neckura Insurance Company
Neckura Life Insurance Company
Secretary

The Beak and Wire Corporation
Affiliate Agency, Inc.
<PAGE> 71
Affiliate Agency of Ohio, Inc.
Financial Horizons Distributors Agency of Alabama,
Inc.
Financial Horizons Distributors Agency of Ohio,
Inc.
Financial Horizons Distributors Agency of
Oklahoma, Inc.
Financial Horizons Securities Corporation
Landmark Financial Services of New York, Inc.
NEA Valuebuilder Investor Services of Alabama,
Inc.
NEA Valuebuilder Investor Services of Montana
NEA Valuebuilder Investor Services of Nevada
NEA Valuebuilder Investor Services of Ohio, Inc.
NEA Valuebuilder Investor Services of Oklahoma,
Inc.
NEA Valuebuilder Investor Services of Wyoming

Vice Chairman, Secretary and Director
Gates, McDonald & Company
Chairman of the Board, Secretary and Director
Gates, McDonald & Company of Nevada
Gates, McDonald & Company of New York, Inc.
Secretary and Director

InHealth Agency, Inc.
Nationwide HMO, Inc.
InHealth Management Systems, Inc.

Director

Leben Direkt Insurance Company
MRM Investments, Inc.
NWE, Inc.
Neckura Holding Company.

D. Richard McFerson
President and Chief Executive Officer-Nationwide
Insurance Enterprise and Director
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide General, Nationwide Property and
Casualty, Nationwide Life and Nationwide Life and Annuity
Insurance Companies
Colonial Insurance Company of California
West Coast Life Insurance Company
Nationwide Communications Inc.
Nationwide Corporation
Nationwide Development Company
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
National Casualty Company
Nationwide Financial Services, Inc.
California Cash Management Company
Nationwide Cash Management Company
Employers Insurance of Wausau A Mutual Company
Wausau Service Corporation
Wausau Business Insurance Company
Wausau Underwriters Insurance Company
Chairman, President and Chief Executive Officer-
Nationwide Insurance Enterprise and Director

American Marine Underwriters, Inc.
<PAGE> 72
Companies Agency, Inc.
Companies Agency of Alabama, Inc.
Companies Agency Insurance Services of California
Companies Agency of Idaho, Inc.
Companies Agency of Illinois, Inc.
Companies Agency of Kentucky, Inc.
Companies Agency of Massachusetts, Inc.
Companies Agency of New York, Inc.
Companies Agency of Pennsylvania, Inc.
Companies Agency of Phoenix, Inc.
Countrywide Services Corporation
Employers Life Insurance Company of Wausau
Nationwide Financial Institution Distributors Agency, Inc.
Wausau International Underwriters
Wausau Preferred Health Insurance Company

Chairman and Director

PEBSCO Securities Corp.
NEA Valuebuilder Investor Services, Inc.

President and Chief Executive Officer and Director

Nationwide Indemnity Company

Trustee

Financial Horizons Investment Trust
Nationwide Investing Foundation
Nationwide Investing Foundation II
Nationwide Separate Account Trust

Vice Chairman and Chief Executive Officer and Director

Wausau General Insurance Company

Chairman of the Board

Nationwide Insurance Golf Charities, Inc.

Chairman of the Board and Director

Lone Star General Agency, Inc.
Nationwide Community Urban Redevelopment
Corporation
Colonial County Mutual Insurance Company
Nationwide Property Management, Inc.

Vice Chairman, President and Chief Executive
Officer-Nationwide Insurance Enterprise and
Director

Scottsdale Indemnity Company
Scottsdale Insurance Company

Chairman of the Board, President and Chief
Executive Officer-Nationwide Insurance Enterprise
and Director

Gates, McDonald & Company
Nationwide Investor Services, Inc.
Public Employees Benefit Services Corporation

Director

Gates, McDonald & Company of Nevada
Gates, McDonald & Company of New York

Chairman of the Board, President and Chief
Executive Officer-Nationwide Insurance Enterprise
and Trustee

Nationwide Insurance Enterprise Foundation.
<PAGE> 73

David O. Miller President Owen Potato Farm, Inc. and Partner,
M&M Enterprises, 115 Sprague Drive,
Hebron, OH 43025

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty, and Nationwide Life and
Annuity Insurance Companies
Colonial Insurance Company of California
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
Nationwide Communications Inc.
Nationwide Corporation
Nationwide Development Company
Nationwide Financial Services, Inc.
Nationwide Property Management, Inc.
Scottsdale Indemnity Company
Scottsdale Insurance Company
West Coast Life Insurance Company

Chairman of the Board and Director

Employers Insurance of Wausau A Mutual Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company

Trustee

Nationwide Insurance Enterprise Foundation.

