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NATIONWIDE INVESTING FOUNDATION
NATIONWIDE INVESTING FOUNDATION II
Supplement dated December 8, 1997
to Prospectus dated February 28, 1997
Nationwide Investing Foundation ("NIF") and Nationwide Investing Foundation II
("NIF II") have each entered into an Agreement and Plan of Reorganization,
dated November 24, 1997 (the "Plan"), with Nationwide Investing Foundation III
("NIF III"), an Ohio business trust. Pursuant to the Plan and as listed in the
chart below, a series of NIF III (each an "Acquiring Fund") would acquire all
the assets of a current NIF or NIF II fund (each, a "Fund") in exchange for the
assumption of all the Fund's liabilities and a number of full and fractional
shares of the Acquiring Fund having an aggregate net asset value equal to the
Fund's net assets (the transactions contemplated by the Plan are hereafter
referred to as the "Reorganization"). The Plan also would require the
distribution of the Acquiring Fund shares received to the shareholders of each
of the Funds. For each of the Funds, except the Money Market Fund, the
shareholders would receive Class D shares of the Acquiring Fund. The
shareholders of the Money Market Fund would receive shares of the NIF III Money
Market Fund which are without class designation.
<TABLE>
<CAPTION>
The Acquiring Funds (NIF III) The Funds
<S> <C>
Growth Fund Growth Fund of NIF
Nationwide Fund Nationwide Fund of NIF
Bond Fund Bond Fund of NIF
Tax-Free Income Fund Tax-Free Income Fund of NIF II
Intermediate U.S. Government Bond Fund U.S. Government Income Fund of NIF II
Money Market Fund Money Market Fund of NIF
</TABLE>
The Reorganization is subject to certain regulatory approvals and approval by
the shareholders of each Fund at a Special Meeting of Shareholders currently
expected to be held in February 1998. If the shareholders approve the
Reorganization, it is expected that the Reorganization would be effected on or
about March 1, 1998; however, the Reorganization may be effected on such
earlier or later date as may be determined. There can be no assurance that the
Reorganization will take place when or as currently proposed.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS
FOR FUTURE REFERENCE.