C. Ray Noecker Farm Owner and Operator, 2770 State Route 674
South, Ashville, Ohio 43203

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide General, Nationwide Property and
Casualty, Nationwide Life and Nationwide Life and
Annuity Insurance Companies
Employers Insurance of Wausau A Mutual Company
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company.

James Ferry Patterson
President, Patterson Farms, Inc.; Vice President,
Pattersons Inc. -
8765 Mulberry Road, Chesterland, OH
44026

Director

Nationwide Mutual, Nationwide Life, Nationwide
General, Nationwide Property and Casualty and
Nationwide Life and Annuity Insurance Companies
Colonial Insurance Company of California
Farmland Mutual Insurance Company
Nationwide Financial Services, Inc.
National Casualty Company
Nationwide Agribusiness Insurance Company
Nationwide Property Management, Inc.
<PAGE> 74
Scottsdale Indemnity Company
Scottsdale Insurance Company
Nationwide Communications Inc.
Nationwide Corporation
Nationwide Development Company
Employers Insurance of Wausau A Mutual Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company
West Coast Life Insurance Company

Chairman of the Board and Director

Nationwide Mutual Fire Insurance Company

Trustee

Nationwide Insurance Enterprise Foundation.

Robert H. Rickel Rancher, P.O. Box 319, Bayview, ID 83803

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide Property and Casualty
and Nationwide Life and Annuity Insurance
Companies
Colonial Insurance Company of California
Employers Insurance of Wausau A Mutual Company
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Scottsdale Insurance Company
Scottsdale Indemnity Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company
West Coast Life Insurance Company

Director and Chairman of the Board

Nationwide General Insurance Company

Trustee

Nationwide Investing Foundation.

Arden L. Shisler President and CEO, K&B Transport, Inc.; Farm Owner;
1356 North Wenger Road, Dalton, OH 44618

Chairman of the Board and Director

Nationwide Mutual Insurance Company

Director

Nationwide Mutual Fire, Nationwide Life,
Nationwide General, Nationwide Property and
Casualty and Nationwide Life and Annuity Insurance
Companies
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
Nationwide Communications Inc.
Nationwide Corporation
Nationwide Development Company
Nationwide Property Management Inc.
Scottsdale Insurance Company
Scottsdale Indemnity Company
West Coast Life Insurance Company
Nationwide Financial Services, Inc.
<PAGE> 75
Colonial Insurance Company of California
Employers Insurance of Wausau A Mutual Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company

Trustee

Nationwide Insurance Enterprise Foundation.

Robert Leonard Stewart
Farm Owner and Operator; Owner, Sunnydale Mining,
88740 Fairview Road, Jewett, OH 43986

Chairman of the Board and Director

Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty and Nationwide Life and
Annuity Insurance Company.
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Employers Insurance of Wausau A Mutual Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company.

Nancy C. Thomas Farm Owner and Operator Da-Ma-Lor Farms,
10835 Georgetown Road, N.E., Louisville, Ohio
44641

Chairman of the Board and Director

Nationwide Property and Casualty Insurance
Company

Director

Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General and
Nationwide Life and Annuity Insurance Companies
Colonial Insurance Company of California
Employers Insurance of Wausau A Mutual Company
Farmland Mutual Insurance Company
Nationwide Communications Inc.
Nationwide Financial Services, Inc.
Scottsdale Indemnity Company
Scottsdale Insurance Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company
West Coast Life Insurance Company

Trustee

Nationwide Investing Foundation.

Harold W. Weihl
Farm Owner and Operator, 14282 King Road,
Bowling Green, Ohio 43402

Chairman of the Board and Director
<PAGE> 76

Nationwide Financial Services, Inc.
Director
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty and Nationwide Life and
Annuity Insurance Companies
Employers Insurance of Wausau A Mutual Company
Nationwide Communications Inc.
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company
Trustee
Nationwide Investing Foundation.

Robert A. Oakley Executive Vice President-Chief Financial Officer
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty, and Nationwide Life and
Annuity Insurance Companies
American Marine Underwriters, Inc.
Companies Agency, Inc.
Companies Agency of Alabama, Inc.
Companies Agency of Idaho, Inc.
Companies Agency of Illinois, Inc.
Companies Agency of Kentucky, Inc.
Companies Agency of Massachusetts, Inc.
Companies Agency of New York, Inc.
Companies Agency of Pennsylvania, Inc.
Companies Agency of Phoenix, Inc.
Employers Life Insurance Company of Wausau
National Casualty Company
National Premium and Benefit Administration
Company
The Beak and Wire Corporation
Colonial Insurance Company of California
Employers Insurance of Wausau A Mutual Company
Farmland Mutual Insurance Company
Nationwide Financial Institution Distributors Agency, Inc.
Lone Star General Agency, Inc.
MRM Investments, Inc.
Nationwide Agribusiness Insurance Company
Nationwide Communications Inc.
Nationwide Corporation
Nationwide Development Co.
Nationwide Financial Services, Inc.
Nationwide Investor Services, Inc.
Nationwide Insurance Enterprise Foundation
Nationwide Property Management, Inc.
NEA Valuebuilder Investor Services, Inc.
Colonial County Mutual Insurance Company
PEBSCO Securities Corp.
Pension Associates of Wausau, Inc.
Public Employees Benefit Services Corporation
Scottsdale Indemnity Company
Scottsdale Insurance Company
Wausau Business Insurance Company

<PAGE> 77

Wausau General Insurance Company
Wausau Preferred Health Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company
West Coast Life Insurance Company
Senior Vice President-Chief Financial Officer
Countrywide Services Corporation
Executive Vice President-Chief Financial Officer and Director
California Cash Management Company
Nationwide Cash Management Company
Nationwide Community Urban Redevelopment
Corporation
Nationwide Indemnity Company
Executive Vice President
Companies Agency Insurance Services of California
Wausau International Underwriters
Director
Auto Direkt Insurance Company
Neckura Holding Company
Wausau Insurance Company (U.K.) Limited.

Robert J. Woodard, Jr.
Executive Vice President-Chief Investment Officer
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide General, Nationwide Property and Casualty,
Nationwide Life and Nationwide Life and Annuity Insurance
Companies
Colonial Country Mutual Insurance Company
Colonial Insurance Company of California
Employers Insurance of Wausau A Mutual Company
Employers Life Insurance Company of Wausau
Farmland Mutual Insurance Company
Gates, McDonald & Company
Lone Star General Agency, Inc.
National Casualty Company
Nationwide Agribusiness Insurance Company
Nationwide Communications Inc.
Nationwide Corporation
Nationwide Financial Services, Inc.
Nationwide Indemnity Company
Nationwide Insurance Enterprise Foundation
Scottsdale Indemnity Company
Scottsdale Insurance Company
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Preferred Health Insurance Company
Wausau Service Corporation
Wausau Underwriters Insurance Company
West Coast Life Insurance Company
Director and Senior Vice President
Nationwide Property Management, Inc.
President
Nationwide Development Company
Director and President
Nationwide Community Urban Redevelopment Corporation
MRM Investments, Inc.
NWE, Inc.

<PAGE> 78

Senior Vice President
California Cash Management Company
Nationwide Cash Management Company.

James F. Laird, Jr.
Vice President and General Manager
Nationwide Financial Services, Inc.
Vice President and General Manager and Director
Nationwide Investors Services, Inc.
Treasurer
Nationwide Investing Foundation
Nationwide Investing Foundation II
Nationwide Separate Account Trust
Assistant Treasurer
Financial Horizons Investment Trust.

Harry A. Schermer
Vice President-Equity Securities
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty and Nationwide Life and
Annuity Insurance Companies
Nationwide Indemnity Company
Vice President-Investments
Nationwide Financial Services, Inc.
Vice President
Nationwide Insurance Enterprise Foundation
Assistant Treasurer
Financial Horizons Investment Trust
Nationwide Separate Account Trust
Nationwide Investing Foundation
Nationwide Investing Foundation II.

W. Sidney Druen Senior Vice President and General Counsel and
Assistant Secretary
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide Life, Nationwide General, Nationwide
Property and Casualty, and Nationwide Life and
Annuity Insurance Companies
Nationwide Financial Services, Inc.
Employers Insurance of Wausau A Mutual Company
Employers Life Insurance Company of Wausau
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Underwriters Insurance Company
Wausau Preferred Health Insurance Company
Wausau Service Corporation
Senior Vice President and General Counsel
Affiliate Agency, Inc.
Affiliate Agency of Ohio, Inc.
American Marine Underwriters, Inc.
The Beak and Wire Corporation
California Cash Management Company
Colonial County Mutual Insurance Company
Colonial Insurance Company of California
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company

<PAGE> 79

Nationwide Financial Institution Distributors Agency, Inc.
Financial Horizons Distributors Agency of Alabama,
Inc.
Financial Horizons Distributors Agency of Ohio,
Inc.
Financial Horizons Distributors Agency of
Oklahoma, Inc.
Financial Horizons Securities Corporation
Gates, McDonald & Company
Gates, McDonald & Company of Nevada
Gates, McDonald & Company of New York
Landmark Financial Services of New York, Inc.
National Casualty Company
Nationwide Cash Management Company
Nationwide Communications Inc.
Nationwide Corporation
Companies Agency, Inc.
Companies Agency Insurance Services of California
Companies Agency of Alabama, Inc.
Companies Agency of Idaho, Inc.
Companies Agency of Illinois, Inc.
Companies Agency of Kentucky, Inc.
Companies Agency of Massachusetts, Inc.
Companies Agency of New York, Inc.
Companies Agency of Pennsylvania, Inc.
Companies Agency of Phoenix, Inc.
Countrywide Services Corporation
Lone Star General Agency Inc.
Nationwide Development Company
Nationwide Insurance Enterprise Foundation
Nationwide Indemnity Company
NEA Valuebuilder Investor Services, Inc.
NEA Valuebuilder Investor Services of Alabama,
Inc.
NEA Valuebuilder Investor Services of Montana
NEA Valuebuilder Investor Services of Nevada
NEA Valuebuilder Investor Services of Ohio, Inc.
NEA Valuebuilder Investor Services of Oklahoma,
Inc.
NEA Valuebuilder Investor Services of Wyoming
Nationwide Investor Services, Inc.
MRM Investments, Inc.
NWE, Inc.
Nationwide Property Management, Inc.
PEBSCO of Massachusetts Insurance Agency, Inc.
PEBSCO Securities Corp.
Pension Associates of Wausau, Inc.
Public Employees Benefit Services Corporation
Public Employees Benefit Services Corporation of
Alabama
Public Employees Benefit Services Corporation of
Arkansas
Public Employees Benefit Services Corporation of
Montana
Public Employees Benefit Services Corporation of
New Mexico
Scottsdale Indemnity Company

<PAGE> 80

Scottsdale Insurance Company
West Coast Life Insurance Company
Senior Vice President and General Counsel and
Director
Nationwide Community Urban Redevelopment
Corporation
General Counsel
Nationwide Insurance Golf Charities, Inc.

William G. Goslee
Treasurer
Nationwide Financial Services, Inc.
Nationwide Investors Services, Inc.
Assistant Treasurer
Nationwide Investing Foundation
Nationwide Separate Account Trust
Nationwide Investing Foundation II
Financial Horizons Investment Trust.

Rae I. Mercer Secretary
Nationwide Financial Services, Inc.
Nationwide Investors Services, Inc.
Nationwide Investing Foundation
Nationwide Separate Account Trust
Nationwide Investing Foundation II
Financial Horizons Investment Trust.

Peter J. Neckermann
Vice President - Economic and Investment Services
Nationwide Mutual, Nationwide Mutual Fire,
Nationwide General, Nationwide Property and
Casualty, Nationwide Life and Nationwide Life and
Annuity Insurance Companies
Nationwide Indemnity Company
Vice President
Nationwide Financial Services, Inc.
Director
Nationwide Investors Services, Inc.
Assistant Secretary
West Coast Life Insurance Company
Assistant Treasurer
Financial Horizons Investment Trust
National Casualty Company
National Premium and Benefit Administration
Company
Nationwide Investing Foundation
Nationwide Investing Foundation II
Nationwide Separate Account Trust.

Except as otherwise noted, the principal business address of any company with
which any person specified above is connected in the capacity of director,
officer, employee, partner or trustee is One Nationwide Plaza, Columbus, Ohio
43215, except for the following companies:
<PAGE> 81
Farmland Mutual Insurance Company
Nationwide Agribusiness Insurance Company
1963 Bell Avenue
Des Moines, Iowa 50315-1000

Colonial Insurance Company of California
2390 East Orangewood Avenue
P.O. Box 4347
Anaheim, California 92803-4347

Employers Insurance of Wausau A Mutual Company
2000 Westwood Drive
Wausau, Wisconsin 54401-7881

Scottsdale Insurance Company
8877 North Gainey Center Drive
P.O. Box 4110
Scottsdale, Arizona 85261-4110

West Coast Life Insurance Company
343 Sansome Street
San Francisco, California 94104-1303

National Casualty Company
8877 North Gainey Center Drive
P.O. Box 4110
Scottsdale, Arizona 85261-4110

Lone Star General Agency, Inc.
P.O. Box 14700
Austin, Texas 78761

Auto Direkt Insurance Company
Columbus Insurance Brokerage Service, GMBH
Neckura General Insurance Company
Neckura Holding Company
Neckura Insurance Company
Neckura Life Insurance Company
John E. Fisher Str. 1
61440 Oberursel/Ts.
Germany

Nationwide Development Company
One Nationwide Plaza
Columbus, Ohio 43215

Public Employees Benefit Services Corporation
Two Nationwide Plaza
Columbus, Ohio 43215

Item 29. Principal Underwriters

(a) See Item 28 above.
<PAGE> 82
(b) NATIONWIDE FINANCIAL SERVICES, INC.

DIRECTORS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS TITLE POSITION WITH
REGISTRANT

<S> <C> <C> <C>
Harold W. Wiehl 14282 King Road Chairman of Board N/A
Bowling Green, OH 43402 of Directors

Lewis J. Alphin 519 Bethel Church Road Director N/A
Mt. Olive, NC 28365

Willard J. Engel 1100 E. Main Street Director N/A
Marshall, MN 56258

Frederick C. Finney 1558 W. Moreland Road Director N/A
Wooster, OH 44691

Peter F. Frenzer One Nationwide Plaza Director and Vice Chairman of
Columbus, OH 43215 Chairman Board of Trustees

Charles L. Fuellgraf, Jr. 600 S. Washington Street Director Trustee
Butler, PA 16001

Henry S. Holloway 1247 Stafford Road Director N/A
Darlington, MD 21034

Gordon E. McCutchan One Nationwide Plaza Director N/A
Columbus, OH 43215

D. Richard McFerson One Nationwide Plaza President and Director Trustee
Columbus, OH 43215 and Chief Executive
Officer-Nationwide
Insurance Enterprise

David O. Miller 115 Sprague Drive Director N/A
Hebron, OH 43025

C. Ray Noecker 2770 St. Rt. 674 Director N/A
Ashville, OH 43103

James F. Patterson 8765 Mulberry Road Director N/A
Chesterland, OH 44026

Robert H. Rickel P.O. Box 319 Director Trustee
Bayview, ID 83803

Arden L. Shisler 2724 West Lebanon Road Director N/A
Dalton, OH 44618

Robert L. Stewart 88740 Fairview Road Director N/A
Jewett, OH 43986

Nancy C. Thomas 10835 Georgetown St. N.E. Director Trustee
Louisville, OH 44641
</TABLE>
<PAGE> 83

OFFICERS

<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS TITLE POSITION WITH
REGISTRANT

<S> <C> <C> <C>
Harold W. Wiehl 14282 King Road Chairman of Board of Trustee
Bowling Green, OH 43402 Directors

Peter F. Frenzer One Nationwide Plaza Vice Chairman and Chairman of Board
Columbus, OH 43215 President of Trustees

Robert J. Woodward, Jr. One Nationwide Plaza Executive Vice Presi- N/A
dent-Chief Investment
Officer

Gordon E. McCutchan One Nationwide Plaza Executive Vice N/A
Columbus, OH 43215 President-Law and
Corporate Services

Robert A. Oakley One Nationwide Plaza Executive Vice Presi- N/A
Columbus, OH 43215 dent, Chief Financial
Officer

W. Sidney Druen One Nationwide Plaza Senior Vice President, Counsel
Columbus, OH 43215 General Counsel and
Assistant Secretary

Peter J. Neckermann One Nationwide Plaza Vice President Assistant
Columbus, OH 43215 Treasurer

Harry A. Schermer One Nationwide Plaza Vice President- Assistant
Columbus, OH 43215 Investments Treasurer

James F. Laird, Jr. One Nationwide Plaza Vice President and Assistant Treasurer
Columbus, OH 43215 General Manager

William G. Goslee One Nationwide Plaza Treasurer Assistant
Columbus, OH 43215 Treasurer

Rae Mercer One Nationwide Plaza Secretary Secretary
Columbus, OH 43215
</TABLE>

Item 30. Location of Accounts and Records

William G. Goslee
Nationwide Financial Services, Inc.
One Nationwide Plaza
Columbus, OH 43215
<PAGE> 84
Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) The Trust shall furnish to each person to whom a prospectus is
delivered, a copy of the Trust's Annual Report, upon request and without charge.

(b) Registrant will call such meeting when requested in writing to do
so by the holders of not less than 10 percent of its outstanding shares;
whenever ten or more shareholders of record of registrant who have been such for
at least six months preceding the date of application, and who hold in the
aggregate either shares having a net asset value of at least $25,000 or at least
1 percent of the outstanding shares of registrant, whichever is less, shall
apply to the Trustees of registrant in writing, stating that they wish to
communicate with the other shareholders with a view to obtaining signatures to a
request for a meeting pursuant to Section 16(c) of the Investment Company Act of
1940 and accompanied by a form of communications and request which they wish to
transmit, registrant shall thereafter comply in all respects with the provisions
of said Section 16(c) insofar as they relate to such shareholder communications.
<PAGE> 85
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrants certify that they meet all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and have caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, and the State of Ohio, on the 29 day of
February, 1996.

NATIONWIDE INVESTING FOUNDATION
NATIONWIDE INVESTING FOUNDATION II

By
---------------------------------
James F. Laird, Jr., Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>

PRINCIPAL EXECUTIVE OFFICER

PETER F. FRENZER Trustee and Chairman, Nationwide Investing Foundation (NIF),
- ----------------------------------
Peter F. Frenzer Nationwide Investing Foundation II (NIF-II)

PRINCIPAL ACCOUNTING AND
FINANCIAL OFFICER

JAMES F. LAIRD, JR. Treasurer, Nationwide Investing Foundation (NIF),
- ----------------------------------
James F. Laird, Jr. Nationwide Investing Foundation II (NIF-II)

JOHN C. BRYANT Trustee, NIF, NIF-II
- ----------------------------------
John C. Bryant

C. BRENT DEVORE Trustee, NIF
- ----------------------------------
C. Brent DeVore

SUE A. DOODY Trustee, NIF
- ----------------------------------
Sue A. Doody

ROBERT M. DUNCAN Trustee, NIF, NIF-II
- ----------------------------------
Robert M. Duncan

CHARLES L. FUELLGRAF, JR. Trustee, NIF
- ----------------------------------
Charles L. Fuellgraf, Jr.

THOMAS J. KERR, IV Trustee, NIF, NIF-II
- ----------------------------------
Thomas J. Kerr, IV

DOUGLAS F. KRIDLER Trustee, NIF
- ----------------------------------
Douglas F. Kridler

D. RICHARD MCFERSON Trustee, NIF, NIF-II
- ----------------------------------
D. Richard McFerson

ROBERT H. RICKEL Trustee, NIF
- ----------------------------------
Robert H. Rickel

NANCY C. THOMAS Trustee, NIF
- ----------------------------------
Nancy C. Thomas

HAROLD W. WEIHL Trustee, NIF
- ----------------------------------
Harold W. Weihl

DAVID C. WETMORE Trustee, NIF
- ----------------------------------
David C. Wetmore

By
James F. Laird, Jr.
Attorney-in-Fact, Nationwide Investing Foundation
Nationwide Investing Foundation II
February 29 , 1996
</TABLE>

<PAGE> 86
SIGNATURES

NATIONWIDE INVESTING FOUNDATION
NATIONWIDE INVESTING FOUNDATION II

By
---------------------------------
James F. Laird, Jr., Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following person in the
capacity and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>

PRINCIPAL EXECUTIVE OFFICER

PETER F. FRENZER Trustee and Chairman, Nationwide Investing Foundation (NIF),
- ---------------------------------- Nationwide Investing Foundation II (NIF-II)
Peter F. Frenzer